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HomeMy WebLinkAbout2021-04-13 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 13, 2021 SPECIAL CALLED MEETING WORK SESSION BEGINS AT 3:00 P.M. IN THE COUNCIL WORK SESSION ROOM CITY COUNCIL CONSIDERATION OF THE CONSENT AGENDA AND ITEMS FOR INDIVIDUAL CONSIDERATION WILL BEGIN IMMEDIATELY FOLLOWING THE CLOSED MEETING IN THE COUNCIL WORK SESSION ROOM Note: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor and Paul Meltzer will be participating in the work session, closed meeting and meeting via video/teleconference. REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL Due to COVID-19 precautions, members of the public will not be able to attend the April 13, 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 9, the agenda was posted online at www.cityofdenton.com/publicmeetings. Once the agenda is posted, a link to the Virtual White Card, an online form, will be made available under the main heading on the webpage. Within this form, citizens may indicate support or opposition and submit a brief comment about a specific agenda item. Comments may be submitted up until the start of the meeting, at which time, the Virtual White Card form will be closed. Similar to when a citizen submits a white card to indicate their position on the item, these comment forms will be sent directly to City Council members and recorded by the City Secretary. City Council Members review comments received in advance of the meeting and take that public input into consideration prior to voting on an agenda item. The Mayor will announce the number of Comment Cards submitted in support or opposition to an item during the public comment period. Comments will not be read during the meeting. The City Secretary will reflect the number of comments submitted in favor/opposition to an item, the registrant’s name, address, and (summary of) comments within the Minutes of the Meeting, as applicable. OR Page 1 Printed on 4/15/2021 1 April 13, 2021City Council Meeting Agenda • By phone – Citizens wishing to speak over the phone during this Council meeting, may call (940) 349-7800 beginning 30 minutes prior to the meeting start time. Comments by phone will be accepted until the item is opened for discussion by the Council. When the call is initially received, a staff member will receive the caller’s information and either: 1) offer to call the citizen back when it is time for them to speak, or 2) record the caller’s information, support or opposition, and comment. If the caller chooses to record their support or opposition, rather than speaking during the meeting, the Mayor will announce the number of comments submitted in support or opposition to the item. If the caller wishes to receive a call back, the voice of each caller will be broadcast into the meeting during the public commenting time of their desired agenda item. Individuals will be able to comment once per agenda item, no matter the method. • At regular meetings only, citizens can speak on any topic that is not on the agenda (Open Microphone). Alert the call taker if you wish to speak under the Open Microphone category. If you would like to give a public report, see the information below. After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, April 13, 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 019 - Municipal Court Payments. ID 20-2553A. Receive a report, hold a discussion and give staff direction regarding a mid-year update for the Denton Economic Development Partnership. ID 21-384B. Receive a report, hold a discussion, and give staff direction regarding a request for a resolution of the City of Denton stating no objection to the JES Dev Co, Inc. 4% housing tax credit application to Texas Department of Housing and Community Affairs for proposed new construction of Pebblebrook Parkside Apartments in Denton, Texas to provide affordable rental housing. ID 21-499C. Receive a report, hold a discussion, and give staff direction regarding the rehabilitation and future use of City Hall West. ID 21-662D. Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Put forward for council consideration of an ordinance that no one on a ballot is eligible ID 21-190E. Page 2 Printed on 4/15/2021 2 April 13, 2021City Council Meeting Agenda to be added to a board or commission. (2) A work session to discuss directing to the Public Art Committee to establish a city-led public-private partnership which would fund and commission a signature public art installation at Rayzor Ranch Park. 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 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. D-1-GN-21-001227, styled “City of Denton, Texas v. Electric Reliability Council of Texas (ERCOT),” pending in the 353rd Judicial District Court, Travis County, Texas; 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. ID 21-723A. Any final action, decision, or vote on a matter deliberated in a Closed Meeting will only be taken in an Open Meeting that is held in compliance with Texas Government Code, Chapter 551, except to the extent such final decision, or vote is taken in the Closed Meeting in accordance with the provisions of Section 551.086 of the Texas Government Code (the ‘Public Power Exception’). The City Council reserves the right to adjourn into a Closed Meeting or Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda or to reconvene in a continuation of the Closed Meeting on the Closed Meeting items noted above, in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.086 of the Texas Open Meetings Act. NOTE: Any item for which a formal action at the Special Called Meeting has been taken by Council may be subject to a request for a motion for reconsideration at any time during the meeting, at the Concluding Items Section, or after the meeting. In order to comply with the Texas Open Meetings Act, a request for a motion for reconsideration made during, at the end of, or after a Council meeting will be placed on the agenda and considered at the next official meeting of the City Council. Following the completion of the Closed Meeting, the City Council will convene in a Special Called Meeting to consider the following items: 1 CONSENT AGENDA Each of these items is recommended by Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A – E). This listing is provided on the Consent Agenda to allow Council Members Page 3 Printed on 4/15/2021 3 April 13, 2021City Council Meeting Agenda to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, the Consent Agenda Items will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. Consider approval of the minutes of April 5, 2021 (Joint Meeting with Public Utilities Board) and the April 5, 2021. ID 21-650A. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation (“City”), approving the purchase and exchange of (1) a 2.960 acre fee simple tract; (2) a 1.550 acre fee simple tract; and (3) a drainage easement encumbering 0.029 acres, each located in the David Hough Survey, Abstract No. 646, Denton, Denton County, Texas and owned by Kevin Nelms and Richard Greb and wife, Nancy Greb (“Nelms-Greb”), for a 3.457 acre tract, also located in the David Hough Survey and owned by the City, plus the payment by City of $248,793.00 (the “Purchase and Exchange”); authorizing the City Manager in accordance with Texas Local Government Code §272.001(b)(3) to execute a real estate Purchase and Exchange Agreement with Nelms-Greb, together with any other documents necessary to close the Purchase and Exchange; authorizing the expenditure of funds therefor; and providing an effective date. ID 21-644B. 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 CivicPlus, LLC, for website design, hosting, and maintenance for the www.cityofdenton.com <http://www.cityofdenton.com> website for the Public Affairs and Customer Service Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7456 - awarded to CivicPlus, 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 $150,000.00). ID 21-637C. 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 Universe Technical Translation, Inc., through the Buy Board Cooperative Purchasing Network Contract # 614-20, for the purchase of telephone interpreter services for Customer Service; providing for the expenditure of funds therefor; and providing an effective date (File 7524 - awarded to Universe Technical Translation, Inc., for one (1) year, with the option for two (2) additional one (1) year renewals, in the total three (3) year not-to-exceed amount of $300,000.00). ID 21-638D. 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 DBT Transportation Services LLC, for Airport tower equipment upgrades; providing for the expenditure of funds therefor; and providing an effective date (RFP 7627 - awarded to DBT Transportation Services LLC, in the not-to-exceed amount of $188,205.00). ID 21-599E. 2. ITEMS FOR INDIVIDUAL CONSIDERATION Consider approval of a resolution of the City of Denton opposing the application for an air quality standard permit, Registration 163864, which would authorize the construction of concrete batch plant by Platas Concrete, Inc. approximately 0.37 miles west of the ID 21-724A. Page 4 Printed on 4/15/2021 4 April 13, 2021City Council Meeting Agenda intersection of Farm-to-Market 428 and Wildcat Road, Aubrey, Denton County, Texas, directing said opposition be delivered to the Texas Commission on Environmental Quality (TCEQ), and requesting denial of the application; and providing an effective date. 3. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. C E R T I F I C A T E I certify that the above notice of meeting was posted on the 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 9, 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 5 Printed on 4/15/2021 5 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2553,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding Audit Project 019 - Municipal Court Payments. City of Denton Printed on 4/9/2021Page 1 of 1 powered by Legistar™6 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Internal Audit CITY AUDITOR: Madison Rorschach DATE: April 13, 2021 SUBJECT Receive a report, hold a discussion, and give staff direction regarding Audit Project 019 – Municipal Court Payments. 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 City’s ability to effectively collect and safeguard Municipal Court fines and fees. Annually, the City collects about $3 million in fines and fees through its Municipal Court function. These payments must be collected in accordance with applicable regulations and must be documented appropriately to minimize the risk of fraud. Initial, detailed findings from this audit project are presented in the attached Audit of Municipal Court Payments report. RECOMMENDATION Staff recommends closing Audit Project 019 – Municipal Court Payments until a follow-up review is conducted to assess the implementation of the 12 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 Municipal Court Payments report was electronically distributed to the Audit/Finance Committee on April 5, 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 7 EXHIBITS 1. Agenda Information Sheet 2. Audit Response Cover Letter 3. Audit of Municipal Court Payments 4. Presentation Respectfully submitted: Madison Rorschach, 940-349-7228 City Auditor 8 Audit Response Cover Letter Municipal Court Payments OUR CORE VALUES Integrity  Fiscal Responsibility  Transparency  Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 April 13, 2021 Internal Audit Department Acknowledgement The Internal Audit Department has completed a performance audit of the Municipal Court Administration Division’s fines and fees collection process. 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. Police Department Acknowledgement The Police Department has reviewed and provided input to the Muncipal Court Payments audit. PD agrees with the findings and recommendations and is committed to implementing the standard operating processes identified in the audit. Municipal Court Administration Division Acknowledgement Court Administration has reviewed the Municipal Court Payments audit and provided management responses. Administration is working dilligently to update operating procedures to meet or exceed the recommended standards. City Manager’s Office/Review Team Acknowledgement The City Manager’s Office, Review Team, Municipal Court Administration Division and the Police Department have had an opportunity to provide input, respond to, and review the Municipal Court Payments Audit prior to those findings being shared with the City Council. As is noted in the Management Response Matrix, staff mostly concurs with the findings from the Internal Audit’s assessment. Staff is in the process to research and implement process improvements to address many findings from this audit. 9 Audit Project #: 019 AUDIT OF MUNICIPAL COURT PAYMENTS ABSTRACT In general, the City has established effective controls over the collection of Municipal Court fines and fees; however, additional supervision over dropped payments, refunds, and case updates would further reduce the risk of fraud and abuse. Internal Audit Department City Auditor Madison Rorschach, CIA, CGAP Audit Lead Neeraj Sama, MBA 10 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Table of Contents Audit at a Glance ................................................................................................................................. 3 Introduction ......................................................................................................................................... 4 Management Responsibility ..................................................................................................................... 4 Audit Objectives, Scope, and Methodology .............................................................................................. 4 Findings & Analysis .............................................................................................................................. 6 Citations Generally Recorded Effectively; Could Improve Manual Citation Processes ............................ 7 Effective Collection Procedures Established; Drop Payment Supervision Needed ................................ 10 Defendants Payment Plans Are Appropriately Documented and Administered .................................... 13 Some Reviewed Refunds Were Not Properly Approved ........................................................................ 14 Collection Agency Payments Are Effectively Processed; Clarify Referral Process .................................. 14 Case Management System Access Properly Granted; Increased Monitoring Needed ........................... 16 Appendix A: Management Response Summary .................................................................................. 19 Appendix B: Citation Demographic Information ................................................................................. 22 11 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Audit at a Glance What we Found: The City’s Municipal Court Administration Division supports the adjudication and disposal of citation cases by assessing, communicating, and collecting fines and fees. Our findings are summarized below: Citation Processing. The City’s public safety agencies issue the majority of citations electronically, but some are issued manually. All citations are accurately recorded in the Municipal Court’s case management system; however, some manual citations may not be recorded in a timely manner. In addition, manual citations received are not reconciled with those issued despite being vulnerable to misplacement. Fines & Fees Collection. In general, the Division has adequately established controls over fine and fee payments made online and in-person. Payments left in the drop box or received in the mail should be retrieved and processed by two Court Representatives to reduce the risk that cash may be misplaced or stolen. Similarly, refunds should be processed and approved by different individuals. Payments received from the City’s collection agency are appropriately processed; however, information about when and why court fines and fees are referred to the collection agency does not seem to be available on the City’s website. Case Management System Access. In general, only authorized users have access to the Municipal Court’s case management system; however, there is no process to regularly verify users’ access. Additionally, while fine and fee payment transactions are well reviewed, there is no process to review case status and court fines and fees changes for appropriateness. Why we did this Audit: Annually, the City collects about $3 million in fines and fees through its Municipal Court function. These payments must be collected in accordance with applicable regulations and documented appropriately to minimize the risk of fraud. 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 Reconcile manual citations and improve delivery timeliness. Recommendation 4, 5, 6, & 7 Require further supervision of dropped payments and refunds. Recommendations 3, 8, & 9 Clarify procedures around cash access and collection agency referrals. Recommendations 10, 11, & 12 Establish additional controls over case management system access. 12 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments 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 Municipal Court Administration Division's fines and fees collection processes. 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 applicable 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 Denton’s Municipal Court Administration Division’s fines and fees collection processes. This report is intended to provide assurance that municipal court fines and fees are effectively collected and safeguarded. Audit fieldwork was conducted during December of 2020 and January and February of 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 industry standards, best practices,2 policies, and procedures; • Developed process narratives to identify current control activities in municipal court fines and fees adjudication, collection, posting, and reporting processes that were certified by Municipal Court Administration staff; • Interviewed Municipal Court Administration staff and reviewed policies and procedures pertaining to the court fines and fees collection activities; • Reviewed a statistical sample3 of 96 court cases filed during the FY2019-20 to ensure that cases are appropriately documented, and adjudicated fines and fees are appropriately collected; 1 The Internal Audit Department is considered structurally independent as defined by generally accepted government auditing standard 3.56. 2 An Informal Staff Report has been issued separately from this report that discusses two state of Texas programs that are intended to compel fine and fee collection and warrant clearance for traffic-related citations. 3 This sample size provides 95% confidence that the true population mean is within ±10 percent of the sample estimate. 13 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page5 • Reviewed a randomly selected judgement sample of 30 Municipal Court Daily Deposits Reports to verify that collected payments are appropriately processed and accurately reported to Accounting; • Reviewed a randomly selected sample of 90 citations to verify that citations are appropriately and accurately recorded into the City’s Court Case Management System; • Reviewed a randomly selected sample of defendants’ active payment plans and collection agency referral and collection reports to verify the effectiveness of reporting and administrative controls; • Reviewed the Municipal Court case management system’s user access list and procedures to verify that access controls are properly managed and secured; and • Summarized fiscal year 2019-20 citation, dismissal, and potential warrant information for the Denton Municipal Court’s defendants. 14 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page6 Findings & Analysis The City of Denton’s Municipal Court is generally responsible for processing and disposing of citations issued by the City’s public safety agencies for violations of City ordinances, traffic laws and other Class C Misdemeanors. The Court consists of two functions including the Office of the Municipal Court Judge and the Municipal Court Administration Division of the Finance Department. The Municipal Court Administration Division supports the adjudication and disposal of citation cases by assessing, communicating, and collecting fines and fees. This process is illustrated in Figure 1 below: Figure 1: Municipal Court Payments Process This audit generally focused on the processing of payments made to the Municipal Court Administration Division for fines and fees due for citation cases, including assessment, adjudication, collection, and record-keeping. Citation Assessment •Public Safety Agencies issue Citations •Citation Fines & Fees Assessed Automatically Case Adjudication •Municipal Court Admin. Informs defendants of Adjudication Process •Municipal Court Judge Adjudicates Citation Cases Fines & Fee Collection •Municipal Court Admin. Collects and Records Assessed or Adjudicated Fines & Fees 15 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page7 Citations Generally Recorded Effectively; Could Improve Manual Citation Processes Citations are issued to defendants by the City’s public safety agencies for violations of City ordinances and other chargeable offenses. During fiscal year 2019-20, almost 15,200 citations were issued by public safety agencies as shown in Figure 2: Figure 2: Citations by Public Safety Agency (FY2019-20)4 These citations must then be communicated to the Municipal Court and assessed before they can be adjudicated by the Municipal Court Judge. Defendants are generally required to appear in court about a month after the citation was issued to begin the adjudication process. Therefore, citations should be promptly recorded and made available in the Municipal Court’s records to ensure timely and effective case disposal. The citation assessment process is outlined in Figure 3. Figure 3: Citation Assessment Process 4 Other public safety functions include Animal Services (0.6%), Code Enforcement (0.5%), Municipal Court (0.2%), Denton Fire Department (0.1%), Building Inspections (0.1%), and Wastewater Treatment (0.1%). Denton Police Department 87% University of North Texas 9% Texas Women's University 3% Other Agencies 1% •Issue Citation Electronically or Manually Public Safety Officer •Record Citation in Case Mgmt. System. Municipal Court Admin •Assess Fines & Fees Automatically based on Violation Case Mgmt. System 16 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page8 What We Found • The City's public safety agencies issue citations electronically and manually. The Municipal Court Administration Division has developed a 'Data Entry Manual' that contains the steps and responsibilities for staff recording and importing citations into the case management system. o Electronic citations are issued using handheld ticket writers that are integrated with the case management system through an electronic citation software. These citations are uploaded from the citation software into the case management system each day. o Manual citations are physically delivered to the Municipal Court Administration Division. These citations must be entered into the case management system by Division staff. The majority of manual citations are issued by the Denton Police Department, which are delivered to the Municipal Court by Police Department staff each business day. • Citations have a pre-printed note directing defendants to wait five days after receiving a citation before contacting the Municipal Court. In order to facilitate this timeline, Division practices require issued citations to be uploaded into the case management system within two to five days of issuance. o Based on review of a judgement sample of 30 electronic citations issued in 2020, about 97 percent were recorded in the case management system within five days of issuance, indicating that timeliness was not an issue. o Based on review of a sample of 60 manual citations issued in 2019 and 2020, it was observed that 34 were recorded in the case management system within five days of issuance. This timeliness appears to have been significantly impacted by the COVID-19 Pandemic, as seen in Table 1. Table 1: Manual Citation Filing Timeliness by Year Avg. Days to Deliver Avg. Days to Enter5 Avg. Days to Record Percent Recorded Timely 2019 3 1 4 70% 2020 4 3 7 43% Both: 4 2 5 57% • Fines and fees due for each citation are automatically determined by the case management system and assessed to each defendant’s case based on the violation committed. This determination uses fine and fee information stored in the case management software that is based on federal, state, and local statutory requirements. • Based on review of a randomly selected sample of 60 manual citations issued in 2019 and 2020 and 30 electronic citations issued in 2020, citations are accurately recorded in the case management system. 5 Occasionally, Municipal Court Administration staff must request clarification or additional information from the issuing officer, which may cause delays in entry. 17 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page9 o Manual citations are verified by another court clerk to ensure that details are correctly details entered into the case management system. A copy of the issued citation was uploaded into the defendants’ cases in the case management system. • About 400 manual citations were issued during fiscal year 2019-20. The Municipal Court Administration Division provides blank citation books to the City's public safety agencies for their use. o Issued manual citations are not reconciled to the case management system by the Municipal Court Administration Division or public safety agencies to ensure they are not lost or misplaced. Gaps in issued citations’ sequential numbering were observed. Why It Matters Citations should be recorded in the case management system within stated timelines to ensure information is readily available to defendants when they contact the Court and prevent confusion. In addition, delays in citation recording, may impact defendants who are generally required to appear in Court 30 days after the citation is issued if no other action on their case is taken. While manual citations were generally recorded in a timely manner previous to the COVID-19 Pandemic, the Municipal Court Administration Division and public agencies should work to ensure that citations are recorded as quickly as possible to prevent delays in the case adjudication process and judicial proceedings. Similarly, there is currently no process to detect if any manual citations were voided, lost, or misplaced before submission to Municipal Court. Unaccounted citations may result in delays in the judicial process or could potentially be abused. Implementing a reconciliation process could provide assurance that all issued and voided manual citations are appropriately tracked and recorded in the City's records. Recommendations: 1. Develop a process in consultation with the City’s public safety agencies for timely submission of manual citations with Municipal Court Administration Division. Also, ensure that manual citations, once received, are recorded in the case management system without delay to improve the overall timeliness of citations' entry. Police Department Comments: The Records Management Division will electronically scan manual citations to Municipal Court during business hours to expedite the internal process. A Standard Operating Procedure pertaining to this procedure will be added to the Records Management SOP manual. Municipal Court Administration Comments: While the Court does not have the authority to assign or enforce procedures to public safety agencies, the Court will work with them to develop processes that will expedite the submission of manual citations. Court Administration will also update internal processes to further ensure timely entry of these citations in the case management system. 2. Maintain a database of manual citations received and create a process for reconciliation of manual citations in consultation with the public safety agencies. 18 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page10 Police Department Comments: The Police Quartermaster will maintain a database to record the number of manual citation books issued, unused and destroyed inventory. The Records Management Division will maintain an electronic database of manual citations issued, corrected, voided and/or returned. The division will disseminate this information to Municipal Court for reconciliation. Municipal Court Administration Comments: Since manual citations originate with the public safety agencies, it is most appropriate that a database is maintained by these agencies. Court Administration can provide reporting of manual citations entered, or other information deemed necessary, to assist the agencies with their tracking and reconciliation processes. Effective Collection Procedures Established; Drop Payment Supervision Needed In order to ensure accurate collection of fines and fees, each case’s status and adjudication judgement must be promptly updated in the case management system and supporting documentation should be appropriately maintained. In order to ensure that fine and fee payments are effectively recorded and accurately reported: o Appropriate policies and procedures should be developed for posting and reconciling collections; o Duties should be properly segregated among staff for accounting transactions; and o Municipal Court Administration staff should be aware of payment collection posting and reporting requirements. During the FY2019-20, Municipal Court Administration Division collected about 2.9 million in fines and fees from defendants. What We Found • Municipal Court Administration staff maintain and update case records in the case management system based on the judicial adjudication process and the Municipal Court Judge’s directions. Case documentation is maintained in the City’s document repository. o Based on review of a statistical sample of 96 cases filed during the FY2019-20, case documentation regarding the judicial adjudication process was properly executed and appropriately retained in the document repository. In addition, fines and fees appeared to be appropriately collected and posted to the case management system based on the assessment or adjudication. Documentation for Community Services and Driver Safety Course was appropriately verified and recorded when applicable. o Based on review of a randomly selected sample of ten cases, documentation for all defendants who were granted credit for jail time by the Municipal Court Judge was properly recorded in the case management system and documented in the document repository. • The Municipal Court Administration Division has developed adequate standard operating procedures for cash handling and payment processing. Defendants may pay outstanding fines and fees online or in person at the Municipal Court with cash, check, money order, or credit card. Payments received at the Court are manually entered and updated to each defendant’s 19 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page11 case in the case management system in real-time. Adequate controls appear to be in place for handling and reconciling payments collected daily, including: o Court Representatives are each assigned one cash bag, which is obtained from the Municipal Court safe at the beginning of each shift. Only the Municipal Court supervisors are able to open the safe and they do not have the ability to open individual cash bags. o Payments made by defendants online are reviewed and posted in the case management system each business day by a Court Supervisor. o Daily, Court Representatives reconcile collections to payments recorded in the case management system. A different Court Representative or a Court Supervisor then verifies that this reconciliation is accurate. o These reconciliations are consolidated on a Daily Deposit Report, which is prepared by a Court Supervisor and forwarded to the Accounting Division to report daily collections. ▪ Based on review of a sample of 30 randomly selected Daily Deposit Reports, all collected fines and fees were properly recorded into the case management system and accurately reported to Accounting. o Fines and fees collected in cash are deposited with the Customer Service Division the next day along with a signed deposit receipt. Customer Service staff verify the cash and sign the deposit receipt. o Checks and money orders are scanned and deposited with the bank electronically. • Checks, cash, and money orders may also be mailed or placed in an overnight drop box. o These payments are retrieved by a single Court Representative who processes each payment in the case management system daily. o The cashier windows are monitored during business hours by security cameras, which are generally watched by a Court Supervisor throughout the day. This footage is maintained for about 60 days. o Payments are also recorded in an EXCEL-based Mail Log. ▪ Based on a review of fifteen payments recorded in the Mail Log, all but one were properly posted in the case management system and accurately reported in the Daily Deposit Reports. This exception was a check that was not cashed but instead returned to the defendant by their request. This fine was instead paid online and recorded per that payment process. The check return was not recorded in the Mail Log. • As required by Texas Government Code, Chapter 71, Section 71.035(b), Denton’s Municipal Court activities reports were properly filed with the Texas Office of Court Administration during fiscal year 2019-20. 20 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page12 Why It Matters Appropriate court case records and documentation maintenance ensure that the cases are being efficiently monitored and assessed, and adjudicated court fines and fees are being appropriately collected. Similarly, the Municipal Court Administration Division has adopted formalized processes for cash handling; clarifying which staff have access to the safe and cash bags would provide further assurance about cash safety and help bring awareness among the City’s staff. In addition, the City has adopted adequate procedures for proper posting of payments into the case management system and accurate reporting to the Accounting Division. That being said, about nine percent of payments collected by the Municipal Court are received in the mail or through the drop box. Allowing a single employee to retrieve payments received in the mail and drop box increases the risk of fraud and abuse as the customer does not witness the payment being processed. Furthermore, while these payments should be recorded on a mail log, the current EXCEL-based system is vulnerable to alteration, which could potentially be misused, especially when cash is received. Finally, updating the Mail Log to include checks and money orders that are returned or not cashed will facilitate reconciliation. Recommendations: 3. Update procedures to clarify which staff have access to the safe and cash bags. Municipal Court Administration Comments: Court Administration will update process documentation to include safe and cash bag access information. 4. Keep a record of returned checks and money orders in the Mail Log maintained for recording payments received through the mail and drop box to reconcile the checks and money orders received and cashed. Municipal Court Administration Comments: In addition to adding comments on the case, Court Administration will update processes to include noting the mail log if a payment is returned to a defendant. 5. Requiring two staff members to retrieve and process payments received through the mail and drop box. These payments and the Mail Log should be verified again as part of the daily reconciliation process. Municipal Court Administration Comments: Court Administration will explore options to further reduce risk identified with mail and drop box payments. Processes and assignments will be updated accordingly. 6. Maintain a non-alterable record of payments received through the mail and drop box. Municipal Court Administration Comments: Court Administration will explore options to comply with this recommendation. Processes and documentation will be updated accordingly. 21 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page13 Defendants Payment Plans Are Appropriately Documented and Administered Allowing defendants to pay court fines and fees in installments through a payment plan is considered a best practice. Denton’s Municipal Court provides an option to defendants to pay adjudicated fines and fees in parts and dispose of their case without arrest. Payment plans should be properly approved, adequately documented, and regularly monitored for delays and non- payments in order to be effective. What We Found • The Municipal Court Judge has authorized Municipal Court Administrative Division staff to create payment plans for fines and fees owed on adjudicated cases if requested by a defendant within certain parameters. These parameters are documented in the Collection Office Manual and include the following: o Defendants may request a payment plan before or after a warrant has been issued; however, if the case has not been adjudicated, the Municipal Court Judge must review and approve the request. o Monthly payment amounts can be set as low as $50, and defendants can be granted up to 30 days for the first payment to be paid. If the defendant requests a lower monthly amount or a longer time before the first payment, the Municipal Court Judge must review and approve the request. o A Court Representative may grant three 30-day extensions to make a monthly payment. Defendants are required to make a new payment plan on the fourth extension request. • At the end of December 2020, 226 defendants had an active payment plan with Denton’s Municipal Court. Based on a review of a judgement sample of 30 active payment plans, it was observed that all payment plans had been appropriately approved and administered following the Court's procedures. o All payment plans’ transactions were appropriately recorded in each defendant’s case in the case management system. o The documentation for each reviewed payment plan's application and approval was appropriately executed and maintained in the document repository. o The monthly payment delays and plan extensions were appropriately tracked and administered by Municipal Court staff. Why It Matters The Municipal Court Administration Division administers defendant’s payment plans appropriately per the Municipal Court’s established procedures. Payment plans appear to assist defendants who owe fines and fees by spreading payments out over time. This process also helps the City dispose of cases while minimizing the issuance of arrest warrants. Recommendation: None 22 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page14 Some Reviewed Refunds Were Not Properly Approved Municipal Courts are required to refund defendants if fines and fees are overpaid or if the posted bond exceeds the adjudicated fines and fees, whenever necessary. Refunds should be properly approved and documented to ensure they are issued appropriately. What We Found • Per the Collection Office Manual, refund documentation is prepared by a Court Representative based on a defendant's request or the based on the Municipal Court Judge's order. A refund form with supporting documentation is submitted to their Supervisor for approval. Refunds forms are verified and signed by a Supervisor and sent to the Accounts Payable Division for payment to defendants. • The Municipal Court Administration Division processed 23 refunds amounting to $5,608 between March 2020 and February 2021. Of 23, eight refunds were prepared by a Court Supervisor instead of a Court Representative. o Of these, four refunds, amounting to $906, were not verified or approved by another employee. The remaining four, while verified, were not approved by the preparer’s supervisor. Based on discussion with Municipal Court Administration Division staff, these refunds were not properly authorized due to staffing shortages caused by the COVID-19 Pandemic. Why It Matters The Collection Office Manual requires refunds to be approved by the Supervisor of the Court Representative, who prepares the documentation and processes the refund in the case management system. These procedures are designed appropriately to ensure adequate separation of duties between those requesting and authorizing a cash disbursement; however, almost a third of refunds processed since March 2020 did not adequately follow this procedure. Allowing staff to process and approve refunds increases the risk of error and fraud. Recommendation: 7. Ensure that Municipal Court refunds are adequately approved. Specifically, one employee should prepare and process the refund request, which should be reviewed and approved by their Supervisor. Municipal Court Administration Comments: Court staff will follow documented procedures to ensure separation of duties and adequate controls. Court Administration will regularly check for compliance and plan ahead if staffing creates dual control challenges. Collection Agency Payments Are Effectively Processed; Clarify Referral Process Collection efforts are generally required if defendants do not pay their fines and fees timely. In general, municipalities contract with a collection agency to facilitate these efforts after a certain length of time. In order to ensure effective reporting and administration of collection through a collection agency: ➢ Delinquent cases should be timely referred to the Collection Agency, 23 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page15 ➢ Payments received from Collection Agency should be appropriately monitored and accurately reported in City’s records; and ➢ Defendants should be aware of the City’s practice of sending the delinquent cases to the Collection Agency. What We Found • The City has contracted with a collection agency to collect delinquent payments from defendants. According to Municipal Court Administration Division staff, delinquent fines and fees are generally sent to the collection agency at least 60 days after a warrant has been issued. • As authorized under Chapter 103 of the Texas Code of Criminal Procedure, the collection agency directly charges defendants a collection fee equivalent of 30 percent of the fines and fees due. o The Municipal Court stopped issuing warrants to defendants after March 2020 due to the COVID-19 Pandemic. For this reason, no delinquent payment cases have been sent to the collection agency since March 2020. o The Municipal Court’s City webpage does not appear to include information on the referral of court fines and fees to the collection agency. • The Municipal Court Administration Division has set up an effective process for tracking and recording of fine and fee payments collected by the City’s collection agency daily as illustrated in Figure 5. Figure 5: Collection Agency Payments’ Daily Tracking and Recording Process • Based on review of 12 randomly selected collection agency daily reports, all reviewed daily collected payments were properly verified and recorded in the case management system per the established process. These payments were also accurately reported in Municipal Court’s Daily Deposit Reports sent to Accounting. • Based on a review of cases referred to the collection agency between October 2019 to March 2020, referrals made for delinquent cases are generally referred to the collection agency four months after a warrant is issued and are generally made at least 30 days after the 60 day minimum timeline. Daily Collection to Municipal Court Daily E-Mail to Municipal Court Daily Verification & Import of payments into Case Mgmt. System Warrants Cleared and Cases Closed Collection Agency Municipal Court Admin. Division 24 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page16 Why It Matters The Municipal Court Administrative Division has developed an effective process for receiving and processing delinquent payments collected by the City’s collection agency; however, information about the delinquent payment referral and collection process is not publicly posted on the City’s website. Ensuring that this information is available may further prompt some defendants to pay their fines and fees on time and helps minimize the risk that defendants are overcharged by the collection agency as they charge defendants the collection fee directly. In addition, from October 2019 to March 2020, all delinquent payment cases were referred to the collection agency after at least 90 days from the warrant issue. Delaying referral of cases to the collection agency may hinder the timely disposal of cases. Therefore, reducing the referral timeline could help reduce the overall time taken to dispose of cases as collection efforts can be initiated earlier. Recommendations: 8. Update the Municipal Court’s City webpage to include the collection agency referral procedure. This information should include the referral timeline and the additional collection fee. Municipal Court Administration Comments: The Court Administrator will have collection agency information added to the Frequently Asked Questions portion of the court’s website. 9. Develop a procedure for referring the delinquent payment cases to the collection agency promptly on the passing of 60 days after issuance of a warrant. This recommendation is suggested to be implemented when the Municipal Court resumes sending cases to the collection agency. Municipal Court Administration Comments: Court Administration will develop and document collection agency referral processes to comply with this recommendation. Case Management System Access Properly Granted; Increased Monitoring Needed Per the Government Accountability Office’s Federal Information System Controls Audit Manual’s methodology, governmental entities should have policies and procedures in place to provide logical access to the users. ➢ Access should be limited to users with a valid business purpose and should be related to the users' duties and responsibilities. ➢ Unnecessary and inactive accounts and access rights should be removed or otherwise secured. ➢ System owners should periodically review authorization lists and levels to assess their appropriateness. ➢ Entries executed by employees in an information system should be controlled through formal and active supervision. 25 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page17 What We Found • The City uses a court case management system to record the collection of assessed or adjudicated fines and fees and to track the progress of cases through the judicial process. • Group-based case management system access rights are granted based on the duties and responsibilities performed by City staff; however, there is no formal process or criteria in place for granting and removing this access. o The Municipal Court Administrator is able to grant and revoke access rights to the case management system and access rights are granted and removed with her approval. o The modification and removal of access rights are made on request if there is a new appointment, role change, or employee termination information received from the HR Department. o Only two Municipal Court Supervisors have been granted administrative rights. • No formal process has been developed to regularly review users and their access levels to verify that assess and authorization are appropriate. o Four active system users, including two Technology Services staff with administrative- level rights, were former employees. Their access rights were promptly removed once the Municipal Court Administration Division staff were informed. It should be noted that the risk associated with this is relatively minimal as the case management system is a desktop-based, licensed application, which must be installed on a user’s system to access. • No formal process has been developed to regularly review and monitor the case updates or fee adjustments made in the case management system by the users. Why It Matters Group-based case management system access ensures staff are granted access based on their duties and responsibilities provides assurance that users are not granted unnecessary access. That being said, without a formal process for requesting and approving system access there is a risk that inappropriate access may be granted. Additionally, in order to ensure proper controls, terminated employees’ access should be promptly disabled or deleted. The Municipal Court Administration Division has a procedure in place to disable the users who are no longer employees or no longer needed access when they are notified. Conducting periodic user access reviews access will provide further assurance that only authorized users may use the system. Finally, not all case management system transactions and entries executed by users are monitored and reviewed regularly, which may leave room for error or abuse. A formal process for periodically reviewing case status updates or fee adjustments made in the case management system would help ensure the accuracy and appropriateness these transactions. 26 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page18 Recommendations: 10. Create a formal process for granting and removing case management system user access, including the criteria and conditions for group-based access control. Municipal Court Administration Comments: The Court Administrator recently developed a SmartSheet request form to add, update, or remove Incode access. The form includes the group-based access needed. This has already been used to add new Dispatch employees. The Court Administrator will document this process. 11. Develop a procedure for periodical review and monitoring of the case management system User Listing and authorization. Municipal Court Administration Comments: The Court Administrator will audit user access at least twice annually. This process will be documented by the Court Administrator. 12. Develop a process to regularly review fees and fine adjustments and case status updates in the case management system to ensure accuracy and appropriateness. Municipal Court Administration Comments: The Assistant Court Administrator currently audits cases and payments on a daily basis. Court Administration will document these processes. If additional ways to audit are found that will further comply with this recommendation, they will be added. 27 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page19 Appendix A: Management Response Summary The following summarizes the recommendations issued throughout this report. The auditors found that staff and the Divisions were receptive and willing to make improvements to controls where needed. Management has provided their response to each recommendation. 1 Develop a process in consultation with the City’s public safety agencies for timely submission of manual citations with the Municipal Court Administration. Also ensure that manual citations, once received, are recorded in the case management system without delay to improve the overall timeliness of citations’ entry. Concur Expected Completion (Mentioned below) Municipal Court Administration Comments: While the Court does not have the authority to assign or enforce procedures to public safety agencies, the Court will work with them to develop processes that will expedite the submission of manual citations. Court Administration will also update internal processes to further ensure timely entry of these citations in the case management system. Police Department Comments: The Records Management Division will electronically scan manual citations to Municipal Court during business hours to expedite the internal process. A Standard Operating Procedure pertaining to this procedure will be added to the Records Management SOP manual. Responsibility: Court Administration & Public Safety Agencies (June 30, 2021) Responsibility: Records Management Division (April 1, 2021) 2 Maintain a database of manual citations received and create a process for reconciliation of manual citations in consultation with the public safety agencies. Concur Expected Completion (Mentioned below) Police Department Comments: The Police Quartermaster will maintain a database to record the number of manual citation books issued, unused and destroyed inventory. The Records Management Division will maintain an electronic database of manual citations issued, corrected, voided and/or returned. The division will disseminate this information to Municipal Court for reconciliation. Municipal Court Administration Comments: Since manual citations originate with the public safety agencies, it is most appropriate that a database is maintained by these agencies. Court Administration can provide reporting of manual citations entered, or other information deemed necessary, to assist the agencies with their tracking and reconciliation processes. Responsibility: Records Management Division Section (April 1, 2021) Quartermaster Section (End of 2021) Responsibility: Court Administration & Public Safety Agencies (June 30, 2021) 3 Update procedures to clarify which staff have access to the safe and cash bags. Concur Expected Completion: 04/30/2021 28 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page20 Municipal Court Administration Comments: Court Administration will update process documentation to include safe and cash bag access information. Responsibility: Court Administration 4 Keep a record of returned checks and money orders in the Mail Log maintained for recording payments received through the mail and drop box to reconcile the checks and money orders received and cashed. Concur Expected Completion: 04/30/2021 Municipal Court Administration Comments: In addition to adding comments on the case, Court Administration will update processes to include noting the mail log if a payment is returned to a defendant. Responsibility: Court Administration 5 Requiring two staff members to retrieve and process payments received through the mail and drop box. These payments and the Mail Log should be verified again as part of the daily reconciliation process. Concur Expected Completion: 05/30/2021 Municipal Court Administration Comments: Court Administration will explore options to further reduce risk identified with mail and drop box payments. Processes and assignments will be updated accordingly. Responsibility: Court Administration 6 Maintain a non-alterable record of payments received through the mail and drop box. Concur Expected Completion: 05/30/2021 Municipal Court Administration Comments: Court Administration will explore options to comply with this recommendation. Processes and documentation will be updated accordingly. Responsibility: Court Administration 7 Ensure that municipal court refunds are adequately approved. Specifically, one employee should prepare and process the refund request, which should be reviewed and approved by their Supervisor. Concur Expected Completion: Immediately Municipal Court Administration Comments: Court staff will follow documented procedures to ensure separation of duties and adequate controls. Court Administration will regularly check for compliance and plan if staffing creates dual control challenges. Responsibility: Court Administration 8 Update the Municipal Court’s City webpage to include the collection agency referral procedure. This information should include the referral timeline and the additional collection fee. Concur Expected Completion: 04/30/2021 Municipal Court Administration Comments: The Court Administrator will have collection agency information added to the Frequently Asked Questions portion of the court’s website. Responsibility: Court Administration 9 Develop a procedure for referring the delinquent payment cases to the collection agency promptly on the passing of 60 days after issuance of a warrant. This recommendation is suggested to be implemented when the Municipal Court resumes sending cases to the collection agency. Concur Expected Completion: 07/30/2021 Municipal Court Administration Comments: Court Administration will develop and document collection agency referral processes to comply with this recommendation. Responsibility: Court Administration 10 Create a formal process for granting and removing case management system user access, including the criteria and conditions for group-based access control. Concur Expected Completion: 29 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page21 In Progress; Complete by 04/30/2021 Municipal Court Administration Comments: The Court Administrator recently developed a SmartSheet request form to add, update, or remove Incode access. The form includes the group-based access needed. This has already been used to add new Dispatch employees. The Court Administrator will document this process. Responsibility: Court Administration 11 Develop a procedure for periodical review and monitoring of Incode User Listing and authorization. Concur Expected Completion: 07/30/2021 Municipal Court Administration Comments: The Court Administrator will audit user access at least twice annually. This process will be documented by the Court Administrator. Responsibility: Court Administrator 12 Develop a process to regularly review fees and fine adjustments and case status updates in the case management system to ensure the accuracy and appropriateness. Concur Expected Completion: In progress; Complete by 06/30/2021 Municipal Court Administration Comments: The Assistant Court Administrator currently audits cases and payments on a daily basis. Court Administration will document these processes. If additional ways to audit are found that will further comply with this recommendation, they will be added. Responsibility: Court Administration 30 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page22 Appendix B: Citation Demographic Information The following demographic information has been presented to provide information and context about the City of Denton’s Municipal Court system’s defendants. This information is solely based on citations issued during fiscal year 2019-20 by Denton’s public safety agencies. It is important to note that this demographic information is reported by public safety officers and so may not accurately represent a person’s self- reported identify. This report does not draw conclusions about disparate citation outcomes experienced by different racial, ethnic, gender, and age groups.6 The following figures present the percentage of all citations issued, cases dismissed, and potential warrants7 for each demographic group in comparison to each group’s percentage of the City of Denton’s population.8 Citations are split between those issued in relation to the Transportation Code (almost 10,900 total) and the Penal Code (About 900 total) . Almost 3400 citations not related to either of these two Codes are not include in Figure 6, Figure 7, or Figure 8. Figure 6: Gender Comparisons of Citation Outcomes to Denton Population Figure 7: Age Comparisons of Citation Outcomes to Denton Population 6 It should be noted that reporting on race, ethnicity, and gender are limited by data as it is collected by public safety agencies. Internal Audit recognizes that some demographic categories as they are presented here may inaccurately represent an individual’s race, ethnicity, or gender. 7 Due to the COVID-19 Pandemic, the Municipal Court has not issued new warrants since March 2020. For this reason, the potential warrant metric is used and includes all outstanding warrants and cases where the defendant has failed to appear but a warrant has not yet been issued. 8 While this comparison is used, it is important to note that not all defendants are City of Denton residents. 0% 10% 20% 30% 40% 50% 60% 70% 80% Women Men Traffic Code Related 0% 10% 20% 30% 40% 50% 60% 70% 80% Women Men Penal Code Related City Population Citations Dismissed Cases Potential Warrants 0% 10% 20% 30% 40% 50% 60% 70% Juvenile Minor Young Adult Adult Traffic Code Related 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% Juvenile Minor Young Adult Adult Penal Code Related City Population Citations Dismissed Cases Potential Warrants 31 The City of Denton Internal Audit Report April 2021 Audit of Municipal Court Payments Page23 Figure 8: Race & Ethnic Comparisons of Citation Outcomes to Population The table below summarizes the percentage of all citations issued to each group that are dismissed or will potentially have a warrant issued. This information is intended to allow comparison of citation conversion rates. Table: Citation Conversion Rates by Demographic Group Group Total Citations9 Percent Dismissed Percent Potential Warrant Gender Groups Male 8,099 7.2% 18.0% Female 5,103 7.7% 11.9% Age Groups Juvenile 150 10.0% 0.0% Minor 2,398 8.5% 11.6% Young Adult 2,836 7.2% 17.3% Adult 7,867 7.0% 16.5% Race & Ethnic Groups White 7,674 7.2% 13.0% Hispanic 2,556 6.9% 13.8% Black 2,528 8.2% 27.3% Asian 286 5.6% 6.3% Other 84 9.5% 4.8% All Groups: 15,167 6.5% 13.6% If you would like to learn more about the demographic information of traffic stops performed and citations issued by the City of Denton’s Police Department you can visit its Data Initiative webpage on the City of Denton’s website. 9 Citations by group may not add up to the total citations issued as those with unknown or blank gender, age, race, or ethnicity information have been excluded. 0% 10% 20% 30% 40% 50% 60% 70% Traffic Code Related 0% 10% 20% 30% 40% 50% 60% 70% Penal Code Related City Population Citations Dismissed Cases Potential Warrants 32 Audit of Municipal Court Payments Madison Rorschach City Auditor Internal Audit Department April 13, 2021 133 Purpose of the Audit 2 Municipal Court Payments Process•Audit evaluated the Municipal Court Admin.’s processes & procedures for collecting about $3 million in fines and fees annually. •Payments must be collected in accordance with applicable regulations & documented appropriately to effectively dispose of citations. Citation Assessment •Public safety agencies issue citations •Citation fines & fees assessed automatically by the case management system Case Adjudication •Municipal Court Admin. informs defendants of adjudication process •Municipal Court Judge adjudicates citation cases Fines & Fees Collection •Municipal Court Admin. collects & records assessed or adjudicated fines & fees ID 20-2553 34 Citations Generally Recorded Effectively; Could Improve Manual Citation Processes 3 Citation Assessment Process•All citations accurately recorded in the case management system. •Electronic citations generally assessed in a timely manner. •Manual citation assessment timeliness impacted by COVID-19. •No process to ensure all issued manual citations are delivered to the Municipal Court. •No reconciliation process in place to track voided or lost citations. •Issue Citation electronically or manually Public Safety Officer •Record citation in Case Mgmt. System Municipal Court Admin.•Assess fines & fees automatically based on violation Case Mgmt. System Process should take five days or less ID 20-2553 35 Cash Handling Procedures Generally Effective; Some Addt’l Supervision Needed •In general, collected payments and on-hand cash are adequately safeguarded. •Drop payments (i.e. received in the mail or drop box) are only processed by one Court Rep.; security camera usage does not fully mitigate associated risk of theft or error. •Daily deposits are appropriately reconciled, verified, and reported. •Collection agency payments were effectively processed, but information on the referral process is not publicly available. •Some refunds were not approved by a supervisor due to COVID-19 issues. •Reviewed payment plans were properly approved and administered per the Municipal Judge’s guidelines. 4ID 20-2553 36 •System access is generally appropriate based on each user’s responsibilities. •New user access is appropriately approved; however, not well documented. •No formal process for periodically verifying that user access is appropriate. •Quality control process for case updates and fee adjustments not formalized. Case Management System Access Properly Granted; Increased Monitoring Needed 5ID 20-2553 37 6 Management Response Summary ID 20-2553 Rec.Recommendations*Response Implementation Actions* 1 Develop process for timely submission of manual citations with public safety agencies.Concur Will collaborate with public safety agencies to expedite submission; DPD will electronically scan manual citations and develop an SOP. 2 Develop process to reconcile issued & submitted manual citations with public safety agencies.Concur Will provide reporting of manual citations as needed; DPD will maintain database and disseminate information to the Court for reconciliation. 3 Update procedures to clarify access to safe and cash bags.Concur Process documentation will be updated. 4 Record returned checks and money orders on the Mail Log.Concur Will update process to include noting on the Mail Log if a payment is returned in addition to commenting on the case.. 5 Require two staff members to retrieve and process payments received through the mail and drop box.Concur Will explore options to further reduce risk identified with mail and drop box payments. 6 Maintain non-alterable record of payment received through the mail and drop box.Concur Will explore options to comply with the recommendation. 7 Ensure Municipal Court refunds are adequately approved.Concur Will follow documented procedures and regularly check for compliance. 8 Update Municipal Court webpage to include collection agency referral procedure.Concur Will have collection agency information added to the FAQ of the Court’s website. 9 Develop procedure for referring delinquent payment cases to collection agency promptly.Concur Will develop and document collection agency referral processes to comply with rec. 10 Create formal process for granting and removing case management system access.Concur Recently developed request for to add, update, or remove access. 11 Develop procedure to periodically review and monitor user list and authorization.Concur Will audit user access at least twice annually. 12 Develop process to regularly review fine and fee adjustments and case status updates.Concur Cases and payments currently audited daily; process will be documented and if additional ways to audit are found they will be added. *Detailed recommendations and implementation actions can be seen in the full audit report. 38 Questions? 7 Madison Rorschach City Auditor Internal Audit Department ID 20-2553 39 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-384,Version:1 AGENDA CAPTION Receive a report, hold a discussion and give staff direction regarding a mid-year update for the Denton Economic Development Partnership. City of Denton Printed on 4/9/2021Page 1 of 1 powered by Legistar™40 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Economic Development ACM/CFO: David Gaines DATE: April 13, 2021 SUBJECT Receive a report, hold a discussion, and give staff direction regarding a mid-year update for the Denton Economic Development Partnership. BACKGROUND The City Council and the Denton Chamber of Commerce first entered into an economic development partnership agreement in 1986. Through an economic development program agreement, the City provided funds for the administration and operation budget of the Chamber of Commerce’s Office of Economic Development, which includes: • Prospect generation activities; • Marketing activities, i.e. trade shows, publishing/printing, website(s) administration, marketing materials; and • Small Business Development Center support. Over the past few years, the agreement between the City and the Chamber included specific goals, deliverables, and metrics for the Chamber’s Office of Economic Development, along with enhanced clauses regarding financial reporting, insurance requirements, and indemnity. In FY 2019-20, the City and Chamber approved a new format to the agreement, that allowed for the incorporation of a work plan and more details related to the ongoing division of responsibilities and reporting requirements. FY 2020-2021 Agreement The FY 2020-21 agreement represented a shift in the partnership setup, with the agreement now focusing on aligning efforts with the economic development strategic plan and increasing cooperation and communication. The new agreement focused on: • Resetting expectations, evaluating the relationship, and development of a functional partnership with shared goals, objectives, and collaborative working structures. • Increasing and improving communication between the agencies and removing barriers to success. • Fostering a sense of trust, transparency, and openness. • Developing a shared understanding of the division of duties and responsibilities. In addition to clearly aligning and defining responsibilities, staff also developed a new work plan to align the goals and tasks identified in the strategic plan with the ongoing efforts that the Chamber will undertake over the next year. A key component of the new work plan is a commitment by both the Chamber and City to hold regular meetings to address key issues and document success. In terms of documenting success, the proposed agreement did the following: City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 41 • Established a change from a metric-based approach to an outcome-oriented approach to tracking progress. • Required regular dialogues with a focus on openness and collaboration according to the following schedule: o Weekly standup meetings between the Director of Economic Development and the Chamber’s Vice President of Economic Development. o Monthly meetings of the Economic Development Work Group which includes representatives from City and Chamber staff, the Economic Development Partnership Board Chair/Vice Chair, City Management, and representatives from the Chamber Board. o Development of an integrated quarterly economic development report that is provided to the EDPB, Chamber Board, City Manager, and City Council. o Semi-annual presentation to City Council regarding economic development efforts and strategic plan implementation. Through the first six months of the new agreement, the Partnership between the City and Chamber is working well, with each side working together as one team to focus on economic development in Denton. The renewed Partnership has accomplished many key activities and started planning for new programs. These key successes and metrics are outlined in the attached 2nd Quarter Economic Development Partnership Report (Exhibit 2) and in the presentation (Exhibit 3). EXHIBITS 1. Agenda Information Sheet 2. 2nd Quarter Economic Development Partnership Report 3. Presentation Respectfully Submitted, Jessica Rogers Director of Economic Development 42 DENTON ECONOMIC DEVELOPMENT PARTNERSHIP FY 2020-2021 2nd Quarter Report Jan -Feb -Mar 43 EconStat 20-21: Q2 Page 2 Denton’s Top 5 Industries by Jobs 1. Government 2. Health Care & Social Assistance 3. Manufacturing 4. Accommodation & Food Service 5. Retail Trade Denton’s Fastest Growing Industries 1. Transportation & Warehousing 2. Arts, Entertainment & Recreation 3. Government 4. Management of Companies & Enterprises 5. Information Demographics Population: 141,522 Median Age: 29.5 Median Household Income: $66,644 Bachelor’s Degree or Higher: 42.7% We’re Here For All Businesses! The Denton Economic Development Partnership can assist your business with: Site search & selection Expansion or relocation Workforce and training programs Labor market analyses Demographic research Incentive applications City processes or operations Business networking Investment opportunities Denton EDP City of Denton Econ. Dev. 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00%Jan '19Jan '20Feb '20Mar '20Apr '20May '20June '20July '20Aug '20Sep '20Oct '20Nov '20Dec '20Jan '21Feb '21Unemployment Rate Denton Texas USA $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 Sales Tax Collections 2019 2020 2021 0 20,000,000 40,000,000 60,000,000 80,000,000 100,000,000 120,000,000 0 20 40 60 80 100 120 140 160 180 200 Oct Nov Dec Jan Feb Mar New Residential Permits & Value FY20 Total Permits FY21 Total Permits FY20 Value FY21 Value 0 20,000,000 40,000,000 60,000,000 80,000,000 100,000,000 120,000,000 0 1 2 3 4 5 6 7 8 Oct Nov Dec Jan Feb Mar New Commercial Permits & Value FY20 Total Permits FY21 Total Permits FY20 Value FY21 Value *Does not include multifamily or additions and alterations.*Does not include tax-exempt facilities or additions and alterations. 44 Business Attraction 20-21: Q2 Page 3 Site Visits Hosted RFIs Submitted 2 25 Q2 PROSPECTS IN PROGRESS Project Industry Investment Jobs Status Source Apollo GMP Manufacturing $157M 340 Submitted RFI FW Athena Back Office Support $3.1M 400 Submitted RFI DRC Baker McKenzie N/A N/A N/A Prospect Due Diligence Direct Cold Creek Refrigerated Storage N/A N/A Closed/Won Direct Electrolyte Tab Battery Manufacturing $120M 305 Submitted RFI GO Fire Rocket Engine Design/Manufacturing $2.5M 59 Submitted RFI FW Free Flow Medical Device Manufacturing $12M 355 Closed/Lost GO Greenspan Food Processing $30M N/A Submitted RFI FW Hydrogen Production V2 Hydrogen Production $1B 200 Submitted RFI GO Inventory Life Sciences N/A N/A Submitted RFI FW Jupiter PPE Manufacturing $25M 300 Short List County Mission Aerospace Product Manufacturing N/A N/A Submitted RFI DRC NCM Charge Lithium Ion Battery Manufacturing $350M 225 Submitted RFI GO Neowise Arrow Archery Sports Equipment Manufacturing N/A 300 Closed/Lost DRC Oasis Cove Medical Device Manufacturing $39M 38 Closed/Lost GO Omni-Channel Retail Fulfillment $100M 1,200 Submitted RFI FW Orion Distribution Center $75M 852 Submitted RFI DRC Pathway N/A $3.5M 38 Closed/Lost FW Patio Light LED Light Manufacturing $50M 350 Submitted RFI GO Pharma Pharmaceuticals $100M N/A Submitted RFI Direct Primoris Engineering Engineering Services N/A N/A Short List Direct Ragnarok Manufacturing Electric Vehicle Manufacturing $500M 1,000 Submitted RFI GO Red Stone Data Center $181M 1,000 Submitted RFI DRC Rose Arrangement Furniture Manufacturing $190M 1,000 Submitted RFI GO Project S N/A N/A N/A Prospect Due Diligence Direct Steadfast Metal Processing $1M 75 Submitted RFI GO Thanos Flight Unmanned Aircraft Manufacturing $100M 2,000 Submitted RFI GO Thirteen Nutrients Food Manufacturing $30M 230 Submitted RFI GO UHT-BM Ultra-High Temperature Packaging $50M 40 Short List GO Up Lift Hydraulic Manufacturing $100M 500 Submitted RFI FW 7 Requests for Incentive Reviews In the News Logistics company to anchor new Denton industrial park (Dallas Business Journal) Local logistics provided EMLS Inc. will consolidate local operations in a new 400k sf facility in Denton Crossing @ I-35. G=Governor’s Office, D=Dallas Regional Chamber, F=Fort Worth Chamber, DI=Direct, O=OtherThis Quarter Site Visits Hosted RFIs Submitted 3 41 11 Requests for Incentive Reviews Year to Date 45 Evaluation Period Introductory Contact Digital Pre-Survey Visit & Data Collection Business Selection Follow Up & Resolution Business Retention & Expansion 20-21: Q2 Page 4 Retention Visits Q29 9 YTD Visits Any business can request a BRE visit by contacting us at economic.development@cityofdenton.com. 2021 Visit Goals ▪10-15 Startups (1-4 employees) ▪10-15 Small Biz (5-10 employees) ▪10-15 Medium Biz (11-50 employees) ▪10 Large Biz (50+ employees) ▪Additional visits to focus on sectors significantly impacted by COVID-19 37 Business Contacts in Winter Storm Uri 3 YTD Expansion Grant Discussions Key Takeaways From Q2 BRE Visits ▪Most businesses reported a positive business climate, even with COVID-19 pandemic ongoing. ▪One small business experienced increase in sales and revenue, three small businesses reported they are planning to expand and hire, and one large businesses is hiring. ▪Marketing and business leads are primary challenges. Lessons From Winter Storm Uri ▪Need for emergency contact information for major businesses (coordinating with public safety and utilities). ▪Need for additional coordination for message distribution with local businesses. ▪Continue efforts to promote business continuity plans and emergency preparation during BRE visits. Denton’s Bunch Bikes Featured on Shark Tank THE BRE PROCESS Denton cargo bike startup, Bunch Bikes, was featured on the March 26 episode of Shark Tank on ABC. Bunch Bikes was also one of our first BRE visits in 2021, where we talked with Founder & CEO Aaron Powell about the growth in his business. We continue to work with local entrepreneurs to learn more about how we can support their needs and are amazed at the hard work and dedication they put into their businesses and our community. Congrats to Aaron and the Bunch Bikes team on getting a deal and having a successful trip into the Shark Tank! We can’t wait to see what they do next.Learn more at https://bunchbike.com/ 46 Workforce, Education & Training 20-21: Q2 Page 5 Denton Business Allies DBA works by connecting businesses to organizations ready and able to assist. A big win this past quarter was connecting DISD students to a local business in need of assistance taking photographs for online sales. Through the DBA, DISD was connected to the business, and students were able to provide the needed services. Another great connection was made between UNT and WSNCT, where WSNCT was able to help with bonding at-risk job applicants through their Fidelity Bond Program. The program assists job seekers in getting and keeping a job. The Denton Business Allies are a group of stakeholders, representing business support organizations, that are working to assist businesses, entrepreneurs and our local workforce develop, grow, and thrive in Denton. The DBA offers resources, training, support, and technical assistance to employers and employees. Need support for your business or seeking career training? Contact the DBA at (940) 349-7771 FY 2020-2021 Goals Identify negative impacts and challenges to local small/large businesses, employees, and job seekers due to COVID-19. Connect employees and employers with local, state, and federal resources. Work with local partners to promote training and education opportunities. Use digital resources to assist job seekers and employers connect. Doing Business with Local Government and State Agencies Training On March 18, the City of Denton Economic Development and Procurement departments participated as panelists in a free online workshop, hosted in partnership with the Denton Black Chamber of Commerce. The workshop focused on how to assist Minority and Woman-owned businesses (MWBEs) obtain HUB certifications and how to do businesses with various entities. Presenters included City of Denton, UNT, NTTA, and DISD, who all provided information about the procurement process and how certifications work with their agencies. A video of the training is available here: https://www.dentonblackchamberonline.org/dbcoc- training. Additional information and resources for disadvantaged, minority, woman, and veteran-owned businesses are available on the City’s Small Business Resources webpage: https://www.cityofdenton.com/en- us/business/economic-development/small-business- resources. Entrepreneurial Support Work Group The Economic Development team is working in partnership with Stoke Denton, the UNT Murphy Center and TWU’s Center for Women Entrepreneurs to discuss and develop strategies to assist local entrepreneurs. The team is working together to develop an entrepreneur support action plan later this year, which will align with the City’s Economic Development Strategic Plan goals, and increase the resources and actions being taken to support business startup, growth, and development in Denton. Partner Highlight: Workforce Solutions of North Central Texas A key component in economic development is the development of a trained, skilled workforce, ready to meet the needs of the community and industry sectors. Denton has a great partner in these efforts, Workforce Solutions of North Central Texas (WSNCT). WSNCT leads the way in developing today’s workforce and anticipating the needs for tomorrow. They have programs to assist businesses train and reskill employees, help job seekers find or get prepared for a career change, and offer internship programs. Whether you are a business or a job seeker, WSNCT is here to help! Visit dfwjobs.com/to learn more. 47 Key Activities 20-21: Q2 Page 6 Business Assistance 83 YTD Requests Boards & Committees Board YTD Items Presented City Council 18 EDPB 17 DEDC 4 TIRZ No. 1 15 TIRZ No. 2 3 Total 57 8 Community Presentations 11 Media Requests 17 Trainings Attended 7 Networking Events Strategic Plan Update The Economic Development Strategic Plan was adopted by City Council on Feb. 9, 2021. Staff have initiated implementation and have continued to engage stakeholders through various events and presentations. Summary updates are provided in this report and delivered to EDPB, City Council, and the Chamber of Commerce. You can view the Strategic Plan at www.cityofdenton.com/economicdevelopment. We’ve Moved! The Denton Economic Development Team (City and Chamber) has relocated to the Development Services Center. 401 N. Elm Denton, TX 76201 Denton Plan 2040 American Rescue Plan Act Award Season City Council Priorities Denton has initiated an update of its comprehensive plan, which will help guide the next 15 to 20 years of growth and development. Stay engaged and share your vision for Denton’s future at www.cityofdenton.com/dentonplan2040. 51 Q2 Requests The DEDP received the Texas Economic Development Council prestigious Economic Excellence Recognition. This award recognizes economic development organizations that meet a desired threshold of professionalism. The DEDP was also named the Economic Development Partner of the Year by Workforce Solutions of North Central Texas. Thanks to everyone who helped make this possible! The Denton City Council held their annual retreat on Feb. 12 and adopted their 2021 priorities on Feb. 23., with implementation of the Economic Development Strategic Plan at the top of the list. These priorities, in addition to being a key part of staff’s work plan, are also being integrated as priorities in the City’s upcoming FY 21-22 budget development process. You can track progress of the City Council priorities at www.cityofdenton.com/councilpriorities. On March 11, President Biden signed ARPA into law, allocating an additional $1.9 trillion to Coronavirus relief programs. ARPA includes new funding for the PPP, a restaurant relief program, changes to the Small Venue Operator grant and extensions and changes to a number of business support programs. Learn more at www.sba.gov/article/2021/mar/11/american-rescue-plan-act-elevates-small- business-support-response-covid-19-pandemic. 0 50 100 150 200 250 FY20 Q2 FY20 Q3 FY20 Q4 FY21 Q1 FY21 Q2 Resolved Requests 48 Partner Updates 20-21: Q2 Page 7 Stoke: AccelerateHER Denton Chamber of Commerce Denton Main Street Association North Central Texas SBDC In partnership, Stoke and the TWU Center for Women Entrepreneurs (CWE) developed the AccelerateHER incubator program to support women-owned/founded businesses and startups, help early-stage companies develop and test their ideas and grow their businesses with a hands-on focus by the program manager, mentors, and partner networks. This incubator program will equip participating entrepreneurs with tools, education, coaching, and mentorship that will enable them to successfully develop their products or services, take them to market, and secure funding or investment where needed. On Feb. 25, the inaugural AccelerateHER program concluded with a virtual pitch event. The six participants pitched their business ideas to an audience of peers, early adopters, and investors. The event was a celebration of the progress that each founder made throughout the program, and an opportunity to put them in front of a captive audience of people invested in entrepreneurship and Denton that could help move each business forward. The Small Business Development Center (SBDC) is a partnership program with the U.S. Small Business Administration is a nationwide small business assistance network that links the resources of federal, state, and local government to those of colleges, universities, and the private sector to meet the specialized needs of small businesses. Their mission is to help new entrepreneurs realize their dream of business ownership and existing small businesses remain competitive in the complex marketplace of an ever- changing global economy. The North Central Texas SBDC has multiple offices to assist Denton and the surrounding communities, including at the Denton Chamber of Commerce and the First United Bank building. The local offices offer free services, such as advising, training, and assistance with federal disaster recovery grants. You can learn more about what they do and make an appointment at https://www.nctc.edu/small-business-development-center/. The Denton Main Street Annual Accreditation Report was presented and accepted by the Texas Main Street Program. As part of the annual certification, Denton is required to submit a detailed report of initiatives, programs, public and private investment, and accomplishments to the State. DMSA also held its annual meeting in early 2021, which included new board and committee member appointments and a complete review of 2020. At the yearly DMSA Executive Board retreat, members focused on the strategic plan and budget for 2021. DMSA voted to start Twilight Tunes in May and hold Arts & Autos in September. Planning for these special events is already underway. A team of business volunteers participated in KDB’s Great American Clean-up. Staff and businesses attended the Downtown Safety Meeting and met with Workforce Solutions for North Central Texas. DMSA is an active participant in the economic development Downtown BRE visits and helped prepare a new pre-meeting survey to spur conversations about business needs. A new program coordinated with the help of KDB, the Beautiful Business award, will roll out in April. Mark your calendar, Spring Open House is April 10-11! The Denton Chamber of Commerce is proud to partner with the City of Denton and the business community to improve the quality of life in Denton by recruiting new jobs and capital investment to Denton. This partnership is enhanced by events such as our ED Investor Reception, held on February 4. This event featured the rollout of the new Economic Development Strategic Plan which will act as a roadmap for all economic development activities going forward. Our next event will be held on May 12 and will feature a Healthcare Roundtable. For more information, visit https://dentonedp.com/. 49 Strategic Plan Implementation 20-21: Q2 Page 8 Accelerate Recovery Foster Growth Strengthen Community Inclusion ▪Published recovery dashboard in quarterly STaND report. ▪Initiated 2021 BRE program through visits, surveys, and calls with a focus on sectors/businesses significantly impacted by COVID-19. ▪Reached out to 20 major employers following Winter Storm Uri. ▪Conducted regular outreach with regional organizations to learn about and promote recovery efforts and opportunities. ▪Initiated emergency information data collection with Public Safety departments. ▪Served as concierge to assist businesses in connecting with and participating in federal and state programs. ▪Participated in DCWSLT with United Way, with March meeting focusing on Denton County Friends of the Family. ▪Coordinated with representatives from underserved and minority communities to encourage inclusive recovery. ▪Began implementation of new BRE plan with renewed focus on increasing touchpoints, business visitation and data collection and evaluation. ▪Key takeaway: Issues with marketing and lead development. ▪Continued build out of new CRM system. ▪Continued development of asset and land inventory to market to prospects. ▪Improved quality of RFIs and tracking performance. ▪Met with several regional and national brokers and developers with interest in Denton. ▪Reviewed future development areas and participated in discussions with Denton Plan 2040. ▪Began review of Westpark TIRZ performance and development. ▪Initiated creation of development districts manual. ▪Continued to work on entrepreneur support plan. ▪Initiated planning efforts for 2021 job fair with WSNCT, DISD, NCTC, and other partners. ▪Held regular meetings with Denton Black Chamber of Commerce. ▪Developed and participated as panelists in “Doing Business with Local Governments and State Agencies” to provide guidance to MWBEs on procurement processes. ▪Discussing entrepreneurship curriculum with DISD. ▪Continued connecting with Denton ISD and NCTC regarding training programs to focus on growing local talent and meeting needs of employers. Looking Ahead The goals over the next quarter include: ▪Begin development of programs and policies to implement Strategic Plan. ▪Initiate development of work plans for key strategies identify for implementation in Year 1 of Strategic Plan. ▪Continue implementation of BRE plan. ▪Continue to track COVID-19 recovery efforts. Implementation Tracking The Economic Development Team has developed a robust implementation and tracking matrix, with tasks broken down by strategic growth area. Each task has been assigned a project manager. The project managers are working through each task to identify stakeholders, develop work plans, and create timelines and checkpoints. 50 Team Denton 20-21: Q2 Page 9 Jessica Rogers Director of Economic Development | City of Denton Office: (940) 349-7531 Email: Jessica.Rogers@cityofdenton.com Cory Lacy VP of Economic Development| Denton EDP Office: (940) 382-7151 Email: Cory@dentonedp.com Kay Brown-Patrick Business Development Administrator| City of Denton Office: (940) 349-7771 Email: Kay.Patrick@cityofdenton.com Erica Sullivan Economic Development Analyst| City of Denton Office: (940) 349-7776 Email: Erica.Sullivan@cityofdenton.com Dan Rosenfield Economic Development Analyst| City of Denton Office: (940) 349-7732 Email: Daniel.Rosenfield@cityofdenton.com Christina Davis Economic Development Specialist| City of Denton Office: (940) 349-7730 Email: Christina.Davis@cityofdenton.com Additional Contacts Denton Main Street Association Christine Gossett | Executive Director (940) 349-8529 or christine@dentonmainstreet.org https://dentonmainstreet.org/ Stoke Denton Heather Gregory| Executive Director (940) 349-268-5374 or Heather@stokedenton.com https://stokedenton.com/ Denton Chamber of Commerce (940) 382-9693 https://denton-chamber.org/ Denton Black Chamber of Commerce info@dentonblackchamberonline.org https://www.dentonblackchamberonline.org/ North Texas SBDC (940) 498-6470 http://ntsbdc.org/ Workforce Solutions of North Central Texas (940) 382-6712 https://www.dfwjobs.com/ 51 ECONOMIC DEVELOPMENT PARTNERSHIP MID -YEAR UPDATE City Council Work Session April 13, 2021 ID21-384 52 2 Objective •Provide an update on the Denton Economic Development Partnership and FY20-21 partnership agreement with the Denton Chamber of Commerce. ID21-384; April 13, 2021 53 3 Background •FY20-21 Partnership agreement focused on aligning City and Chamber efforts with identified goals and strategies from the Economic Development Strategic Plan. •City and Chamber worked together to: •Reset expectations, evaluate relationship, and develop a functional partnership with shared goals and objectives. •Increase and improve communication between agencies in order to remove barriers to success. •Foster a sense of trust, transparency, and openness. •Develop a shared understanding of the division of duties. •Key terms of FY21 agreement: •Clear definition of focus areas •New work plan •One-year agreement, with option for one-year extension •City Contribution of $125,000; Chamber goal to raise $125,000 •Regular meeting and joint reporting ID21-384; April 13, 2021 54 4 Focus Areas City –Primary Chamber –Primary Incentive negotiation,policy, and administration Fiscal & economic impact analysis Labor and data analytics Development districts Business engagement in City initiatives Relationship building with developers, brokers, and local industry Business recruitment & attraction Business to business networking Private investor relations Small Business Development Center Joint –City Led Joint –Chamber Led Business retention & expansion Technical &advisory support Marketing Business training &education Cooperative Efforts Strategic Plan implementation Workforce & talent development Community engagement Small business & entrepreneurship Regional coordination and partnerships ID21-384; April 13, 2021 55 5 Contract Performance Focus Area: Relationship building with developers, brokers, local industry, and businesses Focus Area: Business recruitment and attraction ✓Meet regularly with brokers and businesses ✓Met with several brokers including Gruene Partners, Mercer Companies, JLL, Hunt SW, Paladin Partners, Colliers, CBRE and Holt Lunsford ✓Met with Workforce Solutions of North Central Texas to discuss workforce development opportunities ✓44 active Projects, 41 new RFI’s submitted in Q1 and Q2 ✓Finalist for three projects, Project Rodeo, Project Jupiter and Project UHT-BM ✓Closed won: Q1-Lowes, Q2-EMLS expansion Focus Area: Marketing Focus Area: Business to business networking ✓Selling Denton to local brokerage community ✓Advertised in Dallas Regional Chamber Economic Development Guide and Texas Economic Development Guide ✓Guest on “The Big Deal” Podcast ✓Met with about 40% of ED Investors ✓Held ED Investors Event on Feb. 4 ✓New Investors include Jagoe Public, Lily of the Desert, US Trinity and Lone Star Aero Advisors ID21-384; April 13, 2021 Focus Area: Business Training and education ✓Attended TEDC Legislative Conference, Bis Now Industrial and Logistics Update, and RED Regional Update ✓Participated in Denton 4040 Comprehensive Plan Stakeholder meetings 56 6 Key Updates •Implementation of a project management system and a CRM system to better track efforts jointly and increase reporting. •Completion and adoption of Economic Development Strategic Plan. •Formation of Economic Development Work Group and meeting monthly. •Relocation to joint offices in Development Services Center. •Creation of new joint quarterly operational report. •Improved tracking and reporting of metrics for both economic development activities and economic indicators. •Improved coordination and communication: One Team! ID21-384; April 13, 2021 57 7 Denton EDP Performance Mid-Year Key Stats Action Q1 Q2 YTD RFIs Received 39 40 79 RFIs Responded To 16 25 41 Site Visits 1 2 3 Short Listed 2 3 5 Won 1 1 2 Requests for Incentive Reviews 4 7 11 BRE Visits 0 9 9 Winter Storm Response Contacts 0 37 37 Expansion Grant Requests 0 3 3 Business Assistance 32 51 83 Networking Events 1 6 7 Professional Development 3 14 17 Community Presentations 3 5 8 Media Requests 5 6 11 Council Items 6 12 18 Board & Committee Items 17 22 39 ID21-384; April 13, 2021 Additional updates and details in the Economic Development Quarterly Reports. 58 8 Questions? ID21-384; April 13, 2021 59 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-499,Version:1 Receive a report, hold a discussion, and give staff direction regarding a request for a resolution of the City of Denton stating no objection to the JES Dev Co, Inc. 4% housing tax credit application to Texas Department of Housing and Community Affairs for proposed new construction of Pebblebrook Parkside Apartments in Denton, Texas to provide affordable rental housing. City of Denton Printed on 4/9/2021Page 1 of 1 powered by Legistar™60 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Community Services CM/ DCM/ ACM: Sara Hensley, Interim City Manager DATE: April 13. 2021 SUBJECT Receive a report, hold a discussion, and give staff direction regarding a request for a resolution of the City of Denton stating no objection to the JES Dev Co, Inc. 4% housing tax credit application to Texas Department of Housing and Community Affairs for proposed new construction of Pebblebrook Parkside Apartments in Denton, Texas to provide affordable rental housing. BACKGROUND The Texas Department of Housing and Community Affairs (TDHCA) offers a Housing Tax Credit program as one of the primary means of directing private capital toward the development and preservation of affordable rental housing for low-income households. Typical projects include apartment complexes, rental townhomes, mixed-income and mixed-use properties, supportive housing for those with special needs, and independent living facilities for seniors. There are two types of Housing Tax Credit (HTC) programs available: a 4% (non-competitive) and a 9% (competitive) program. Both programs have unique features and rules; however, in general, current policy from the TDHCA for 9% includes a scoring item that developers receive resolutions of support or no objection from the municipality in which the project is located. For the 4% program, there are threshold documents requiring that developers receive resolutions of no objection from the municipality in which the project is located. The tax credits are awarded to eligible participants and provide a source of equity financing for the development of affordable housing. Investors in qualified affordable multifamily residential developments can use the HTCs as a dollar-for-dollar reduction of federal income tax liability. The value associated with the HTCs allows housing to be leased to qualified families at below market rate rents. The Non-Competitive (4%) Housing Tax Credit program is coupled with the Multifamily Bond Program when the bonds finance at least 50% of the cost of the land and buildings in the Development. To meet the City of Denton housing and development objectives, it is the City’s policy to analyze projects requesting support for proposed Housing Tax Credits (HTC). Such analysis will determine if the project(s) comply with the principles and policies found in the City’s Denton 2030 Plan, the 5-Year Consolidated Plan for Housing and Community Development, as well as various other master, strategic, and redevelopment or neighborhood plans, adopted by the City of Denton. The goal of this analysis is to (a) establish if HTC projects merit local support, and (b) prioritize HTC submissions if more than a single proposal is received during an evaluation period. The Community Development Division serves as the City’s primary staff and point of contact for all HTC programs. Developers seeking consideration by the City of Denton for either a Resolution of Support or a Resolution of No Objection, for an HTC from TDHCA may review the HTC Policy and must submit a request for support using the City Council approved HTC Application. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 61 DISCUSSION The City has received an application submitted to Community Services seeking a Resolution of No Objection for a 4% Housing Tax Credit application to TDHCA for new construction (Exhibit 2). Staff will present an overview of the application and the proposed project with the developer to City Council at the April 13, 2021 meeting. Consideration of a resolution of no objection for the HTC will be placed on the April 27, 2021 meeting for City Council. Consideration for the provision of the Resolution of No Objection affirms that City Council has no objection for this proposed Project’s application to TDHCA to facilitate the possible award of Housing Tax Credits to fund the Affordable Housing Project. All development specific requirements for each step of a proposed development project will be required through the Development Review Process. PROJECT - Pebblebrook Parkside Figure 1  Project Type: General, New Construction  Location: 201 S Loop 288, Denton, TX  City Council District: 1 62  Developers: JES Dev Co, Inc.  Current Zoning: The current zoning is SC - Suburban Corridor. A Specific Use Permit (SUP) will be required. The SUP procedure provides a mechanism for the city to evaluate proposed development and land uses that have unique or widely varying operating characteristics or unusual features. This procedure is intended to ensure compatibility with surrounding areas and that adequate mitigation is provided for anticipated impacts  Tenant access to services: Planned partnership with Serve Denton and Grace Like Rain through a Memorandum of Understanding to provide the following types of services at no charge to the residents:  Annual tax preparation by partnering with the United Way and VITA  Monthly food pantry by partnering with the Hunger Coalition  Annual health fair by partnering with the local health department and hospitals  Weekly exercise classes in the fully furnished fitness center  Quarterly resident activities with local law enforcement agencies  Notary services  Twice monthly recreation activities  Twice monthly social events  Proximity to community resources for the residents as outlined in the chart below:  Project Amenities: Pebblebrook Parkside proposes to have amenities for its residents that plans to include:  Proposed unit amenities include:  Covered Entries 63  9’ Ceilings  Energy rated windows with Blinds or window coverings, and Screens  15 SEER HVAC  Hard surface floors in the Kitchen, Living Room, and Bathrooms  Microwaves  Self-cleaning Oven with range  Disposal and Energy-Star dishwasher  Energy-Star refrigerator with ice maker  Energy-Star laundry equipment in each unit  Wired for current cabling technology for data and phones  Exhaust/vent fans vented outside in the bathrooms  LED Lighting in Kitchen and Living Room  Energy-Star ceiling fans in the Living Room and Bedrooms  Proposed community amenities include:  Gated Swimming Pool  Fitness Center  Business Center with Wi-Fi, computers and printing station  Security cameras  Children’s Playscape with an adjacent gazebo  Community building including kitchen, Wi-Fi throughout, and furnished to host  community events  Covered community porch  BBQ grills and picnic tables  Library  Bicycle Parking  Community Garden  All-purpose Activity  Taxable Status of the Development: The development will be subject to property taxes and stay fully on the tax rolls. JES is not seeking any form of tax abatement and the property will contribute to the overall tax base into the future.  Proposed Unit Breakdown: This development proposal features the construction of 216 general occupancy apartment units. The income restrictions for these units will range from 50% of Area Median Income (AMI) – 70% of AMI.  Proposed Unit Sizes: 746 - 1,188 sq. ft.  Projected Rents: Average rents will be $753-$1,139 for a 1 bedroom, $900-$1,422 for a 2 bedroom, and $1,032-$1,793 for a 3 bedroom.  Length of Affordability: 30 Years  Experience: The developer, JES Dev Co, Inc., has developed 120 apartment communities with over 5,000 residential units and maintains an average occupancy of over 95%. The construction firm, Fairway Construction Co, Inc., has over 200 apartment communities across a ten-state portfolio with over 5,000 units. The property management company, Alpha Barnes Real Estate Services, Inc., a full-service management firm managing approximately 30,000 multifamily units with over 20,000 units in Texas. 64 Figure 2 OPTIONS 1. Approve a Resolution 2. Do Not Approve the Resolution EXHIBITS 1. Agenda Information Sheet 2. Application for a Resolution of No Objection 3. Presentation Respectfully submitted: Dani Shaw Community Services Manager 65 City of Denton Housing Tax Credit (HTC) ‐ Request for Support Application 1. PROJECT INFORMATION Legal Name of Developer/Entity Name of Proposed Development Physical address of the project Project type: Applicant Role: Housing  Tax Credit application for:9% HTC 4% HTC Applicant is requesting Council Resolution: of Support  Stating No Objection Is the property:New construction Renovation Acquisition/Redevelopment Total number of units: *Single Room Occupancy 2.  APPLICANT INFORMATION Name City Telephone Contact person Contact Telephone Contact Email DUNS #:Federal Tax ID# For Developers and Partners, check all that apply:For Profit Nonprofit Public Housing Authority (573) 397‐2105 Brian Kimes  (573) 424‐8811 bkimes@jesholdings.com  TBD  Pebblebrook Parkside, L.P.  Columbia MO ST 65203 ZIP % of Total 29 11 0 30 years 1,188 112 49 0 51.9% 22.7% 0.0% Length of Affordability on the Project: $1,032‐ $1,7933 BR Census tract # School District 60% 48121021201 1 Council District # # of Total Units Total Units $753‐$1,139 $900‐$1,422 11 0 54 27 0 74629 1,075 $ Estimated Rent # SF of Each Unit General Owner Senior 70% MR Developer Supportive Housing ‐ Special Populations Other (list below): # of Affordable Units 50% # of Market Rate  Please note: The City of Denton reserves the right to deny applications that do not coincide with the City’s Housing Tax Credit  Request for Support and Policy, various strategic and master plans, or policy direction from the Denton City Council. Before a  project will be evaluated, each applicant requesting support must submit a completed application with all attachments in  accordance with the timeline prescribed herein.  SRO* 1 BR 2 BR JES Dev Co, Inc. Pebblebrook Parkside 201 S Loop 288, Denton, TX Denton ISD 14 27 14 55 25.5% 54 108 54 216 0 0 0 0 0.0% Approved: Resolution 18‐756 onMay  8, 2018 Page  1 of 4 66 City of Denton Housing Tax Credit (HTC) ‐ Request for Support Application In the last ten years: Have you developed other Housing Tax Credit projects?Yes No If yes, please list project names and addresses: Have you developed other affordable housing projects? Yes No If yes, please list project names and addresses: 3. PROJECT NARRATIVE & ATTACHMENT CHECKLIST a. b.  c. d. e. i. ii. iii. f. g. h.  i. j. 4. FINANCIAL NARRATIVE & ATTACHMENT CHECKLIST a.Project pro forma b.Annual Audit for each partner c. d. i. ii. iii. A copy of the fiscal year budget of the tax‐exempt partner; A detailed plan explaining how projected revenues are intended to be used by the tax‐exempt partner; this should provide  sufficient explanation to understand the strategic plan for the projected additional revenue and how it will provide an  enhancement or benefit to the community. The plan should also address any community service contributions and investments  planned by the tax‐exempt partner and for‐profit developer. Texas Housing Tax Credits Deals:  Riverwood Commons: 36 senior units located at 440 Old Austin Hwy, Bastrop, TX 76802 Hidden Glen: 50 senior units located at 251 Mary Ln, Salado, TX 76571 Bluff View Senior Village: 48 senior units located at 1135 FM 741, Crandall, TX 75114 Highlander Senior Village: 66 senior units located at 30445 Willow Branch, Bulverde, TX 78163 A complete resume documenting the JES portfolio is attached in Exhibit A.  Please find the complete list of developed communites in Exhibit A.   A financial narrative for the project must be attached to this application. Please address, at a minimum, each of the following items including  supporting attachments: A project narrative and attachments must be attached to this application and briefly address, at a minimum, each of the following items: Letter of support and/or opposition from the neighborhood association; Letter of support and/or opposition from the school district(s) (if project will be tax exempt); Census tract map with site identified; Location map “all” multi‐family developments highlighting affordable housing within two miles of the proposed site; TDHCA self score ‐ Please attach TDHCA Self‐Score Matrix ‐ Sample provided in Attachment A. Describe the taxable status of the development. Indicate whether the development will be paying property taxes or if the development  will be tax exempt; If project will be tax exempt, provide: A projected loss of property taxes (to each taxing entity and in total) over the 15‐year period, and include assumptions and  comparable properties utilized; Preliminary Site Plan ‐ Provide a preliminary site plan for the proposed project; Describe tenant population(s), restrictions (e.g. income or age restrictions) and access to supportive services demonstrated through  provision of or proximity to community resources – schools, libraries, public facilities, nonprofits, health care and food security, public  transit etc. if any, to be provided to or made available to residents; Describe the project’s quality of design and construction; Provide a list of basic amenities and unit amenities proposed for the project; Letter of zoning verification or status of rezoning request from the City ‐ Include a letter from the City of  Denton’s Development  Services Department verifying that the current zoning of the site for the proposed project is compatible with the anticipated use, or  include documentation verifying that a request to change current zoning has been submitted; Demonstrate the project’s compatibility and alignment with the priorities stated in the City’s Comprehensive Plan, Future Land Use  Map, Consolidated Plan, and any other applicable master, strategic, and redevelopment or neighborhood plans adopted by the City of  Support and/or opposition from community ‐ Describe the impact the project is anticipated to have on surrounding neighborhood and   involvement and support from local stakeholders and neighborhood organizations; include a list of stakeholders and neighborhood  associations contacted. Attach all letters of support or opposition to your project and/or documentation of each notification/response: Letter of support and/or opposition from the County (if project will be tax exempt) Approved: Resolution 18‐756 onMay  8, 2018 Page  2 of 4 67 City of Denton Housing Tax Credit (HTC) ‐ Request for Support Application 5. City of Denton 2020 Important Dates for 9% Request for Support*: Based on annual deadline from TDHCA, specific dates are subject to change. Please visit ww.cityofdenton.com for current deadlines. *Housing Tax Credit 4% Request for Support will complete the same steps above but may be submitted year‐round. Applications for the Request for Support for 4% must be submitted at least 60 days prior to when the letter must be submitted by the applicant to TDHCA. Legal Name of Developer/Entity Authorized Officer Title Signature Date version: October 01, 2019 The applicant/developer certifies that the data included in this application and the exhibits attached is true and complete to the  best of my knowledge. The statements are made for the purpose of obtaining a resolution or resolutions from the Denton City  Council. I understand that false statements may result in forfeiture of benefits and possible prosecution by the City Attorney. JES Dev Co, Inc.  Vice President 2/15/2021 Brian H. Kimes  SUBMISSION INFORMATION The Community Development Division serves as the City’s primary staff and point of contract for all TDHCA programs. Completed  applications should be submitted to: Community Development 601 E Hickory Suite B Denton, TX 76205 or email at:  community.development@cityofdenton.com Before a project will be evaluated, each applicant requesting support must submit a completed application with all attachments. Applicant must attend all City Council meetings where these Resolutions are discussed. Staff will inform the applicant, using the e‐ mail addresses provided, of the meeting dates as soon as they are determined.  CERTIFICATION February, 2020: Application Deadline Presentation from Applicant(s) at City Council Work Session (02/04/20) Consideration of Resolution(s) at City Council Meeting (02/11/20) Meeting with applicable staff ‐ Week of 01/13/20January, 2020: January 10, 2020: February, 2020: Approved: Resolution 18‐756 onMay  8, 2018 Page  3 of 4 68 City of Denton Housing Tax Credit (HTC) ‐ Request for Support Application Approved: Resolution 18‐756 onMay  8, 2018 Page  4 of 4 69 City of Denton Housing Tax Credit Request for Support Application Pebblebrook Parkside February 15, 2021 Section I: Project Information The Developer, JES Dev Co, Inc., (“JES”) is proposing to develop a new construction 216-unit family community located at 201 S. Loop 288 in Denton, Denton County, Texas. The entire parcel is outlined in the map below: Section 2: Applicant Information JES’s ownership strategy is to develop, invest, and construct a high-quality community, consistent with its long-term ownership plan. JES and its related entities have developed over 120 apartment communities with over 5,000 residential units and maintain an average occupancy of over 95%. Its construction arm, Fairway Construction Co, Inc., has built over 200 apartment communities across a ten-state portfolio with over 5,000 units. Its affiliated investment operating company, Affordable Equity Partners, Inc., has invested over $4BB in approximately 500 apartment communities across the nation. The overall JES team is extremely experienced, and able to perform at a very high level. The community will be managed by J E S D E V C O , I N C 70 Alpha Barnes Real Estate Services, Inc., a full-service management firm managing approximately 30,000 multifamily units with over 20,000 units in Texas. A corporate resume documenting the experience of the development team is attached as Exhibit A – Application Item 2. Section 3. Project Narrative & Attachment Checklist Pebblebrook Parkside is a proposed 216-unit affordable family community, rich in amenities that will both serve to enhance the quality of life for its residents and provide safe and secure quality housing. The development will consist of six three-story garden-style buildings and a single four-story, elevator serviced building. There will also be a 3,250 square foot clubhouse with numerous amenities and common space for the residents to enjoy. There will be 54 1BR/1BA units, 108 2BR/2BA units, and 54 3BR/2BA units with an overall density of 21.8 units per acre. A major benefit of the proposed development will be the completion of the Duchess Drive extension. As part of JES’s commitment to the community, it will build the extension of Duchess Drive between Loop 288 and McKinney Street. Based on its discussions with the Traffic Engineering Department, the extension will help improve connectivity in the area as well as driver safety. The Duchess Drive extension will also help to activate the Pebblebrook Open Space. The area has been dedicated city park land for many years but is landlocked and difficult to access for both maintenance and the public. The road will be placed primarily on the site to minimize the loss of park land. The Pebblebrook Open Space is an asset to District 1 and the City of Denton as a whole. The park will also serve as an access point to the Pecan Creek Linear Trail and provide easy access to a natural connection between downtown Denton and Lewisville Lake. a. Preliminary Site Plan Please see the Preliminary Site Plan in Exhibit B – Application Item 3a. b. Location Map including all multifamily developments highlighting affordable housing within 2 miles of the proposed site Please see the multifamily exhibit map in Exhibit C – Application Item 3b. c. Census tract map with site identified The site is located in Census Tract 212.01, which is identified by HUD as a Qualified Census Tract. Please see the census tract map in Exhibit D – Application Item 3c. d. Letter of zoning verification The site is zoned SC - Suburban Corridor and allows multifamily as an acceptable use with a Special Use Permit. JES submitted its application for the Special Use Permit on February 9, 2021 to the City of Denton. Please see the zoning letter in Exhibit E – Application Item 3d. e. Support and/or opposition from community While there are no neighborhood associations or property associations in the immediate vicinity of the proposed development JES proactively reached out to neighbors and sought their feedback. On Friday October 23rd, letters were sent via certified mail to adjacent property owners. These letters were sent to solicit feedback about the proposed development and to ensure it blends in with the fabric of the neighborhood. Over the course 71 of the following months, JES has met with neighbors and community leaders, receiving Letters of Support, which may be found in Exhibit F Application Item 3e. JES reached out to the Denton Independent School District on October 14, 2020 and received no communication of objection. The development will be subject to property taxes and stay fully on the tax rolls. No form of tax abatement will be pursued, and the property will contribute to the overall tax base into the future. f. TDHCA Self-Score Matrix The proposed development is a 4% Bond transaction and is not subject to TDHCA’s Self-Score Matrix. The site is proximate to a wealth of community services as outlined in the table in Section g below. g. Describe tenant population restrictions and access to supportive services Pebblebrook Parkside will serve a family demographic with no age restrictions. While the development is not specifically designated for seniors, the community will host accessible features and include one residential building with elevator access. The proposed development will have mixed income levels serving residents making between 50% and 70% of the Area Median Income. The development is proximate to community resources for the residents as outlined in the chart below: Service Type Service Location Distance Transit Bus Route 4 Loop 288 & McKinney St 0.05 miles Transit Bus Route 3 Duchess Drive & McKinney St 0.12miles Grocery Aldi 1105 S. Loop 288 0.58 miles Pharmacy Kroger 1700 S. Loop 288 1.13 miles Childcare The Kids Zone Learning Center 3730 E. McKinney St 0.13 miles Childcare Children’s Corner Pre-School 101 Cardinal Dr 0.25 miles Childcare Childcare Network 3812 Market St 0.4 miles School Rivera Elementary 701 Newton St 1.5 miles School Bettye Myers Middle 131 N. Garza Rd 4.4 miles School Billy Ryan H.S. 5101 E. McKinney St 0.78 miles Library Emily Fowler Central Library 502 Oakland St 2.25 miles Healthcare CVS Minute Clinic 1801 S. Loop 288 1.5 miles Healthcare Denton County Indigent Care 525 S. Loop 288 0.45 miles Healthcare Trinity Presbyterian Hospital 3000 N. I-35 4.85 miles Community Services Serve Denton 306 N. Loop 288 0.48 miles Fire Fire Station #2 110 Mockingbird Lane 0.48 miles Police Denton Police Department 601 E. Hickory Street 2 miles Park Pebblebrook Open Space S. Loop 288 Adjacent to site 72 h. Provide a list of basic amenities and unit amenities proposed for the project Pebblebrook Parkside proposes to have a host of in-unit amenities to make life more comfortable and energy efficient for its residents that plans to include: • Covered Entries • 9’ Ceilings • Blinds or window coverings for all windows • Screens on all operable windows • Energy rated windows • 15 SEER HVAC • Hard surface floors in the Kitchen, Living Room, and Bathrooms • Microwaves • Self-cleaning oven • Oven with range • Disposal and Energy-Star dishwasher • Energy-Star refrigerator with ice maker • Energy-Star laundry equipment in each unit • Wired for current cabling technology for data and phones • Exhaust/vent fans vented outside in the bathrooms • LED Lighting in Kitchen and Living Room • Energy-Star ceiling fans in the Living Room and Bedrooms Proposed community amenities include: • Gated Swimming Pool • Fitness Center • Business Center with Wi-Fi, computers and printing station • Security cameras • Children’s Playscape with an adjacent gazebo • Community building including kitchen, Wi-Fi throughout, and furnished to host community events • Covered community porch • BBQ grills and picnic tables • Library • Bicycle Parking • Community Garden • All-purpose Activity Room for arts & crafts and games • Perimeter Fencing In addition to the property features above, Pebblebrook Parkside anticipates providing services that create stability and enables residents to receive the benefits of partnerships with local community service providers. JES is excited to be in the preliminary stages of partnering with Serve Denton and Grace Like Rain through a Memorandum of Understanding to provide the following types of services at no charge to the residents: • Annual tax preparation by partnering with the United Way and VITA • Monthly food pantry by partnering with the Hunger Coalition 73 • Annual health fair by partnering with the local health department and hospitals • Weekly exercise classes in the fully furnished fitness center • Quarterly resident activities with local law enforcement agencies • Notary services • Twice monthly recreation activities • Twice monthly social events i. Describe the project’s quality of design and construction Please see the conceptual rendering included as Exhibit G, illustrating the quality of design and construction. The community will comply with the City of Denton’s Design Standards. The buildings will consist of at least 30% masonry with 30-year roofs. The units will have green and energy-efficient amenities designed to minimize the environmental impact and help residents control expenditures on utilities. Some potential examples of these energy efficient amenities are: • Energy Star Appliances • Energy Star Water Heater • LED Lighting Fixtures in the Kitchen and Living Room j. Demonstrate the project’s compatibility and alignment with the City’s priorities: Pebblebrook Parkside will align with the City of Denton Comprehensive Plan, also known as Denton Plan 2030. Specific areas of alignment include: • Denton Plan 2030 o Provides infill development as identified on the Denton Plan 2030. Serves the City’s housing needs by providing a broader array of housing options and new, high-quality housing on the market that will be maintained and preserved for the long-term. o Parks: The site is adjacent to the Pebblebrook Open Space. The proposed development will preserve green space, activate the previously inaccessible Pebblebrook Open Space by extending Duchess Drive from Loop 288 to McKinney Street, bolster urban forests, and support access to the future Pecan Creek Linear Trail.  Supports the transportation of pedestrians and cyclists in the area. The community will provide bicycle parking. The development will support the City of Denton Bicycle Plan by providing bike parking for resident use and expanding the potential for a future bicycle trail network in future the Pecan Creek Linear Trail.  Pebblebrook Open Space is one of the most southeastern parks in the city and one of the only public parks between Loop 288 and Lake Lewisville. Other than Spc. Ernes W Dallas Jr. Veterans Park, the Pebble Brook Open Space is the only park that is east of Loop 288 and north of I-35. o Future Land Use Map: The site is designated as Community Mixed-Use and borders Parks/Open Space. The Future Land Use Map has been included as Exhibit H – Application Item 3j. 74 • 2020 Mobility Plan o The Duchess Drive extension was considered an important piece of infrastructure and is slated to be included in the 2020 Denton Mobility Plan. The extension of Duchess Drive from Loop 288 to McKinney Street will be financed by JES and included in the overall total development cost. This extension will help with connectivity and ease of transportation by reducing trips on Loop 288 allowing a bypass between McKinney Street and Duchess Drive, facilitating a street network that allows for multimodal transportation. • Bicycle Plan o Pebblebrook Parkside will help expand the City of Denton’s bicycle trail network by activating the Pebblebrook Open Space and allowing Denton residents to have more connectivity on bicycles. The park will serve as a connection point to the Pecan Creek Linear Trail which will expand biking options to both downtown Denton and Lewisville Lake. Pebblebrook Parkside will provide residents with bicycle parking at all residential buildings and the community building. 4. Financial Narrative Pebblebrook Parkside received a Bond Inducement Resolution from the Denton County Housing Finance Corporation on October 29, 2020. The proposed development will be financed with a combination of tax- exempt financing through Fannie Mae’s MTEB program and 4% Low Income Tax Credits through TDHCA. Preliminary project financials are reflected in the following table. a. Project Pro forma Preliminary Project Financials Income $2,824,632 Other Income $51,840 Vacancy ($215,735) Operating Expenses ($1,098,110) Replacement Reserves ($54,000) NOI $1,508,627 Debt Service $1,256,265 Cash Flow $252,362 The following table contains the proposed development budget and cost per square foot. Proposed Development Budget Hard Costs $32,222,261 Soft Costs and Land $12,132,275 Total Costs $50,398,842 Total Size in SF (Gross) 267,466 Cost per Square Foot (Gross) $188.43 b. Annual Audit for each partner The annual audit for JES Dev Co. Inc., is included in Exhibit I Application Item 4b. 75 c. Describe the taxable status of the development. The development will be subject to property taxes and stay fully on the tax rolls. JES is not seeking any form of tax abatement and the property will contribute to the overall tax base into the future. Please let me know if you have any questions and thank you for your consideration. Brian Kimes Vice President (573) 424-8811 bkimes@jesholdings.com 76 © 2021 JES Holdings, LLC JES HOLDINGS, LLC Improving every community we touch is central to what we do every day. Our commitment to local and national philanthropies is no exception. JES Holdings employees embrace a corporate culture in which we extend our partnerships well beyond the real estate, healthcare and financial services industries. Our mission statement and core values inspire us to give back to the communities we are so thankful to be a part of. in quality housing where our familieswould be proud to live. DEVELOP BUILD MANAGE INVEST JES Holdings is a privately-held family of companies with more than 950 employees. Since our beginning in 1984, our expertise has grown from affordable multi-family and senior housing communities to include skilled nursing and memory care centers, market-rate apartment and loft communities, historic renovations and market-rate independent senior living communities. Our growth is the result of our commitment to creating partnerships through which we strive to serve each client’s specific needs with integrity, timeliness and unmatched professionalism. 77 Jeffrey E. Smith, Founder & CEO Jeffrey E. Smith, a fifth generation Boone County resident, is Founder & CEO of JES Holdings, LLC. JES Holdings includes Affordable Equity Partners, Inc., JES Dev Co, Inc., Fairway Construction Co., Inc., Fairway Management, Inc., Capital Health Management, Inc. and JES | Prime Senior Living, LLC. With offices in Columbia and St. Louis, Missouri along with Atlanta, Georgia, this family of companies is dedicated to building quality, affordable and conventional housing across the United States. With over 30 years of experience in the real estate and housing industries, Mr. Smith has been active with the Low Income Housing Tax Credit (LIHTC) program since the creation of the Tax Reform Act of 1986. He was instrumental in drafting the legislation for the state tax credit in Missouri (1990), Georgia (2000), Oklahoma (2014) and South Carolina (2020). A recognized leader in the affordable housing industry, Mr. Smith received the first Governor’s Award for Excellence in Elderly Housing in Missouri. Mr. Smith is a veteran who served as a US Army captain and in the Army Reserves. He contributes to numerous charitable, civic and educational organizations including: The Missouri Review Smith Prize for Fiction, Non- Fiction and Poetry, Boys and Girls Club of Columbia, Heart of Missouri United Way, The Food Bank for Central and Northeast Missouri , Arrow Rock Lyceum Theatre and The State Historical Society of Missouri where he serves as a trustee. The Jeffrey E. Smith Institute of Real Estate & Capital Markets was founded in 2005 and operates within The University of Missouri’s Robert J. Trulaske, Sr. School of Business. Mr. Smith is a member of the College of Business’ Strategic Development Board, The Herbert J. Davenport Society and recipient of the University’s Distinguished Alumni Award. © 2021 JES Holdings, LLC JES HOLDINGS, LLC 78 Walker Smith, President Walker Smith, President of JES Holdings, joined JES Holdings and its affiliate companies in July of 2016 as Director of Special Projects. Soon after, he was promoted to Executive Vice President & Principal and received a promotion to President in September of 2018. Walker began his career in real estate as the Founder and CEO of JWS Developments, LLC, where he purchased, renovated, marketed and rented residential real estate. He broadened his experience at The Kroenke Group, a leading U.S. owner and developer of shopping centers and apartments and at Planigrupo, the largest developer and manager of shopping malls throughout Mexico and Colombia. Prior to joining JES Holdings, Walker worked for Rialto Capital Management, a real estate investment management company in New York City where he financed commercial real estate through CMBS lending and securitization. He brings these experiences and expertise to his executive role at JES Holdings, LLC. Walker graduated summa cum laude with a Bachelor of Science in Business Administration with a concentration in Finance from Babson College . In addition to volunteering with The United Way, he honors his family’s commitment to providing educational opportunities in real estate and finance to students through the Jeffrey E. Smith Institute of Real Estate & Capital Markets. Founded in 2005, the institute operates within the Robert J. Trulaske, Senior College of Business at the University of Missouri. © 2021 JES Holdings, LLC JES HOLDINGS, LLC 79 JES Dev Co, Inc., originally founded in 1994 through its predecessor companies, is an acknowledged leader in the development of affordable multi-family housing properties. JES Dev Co, Inc. (JES) specializes in building relationships and gaining local support by surveying community leaders and government officials and working together to bring a quality development to that community. Through careful site selection and market analysis, JES identifies locations that will lead to the best living outcome for prospective residents. Over the years, JES has successfully developed affordable housing in multiple states throughout the country. JES has over 120 affordable housing communities with approximately 5,000 units and maintains an average occupancy of over 95%. UNITS communities over AverageOccupancy JES DEV CO, INC 5,000 120 95% © 2021 JES Dev Co, Inc. Our experienced team of developers and underwriters work seamlessly thorough the state agency application and closing process. Working with our affiliated construction, syndication and managementc companies, we remain engaged through issuance of 8609’s and beyond. JES developers and underwriters attend agency workshops and continuing education courses on a minimum of a yearly basis. JES Dev Co, Inc. develops properties that offer many indoor and outdoor community amenities aimed at enhancing our residents’ daily living. Some of these indoor areas include community kitchen and dining areas, furnished fitness centers, business centers, theaters and multi-purpose areas. Exterior amenities include patio areas, walking trails, water features, raised planting beds, picnic areas and playgrounds that meet the needs of the particular development. JES develops properties that include supportive service coordination for seniors and families. Senior-aged residents in JES-developed communities benefit from services such as health lectures and screenings, transportation services, financial literacy services and wellness programs. Family communities benefit from coordination with local resources to assist with financial planning, home ownership and family social services. JES firmly believes in its mission statement which is to develop, build, manage and invest in quality housing where our families would be proud to live. 80 Brian Kimes, Vice President of Acquisitions & Development Brian Kimes has worked with JES Holdings since 2000. In his role as vice president of acquisitions & development for JES Holdings, LLC and its affiliate company, Affordable Equity Partners, Inc., he helps originate investment and development opportunities and manages key developer relationships that JES maintains throughout the United States. Kimes and his team are responsible for analyzing acquisition cost, pre-acquisition due diligence and underwriting. Brian’s previous experience at Wells Fargo Bank in loan origination prepared him for his current role. Brian serves on the board of the Georgia Affordable Housing Coalition and the Arizona Housing Coalition and is a member of the Missouri Alliance for Historic Preservation, Texas Affiliation of Affordable Housing Providers and National Council of State Housing Agencies. He is active in the community through his participation in the United Way, Multiple Sclerosis Foundation and his involvement with the College of Business at the University of Missouri as a member of the Herbert J. Davenport Society. Jim Markel, Director of Acquisitions Jim Markel, Director of Acquisitions for JES Dev Co and Affordable Equity Partners, Inc. (AEP), cultivates and manages key developer relationships and opportunities in regions JES is actively investing. Often a liaison between developers and JES Dev Co, Jim manages a team that assists development partners through the lifecycle of their development projects. He and his team work diligently to help partners identify potential opportunities, assemble viable tax credit applications and ultimately, acquire the credits awarded for the development. Jim has been with JES Dev Co since 2006. His previous work experience was in the field of planning and community development. Jim worked as a consultant to cities and counties on zoning and growth issues, as well as in local government planning and community development. Jim is a graduate of the University of Southern Mississippi. He is active in his community, serving on the City of Newnan Development Authority Board and the United Way. JES DEV CO, INC © 2021 JES Dev Co, Inc.81 © 2021 Fairway Construction Co., Inc. FAIRWAY CONSTRUCTION CO, INC Fairway Construction Co., Inc. was founded in 1984 to provide construction services for JES Holdings, LLC. Throughout the years, Fairway Construction’s expertise has grown from building affordable multi-family housing communities to include the construction of skilled nursing care centers, market-rate apartment communities, residential lofts, the rehabilitation of historic properties and conventional senior memory care facilities. Due to our reputation for consistently completing quality developments on time and within budget, FWC has expanded to add third-party construction developments and provides project management and consulting services for numerous developers. FWC offers a wide range of services to assist our clients from pre-construction through completion. Since 1984, Fairway Construction Co., Inc. has emerged as a leading contractor in the affordable housing industry. The quality of our product reflects our commitment to excellence and efficiency. Our experienced management team is focused on developing budgets, valued engineering and development schedules to provide coordination and supervision to assure maximum value to our customers. FWC also prequalifies subcontractors, analyzes, estimates and establishes cash flow projections. We continue to utilize industry leading products and concepts that are economical and efficient to construct quality communities. FWC has constructed over 200 projects across a ten-state portfolio, aggregating over 4,500 living units with a completed value in excess of $2 billion. Fairway Construction’s success is evident in the exemplary work that has been completed. 82 © 2021 Fairway Construction Co., Inc. FAIRWAY CONSTRUCTION CO, INC Brian Parr, Director of Construction As Director of Construction, Brian Parr leads and oversees Fairway Construction’s project managers and project coordinators. Brian joined FWC in June of 2012 as a senior project manager and was promoted to his current role in 2019. With more than 15 years of previous experience in the construction industry, Brian brings a wealth of knowledge in architectural design, land development and contract administration to the FWC team and is a licensed General Contractor within the state of Georgia. Before joining FWC, Brian held design and management positions with a general contractor in the St. Louis region specializing in single and multi-family residential developments. He is a graduate of the University of Missouri – Columbia with a Bachelor of Science degree in Environmental Design. He currently resides in Columbia, Missouri and is an active member within the Knights of Columbus council. Outside of work, Brian enjoys live music, architecture, watching the St. Louis Cardinals and all things Mizzou. Tim Stanley, Vice President of Operations Tim Stanley joined the Fairway Construction team as a project manager in 2018 and was promoted to Vice President of Operations in 2019. In this role, he focuses on the general operations and personnel management of Fairway Construction. Tim graduated from the University of Florida’s Building Construction Program and is a licensed general contractor in the state of Florida. Tim brings almost 20 years of previous experience in the construction industry to his role with Fairway Construction. Tim has also owned and operated his personal construction business since 2004. In his work, Tim prioritizes developing strong and long-lasting relationships with clients and completing quality projects on time and in budget. 83 © 2021 Fairway Management, Inc. Fairway Management, Inc. (FWM) provides management and compliance services for a portfolio of over 250 properties with approximately 12,000 units including Section 42, Section 8, Section 236, rural development and market rate communities. FWM has almost 25 years of experience in affordable housing and provides valuable tax credit management consulting services offering an experienced team of management, accounting and compliance professionals. • A/R preparation • Fee and assessment collection • Accounts payable processing • Monthly and YTD financial statements • Full-time leasing team • Maintaining compliance according to regulatory requirements • Routine on-site inspection • On-site property management and maintenance • Property management and compliance training • Marketing literature design and production °Brochures and flyers °Amenity sheets °Direct mail and postcards °Property website FAIRWAY MANAGEMENT, INC. SERVICES Fairway Management offers a comprehensive array of property management services for single family residences, apartment complexes and senior living communities including: 84 © 2021 Affordable Equity Partners, Inc. AFFORDABLE EQUITY PARTNERS, INC. Affordable Equity Partners, Inc. (AEP) provides a full range of investment banking services for those seeking to finance, build, purchase or rehabilitate multi-family housing. Since 1997, AEP has invested in nearly 21,000 homes in 500 communities. We serve the growing need for affordable housing across 15 states in 215 cities. We have successfully syndicated over $4 billion in tax credits to build or preserve homes for working class families and seniors. Affordable Equity Partners’ ability to offer experience from acquisition to tax credit delivery enables partners to invest with confidence. In order to safeguard investments, AEP’s asset management team plays an important role during the life of each asset within the AEP portfolio. Asset management is responsible for monitoring each asset from the time of closing at the property level through its disposition following the expiration of the tax credit compliance period. AEP minimizes risk and improves investor returns by facilitating aggressive lease-up efforts that begin up to 120 days prior to construction completion. The lease-up team acts as an auxiliary partner to the existing management company to secure residents for occupancy and ensure lease-up compliance. AEP’s lease-up effort protects investors by providing a faster tax credit delivery. In addition to providing alternative revenue streams, AEP is able to differentiate itself from competitors by providing a full service platform for its developers to promote exclusivity and solidify long term relationships. Furthermore, when AEP’s affiliates are involved in a transaction, more flexibility is allowed in negotiating deal terms and serves as an added risk control measure for transactions. 85 Property Name Street Address City County State Zip CodeGovernment Agency InvolvedNumber of LIHTC UnitsNumber of Market Rate UnitsTotal Units Bluff View Estates 1135 FM 741 Crandall Kaufman TX 75114 TDHCA 33 15 48Gentry Estates 4150 Bethel Street Columbia Boone MO 65203 MHDC 42 0 42Gentry Estates II 4160 Bethel Street Columbia Boone MO 65203 MHDC 48 0 48Harper's Pointe 2220 E. University Ave. Gainesville Alachua FL 32641FHFC 66 0 66Highlander Senior Village 30445 Willow Branch Bulverde Comal TX 78163 TDHCA 31 32 63Hilmann Place 1000 Hilmann Place Circle O'Fallon St. Charles MO 63366MHDC42042Hillmann Place II 8100 Hillmann Place Circle O'Fallon St. Charles MO 63366 MHDC 50 6 56Maple Park Senior Village 1925 Clear Fork Street Lockhart CaldwellTX 78644 TX-GLO 41 15 56Meadowood Estates 136 Rosewood Circle O'Fallon St. Charles MO 63366 MHDC 60 0 60Mockingbird Estates 3020 East 6th Street Stillwater Payne OK 74047 OHFA 72 0 72Park Avenue Estates 125 S. Czech Hall Road Oklahoma City Canadian OK 73099 OHFA 92 0 92Riverwood Commons II 442 Old Austin Hwy. Bastrop Bastrop TX 78602 TDHCA 36 0 36Hidden Glen 251 Mary Lane Salado Bell TX 76571 TDHCA 50 0 50Sinclair Estates 1985 Southampton Dr. Columbia Boone MO 65203 MHDC 36 440Sinclair Estates II Southhampton Drive Columbia Boone MO 65203 MHDC 40040South Summit Estates 225 E. Jessie Owens Parkway Phoenix MaricopaAZ 87801 ADOH 98 0 98Wilshire Hills 3251 NE Manhattan Drive Lee's Summit Jackson MO 64064MHDC 66 0 66Wishire Hills II 3360 Wilshire Dr. Lee's Summit Jackson MO 64064 MHDC42 0 42Woodbine Meadows 102 S. Woodbine Rd. St. Joseph Buchanan MO 64506 MHDC46 248Woodbury Place 228 Woodbury Place Circle O'Fallon St. Charles MO 63366 MHDC 42 0 42Woodbury Place II 228 Woodbury Place Circle O'Fallon St. Charles MO63366 MHDC 42 0 42Total 1,075 59 1,134 JES Dev Co., Inc. Properties Developed Last 10 Years 86 573 - 449 - 2646 | www.ess-inc.comAnalytical and Material LaboratoriesConsulting Engineers, Land Surveyors, and Geoprofessionals1113 Fay Street, Columbia, Missouri 65201Other Offices:Est. 1954Jefferson City - Sedalia - WildwoodTexas Registered Engineering Firm #17700Texas Board of Professional Engineers and Land SurveyorsFirm Number: 10194628CITY PROJECT No. S21-0001 87 Denton Multifamily 2 Mile Radius of 201 S. Loop 288 Market Rate Housing Affordable Housing Senior Living 2 mi N➤➤N© 2021 Google © 2021 Google © 2021 Google 88 QCT Legend: Tract Outline LIHTC Project 2021 Qualified Census Tracts SADDA Legend: FMR Boundary ZCTA Boundary 2021 Small DDA Part DDA Non Metro DDA The 2021 Qualified Census Tracts (QCTs) and Difficult Development Areas (DDAs) are effective January 1, 2021. The 2021 designations use data from the 2010 Decennial census. The designation methodology is explained in the federal Register notice published September 23, 2020 201 S. Loop 288 Denton, TX Go Select a State Go Map Options : | | Hide the overview Map Options 14Current Zoom Level Show Difficult Development Areas (Zoom 7+) Color QCT Qualified Tracts (Zoom 7+) Show Tracts Outline (Zoom 11+) Show FMR Outlines (Zoom 4+) Show LIHTC Projects (Zoom 11+) Select Year 2021 2020 Select a County Clear Reset Full Screen Click here for full screen map Report a map errorMap data ©2021 1.4K About PD&R Delegations of Authority and Order of Succession Events HUD at 50 HUD Secretary's Awards PD&R Careers Initiatives Aging Research and Resources Public Health Research and Resources Regulatory Barriers Clearinghouse Research Case Studies Data Sets Periodicals Regulatory Barriers Clearinghouse Reports ABOUT PD&R RESEARCH & PUBLICATIONS DATA SETS INITIATIVES QUICK LINKS EVENTS 89 Department of Development Services / Planning Division 215 E. McKinney Street, Denton, TX 76201  (940) 349-8541 OUR CORE VALUES Integrity  Fiscal Responsibility  Transparency  Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 October 26, 2020 Ryan Garcia 206 Peach Way Columbia, MO 65203 SUBJECT: ZV20-0101, 201 S Loop 288 Ryan Garcia: This letter is to confirm that the zoning classification for the above subject property, commonly known as 201 S Loop 288, Denton, Texas is (SC) Suburban Corridor. The zoning ordinance for this property has been in effect since May 10, 2019. For your review, I have attached a listing of permitted uses. Multi-Family developments will require applying for a Specific Use Permit. The following information about this property is on file: PHYSICAL ADDRESS: 201 S Loop 288 LEGAL DESCRIPTION: A0927A MEP & PRR, TR 42, 9.91 ACRES, OLD DCAD TR 9B ZONING DISTRICT: (SC) Suburban Corridor ZONING ORDINANCE: DCA18-0009, May 10, 2019 PLAT STATUS: Unplatted PROPERTY TAX ID: R98986 The above information is applicable to the highlighted property on the accompanying map. The Planning Department has verified the subject property does not have code violations in process. If I can be of further assistance, you may contact me at (940) 349-8541. Sincerely, Candy Whitaker Candy Whitaker Project Manager Attachments: Location Map Permitted Uses Aerial Map 90 ZV20-0101 Zoning Map polylineLayer Override 1 Current Zoning RR - Residential Rural R1 - Residential R2 - Residential R3 - Residential R4 - Residential R6 - Residential R7 - Residential MN - Mixed-Use Neighborhood MD - Mixed-Use Downtown Core MR - Mixed-Use Regional HC - Highway Commercial SC - Suburban Corridor GO - General Office LI - Light Industrial HI - Heavy Industrial PF - Public Facilities PD - Planned Development MPC OVERLAY Parcels dentonsde.sde.Parcels Red: Band_1 Green: Band_2 Blue: Band_3 October 26, 2020 0 0.2 0.40.1 mi 0 0.35 0.70.175 km 1:9,600 91 ZV20-0101 Zoning Map polylineLayer Override 1 Parcels dentonsde.sde.Parcels Red: Band_1 Green: Band_2 Blue: Band_3 October 26, 2020 0 0.2 0.40.1 mi 0 0.35 0.70.175 km 1:9,600 92 93 94 95 T. O. Slab100' -0"T. O. 2nd Subfloor110' -11 7/8"2ND Bearing109' -9 1/8"T. O. 3rd Subfloor121' -11 3/4"3RD Bearing120' -7 7/8"L SHAPE TRUSSBEARING143' -11 1/2"T.O. 4THSUBFLOOR132' -9 7/8"4TH BEARING131' -6"ARCHTITECTURAL SHINGLESSTUCCOORNAMENTAL AWNINGVINYL WINDOWSTRIMSURFACE APPLIED STONE5 1/2125 1/2123 1/2123 1/2123 1/2123 1/2123 1/2123 1/2125 1/2125 1/2121 1/212T. O. Slab100' -0"T. O. 2nd Subfloor110' -11 7/8"2ND Bearing109' -9 1/8"T. O. 3rd Subfloor121' -11 3/4"3RD Bearing120' -7 7/8"L SHAPE TRUSSBEARING143' -11 1/2"T.O. 4THSUBFLOOR132' -9 7/8"4TH BEARING131' -6"ARCHTITECTURAL SHINGLESSTUCCOORNAMENTAL AWNINGVINYL WINDOWSTRIMSURFACE APPLIED STONE5125123 1/2123 1/2124 1/2124 1/212T. O. Slab100' -0"T. O. 2nd Subfloor110' -11 7/8"2ND Bearing109' -9 1/8"T. O. 3rd Subfloor121' -11 3/4"3RD Bearing120' -7 7/8"L SHAPE TRUSSBEARING143' -11 1/2"T.O. 4THSUBFLOOR132' -9 7/8"4TH BEARING131' -6"ARCHTITECTURAL SHINGLESSTUCCOORNAMENTAL AWNINGVINYL WINDOWSTRIMSURFACE APPLIED STONE5 1/2121 1/2125 1/2125 1/212512T. O. 2nd Subfloor110' -11 7/8"2ND Bearing109' -9 1/8"T. O. 3rd Subfloor121' -11 3/4"3RD Bearing120' -7 7/8"T.O. SLAB100' -0"L SHAPE TRUSSBEARING143' -11 1/2"T.O. 4THSUBFLOOR132' -9 7/8"4TH BEARING131' -6"ARCHTITECTURAL SHINGLESSTUCCOORNAMENTAL AWNINGVINYL WINDOWSTRIMSURFACE APPLIED STONE4 1/2124 1/2123 1/2123 1/2125 1/2125 123 1/2123 1/2123 1/2123 1/2123 1/2123 1/212312ARCHITECTUREINTERIOR DESIGNENGINEERINGPLANNINGASSOCIATES&p.c.dENVER▲KANSAS CITY▲ST. LOUIS ▲ATLANTArosemann© 2019 Rosemann & Associates, P.C.SHEET TITLEPROJECT NUMBER:SHEET NUMBER:DRAWN BY:CHECKED BY:PRINTS ISSUEDREVISIONS:w:www.rosemann.com2/5/2021 4:07:36 PMC:\Users\tlopez\Documents\P2110_Denton_201 S.Loop 288 Central R21_revit11BVBHB.rvtA−200EXTERIOR ELEVATIONSAuthorCheckerP2111SPECIFIC USE PERMIT PLAN1526 Grand BoulevardKansas City, MO 64108-1404p: 816.472.14481/16" = 1'-0"14 STORY APARTMENTS EASTELEVATION1/16" = 1'-0"24 STORY APARTMENTS NORTHELEVATION1/16" = 1'-0"34 STORY APARTMENTS SOUTHELEVATION1/16" = 1'-0"44 STORY APARTMENTS WESTELEVATIONEAST PERSPECTIVE02/09/2021 - SUP SUBMITTALPEBBLEBROOK PARKSIDE201 SOUTH LOOP 288DENTON, DENTON COUNTY,TEXASPROJECT #: S21-000196 T. O. Slab100' -0"T. O. 2nd Subfloor110' -11 7/8"2ND Bearing109' -9 1/8"T. O. 3rd Subfloor121' -11 3/4"Truss Bearing132' -11 5/8"3RD Bearing120' -7 7/8"612612612612612612612612ARCHTITECTURAL SHINGLESCEDAR SHAKE FIBER CEMENT SIDINGORNAMENTAL TRELLISVINYL WINDOWSTRIMSURFACE APPLIED STONE4" REVEAL FIBER CEMENT SIDINGT. O. Slab100' -0"T. O. 2nd Subfloor110' -11 7/8"2ND Bearing109' -9 1/8"T. O. 3rd Subfloor121' -11 3/4"Truss Bearing132' -11 5/8"3RD Bearing120' -7 7/8"612612612612612612ARCHTITECTURAL SHINGLESCEDAR SHAKE FIBER CEMENT SIDINGORNAMENTAL TRELLISVINYL WINDOWSTRIMSURFACE APPLIED STONE4" REVEAL FIBER CEMENT SIDINGARCHITECTUREINTERIOR DESIGNENGINEERINGPLANNINGASSOCIATES&p.c.dENVER▲KANSAS CITY▲ST. LOUIS ▲ATLANTArosemann© 2019 Rosemann & Associates, P.C.SHEET TITLEPROJECT NUMBER:SHEET NUMBER:DRAWN BY:CHECKED BY:PRINTS ISSUEDREVISIONS:w:www.rosemann.com2/5/2021 4:07:45 PMC:\Users\tlopez\Documents\P2110_Denton_201 S.Loop 288 Central R21_revit11BVBHB.rvtA−201EXTERIOR ELEVATIONSAuthorCheckerP2111SPECIFIC USE PERMIT PLAN1526 Grand BoulevardKansas City, MO 64108-1404p: 816.472.14481/16" = 1'-0"1WALK UP APARTMENTLONGITUDINAL ELEVATION1/16" = 1'-0"2WALK UP APARTMENTTRANSVERSE ELEVATION3-STORY WALK-UP PERSPECTIVETRUSS BEARING110' -11 7/8"T.O. SLAB100' -0"ARCHTITECTURAL SHINGLES4" REVEAL FIBER CEMENT LAP SIDINGVINYL WINDOWSTRIMSURFACE APPLIED STONE612612612612TRUSS BEARING110' -11 7/8"T.O. SLAB100' -0"ARCHTITECTURAL SHINGLES4" REVEAL FIBER CEMENT LAP SIDINGCEDAR POSTVINYL WINDOWSTRIMSURFACE APPLIED STONE612612612612TRUSS BEARING110' -11 7/8"T.O. SLAB100' -0"ARCHTITECTURAL SHINGLES4" REVEAL FIBER CEMENT LAP SIDINGCEDAR POSTVINYL WINDOWSTRIMSURFACE APPLIED STONE612612612612TRUSS BEARING110' -11 7/8"T.O. SLAB100' -0"ARCHTITECTURAL SHINGLES4" REVEAL FIBER CEMENT LAP SIDINGCEDAR POSTVINYL WINDOWSTRIMSURFACE APPLIED STONE6126126121/16" = 1'-0"3COMMUNITY BUILDING REARELEVATION1/16" = 1'-0"4COMMUNITY BUILDINGELEVATION MAIN ENTRY1/16" = 1'-0"5COMMUNITY BUILDING SIDEELEVATION1/16" = 1'-0"6COMMUNITY BUILDING SIDEELEVATION02/09/2021 - SUP SUBMITTALTRASH ENCLOSURE-SIDE ELEVATIONTO MATCH BUILDINGA2CONTROL JOINTS - TYP.WOOD GATE BEYONDSTUCCO - COLOR TO MATCH BUILDING78PEBBLEBROOK PARKSIDE201 SOUTH LOOP 288DENTON, DENTON COUNTY,TEXASPROJECT #: S21-000197 6666 page 2 DENTON PLAN 2030 FIGURE 2.4: Future Land Use Map 98 4% Housing Tax Credit App.COMMUNITY SERVICESWORKING TO PROVIDE QUALITY AFFORDABLE HOUSING, A SUITABLE LIVING ENVIRONMENT, AND EXPANDING ECONOMIC OPPORTUNITY, PRINCIPALLY FOR PERSONS OF LOW TO MODERATE INCOME.99 BACKGROUNDHOUSING TAX CREDIT PROGRAM oAdministered by Texas Dept. of Housing & Community Affairs (TDHCA)oTwo types: 4% (non‐competitive) and 9% (competitive)oTDHCA ranks 9% applications submitted by developers; awarded points if they have support from their prospective communitiesoTDHCA requires Resolutions of No Objections as a minimum threshold documentation for consideration of 4% applications.CITY OF DENTON HTC POLICY AND APPLICATION oCity Council approved a HTC policy and application through Resolution 18‐756 on May 8, 2018 to establish expectations and streamline the HTC request review process.Note: This is not the Development Agreement only HTC Application for Project FundingApril 13, 2021 ‐ ID 21‐499 COMMUNITY SERVICES 2 100 April 13, 2021 ‐ ID 21‐499 COMMUNITY SERVICES 3HTC‐MAP201 S Loop 288 Denton, TXLoop 288101 PROJECT  ‐ PEBBLEBROOK PARKSIDEEXPERIENCEoDEVELOPER: JES ‐ 120 apartment communities with over 5,000 residential units and maintain an average occupancy of over 95%.oCONSTRUCTION: Fairway Construction Co, Inc., over 200 apartment communities across a ten‐state portfolio with over 5,000 units.oPROPERTY MANAGEMENT: Alpha Barnes Real Estate Services, Inc., a full‐service management firm managing approximately 30,000 multifamily units with over 20,000 units in Texas.April 13, 2021 ‐ ID 21‐499 COMMUNITY SERVICES 4 102 PROJECT  ‐ PEBBLEBROOK PARKSIDE9+ ACRESPROPOSED MULTIFAMILYo216 Unit, Mixed Income (50%‐70% of AMI)CURRENT ZONING: oSC ‐ Suburban Corridor. Specific Use Permit (SUP) will be required (Applied 02/09/21)TAX STATUS: oThe development will be subject to property taxes and stay fully on the tax rolls.April 13, 2021 ‐ ID 21‐499 COMMUNITY SERVICES 5 103 PROJECT  ‐ PEBBLEBROOK PARKSIDEPROPOSED BUILDINGS:o6 – 3 Story Buildings o1 – 4 Story (elevator) o3,250 sq. ft. clubhousePROPOSED UNITS:o746 ‐ 1,188 sq. ft.o1‐bedroom ‐54o2‐bedroom ‐108o3‐bedroom ‐54April 13, 2021 ‐ ID 21‐499 COMMUNITY SERVICES 6 104 PROJECT  ‐ PEBBLEBROOK PARKSIDEINCOME RESRICTIONS:50% ‐ 70%PROJECTED RENTS:$753 – $1,793April 13, 2021 ‐ ID 21‐499 COMMUNITY SERVICES 7Total number of units:*Single Room Occupancy1427145525.5%541085421600000.0%SRO*1 BR2 BR$ Estimated Rent # SF of Each Unit70% MR# of Affordable Units50%# of Market Rate 60%# of Total UnitsTotal Units$753‐$1,139$900‐$1,42211 054 27 0746291,075% of Total29 11 030 years1,188112 49 051.9% 22.7% 0.0%Length of Affordability on the Project:$1,032‐ $1,7933 BR105 OPTIONSAPPROVE A RESOLUTION – APRIL 27, 2021DO NOT APPROVE A RESOLUTIONApril 13, 2021 ‐ ID 21‐499 COMMUNITY SERVICES 8 106 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-662,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the rehabilitation and future use of City Hall West. City of Denton Printed on 4/9/2021Page 1 of 1 powered by Legistar™107 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ACM: Frank Dixon DATE: April 13, 2021 SUBJECT Receive a report, hold a discussion and give staff direction regarding the rehabilitation and future use of City Hall West. BACKGROUND In July 2017, the City of Denton engaged Architexas, with offices in Dallas and Austin, to assist with the proposed renovation of the 1927 City Hall now known as City Hall West (CHW). Architexas is a premier historic preservation firm in the State of Texas with over 39 years of experience specializing in historic preservation, rehabilitation and adaptive reuse of historic structures. Architexas was charged with completing an assessment of the facility and to develop three preliminary conceptual designs with a cost analysis of each concept. The Old Denton City Hall (City Hall West) Preliminary Rehabilitation Assessment Report, and the concepts it outlined was presented in a Work Session on August 15, 2017. A high, medium and low proposal with cost estimates ranging from $3.8 to $5.7 million was presented. The low option was an exterior renovation with minor interior improvements and City Council provided direction that this option was not a consideration. At that time, there was no funding identified for the project. Council also directed staff establish a CHW Steering Committee to be charged with identifying current City of Denton and community needs that could be matched with the space created as part of any renovation of the facility. Additional duties of the 24-member Committee included the review of financial options to fund the renovation, long-term financial considerations for operation and maintenance of the facility, whether to lease the renovated facility, and consideration grant opportunities. The CHW Steering Committee was formally established by Resolution R2017-040 on November 7, 2017 and amended by Resolution R2017-049 on November 14, 2017. The Committee was comprised of Council Member Duff, Council Member Hudspeth, and Council Member Ryan, and a total of 21 citizens. The CHW Steering Committee met eight times from December 18, 2017 – October 15, 2018. On November 13, 2018 staff presented the final recommendation from the Committee as an adaptive restoration of the building into a multipurpose community cultural center with space available for rentals to provide partial cost recovery. The Committee recommended non-profit management of the facility. Staff also recommended the immediate replacement of the CHW Windows to prevent the further degradation of the interior until the facility is renovated. The consensus of the council was to proceed with minor changes, including the replacement of the windows in FY 2019-2020, as well as considering fixed seating vs. flex seating, making accommodations for the old fire engine, and considering the Greater Denton Arts Council as a management option. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 108 Funding in the amount of $368,388.13 for the window replacement was provided in June of 2020. New window installation was reviewed by the Historic Landmark Commission and Texas Historic Commission and subsequently completed October 20, 2020. On February 16, 2021, during Winter Storm Uri, a fire suppression line in City Hall West's attic ruptured and flooded the subsequent floors down to the basement. An Environmental Report from 2017 identified multiple locations in City Hall West as positive with asbestos. The confirmed hazardous materials limited the water remediation actions that could be taken safely following the winter storm. The water damage resulted in visible mold growth throughout the building that will require significant material removal down to the studs and framework to prevent further spread of hazardous materials. STAFF RECOMMENDATION Proceed with hazardous material removal and demolition effort by soliciting an architectural firm and construction firm for interior demolition and material removal. Issue RFI/RFQ solicitation to identify levels of interest and financial commitments by for-profit and non- profit entities. PRIOR ACTION/REVIEW (Council, Boards, Commissions) August 15, 2017 A Work Session was held to provide CHW Renovation Options. November 7, 2017 Resolution R2017-040 was approved creating the CHW Steering Committee. November 14, 2017 Resolution R2017-049 was approved modifying the CHW Steering Committee nomination requirements. December 18, 2017 A CHW Steering Committee meeting was held. January 22, 2018 A CHW Steering Committee meeting was held. March 5, 2018 A CHW Steering Committee meeting was held. April 2, 2018 A CHW Steering Committee meeting was held. May 21, 2018 A CHW Steering Committee meeting was held. June 26, 2018 A Work Session was held to provide an update on the Committee process and receive direction on member vacancies and the upcoming sunset date. July 17, 2018 Resolution R18-1105 was approved extending the Committee’s sunset date. July 30, 2018 A CHW Steering Committee meeting was held. August 27, 2018 A CHW Steering Committee meeting was held. September 10, 2018 A public meeting was held. October 15, 2018 A CHW Steering Committee meeting was held. November 2, 2018 Informal Staff Report 2018-159 was included in the Friday Staff Report. November 13, 2018 A Work Session was held to provide CHW Renovation Options. EXHIBITS Exhibit 1- Agenda Information Sheet Exhibit 2- Presentation Respectfully submitted: Scott Gray Director of Airport, Facilities, and Real Estate 109 Scott Gray April 13, 2021 City Hall West Update ID 21-662 110 City Hall West ID 21-6622/12 111 Winter Storm Remediation Coordinating with Risk for asbestos and mold remediation Solicit a RFQ for an architectural firm to develop interior demolition plans Solicit a RFP for construction firm to complete the demolition Coordinating with Finance on funding options ID 21-6623 112 Background 1927-Spanish Renaissance Revival Style Approx. 24,600 square feet Recorded Landmark Prior Renovations 1960s-Central Fire Station 1984-Police Station 1995-Planning Vacated Nov. 2016 Approx. $1 million of deferred maintenance HVAC-$324,000 Windows-$320,000 (Completed) Elevators-$180,000 Flooring-$80,400 Generator-$30,000 Fire System-$25,000 ID 21-662 4 / 12 113 Conceptual Efforts to Date Architexas –Jun. 2017 Council Options -Aug. 2017 Establish Steering Committee Removed option to renovate exterior only CHW Steering Committee -Nov. 2017 24 member committee Eight meetings held from Dec. 2017 to Oct. 2018 ID 21-662 5 / 12 114 Previous Direction Council Direction –Nov. 2018 Recommendation: Follow a conceptual design and conceptual business plan based on a multipurpose community cultural center. Additional Direction: Proceed with the following minor changes Window replacement (completed Oct. 2020) Consider fixed seating vs. flex seating Accommodations for old fire engine Consider Greater Denton Arts Council as a management option ID 21-662 6 / 12 115 Next Steps Solicit level of interest Request for Information (RFI) Space needs Financial commitment Lease terms Example RFI: City of Lewisville –Lake Park, The Marina Area, Lewisville Fishing Bare, and the golf courses Request for Qualifications (RFQ) Short-list partners Identify commitment ID 21-662 7 / 12 116 Proposed Timeline May –June 2021 The City issues RFI to identify level of interests and financial commitments by for-profit and non-profit entities. The information received from the RFI will help develop the City’s path forward. Staff to present input from the RFI process, proposed programming, and proposed RFQ partner selection process to City Council. ID 21-662 8 / 12 117 Proposed Timeline June 2021 –November 2021 Develop qualification criteria for the selection of partnership based upon information received and City Council direction Solicit a RFQ for Public-Private Partners to develop a “short-list” of qualified partners Solicit proposals from the “short-listed” qualified partners Present proposals to City Council ID 21-662 9 / 12 118 Future Steps Solicit architectural firm for development of construction documents Determine construction methodologies and solicit appropriate construction firm ID 21-662 10 / 12 119 Staff Recommendation Issue a RFI and subsequent RFQ Concurrently solicit architectural firm and construction firm for interior demolition ID 21-662 11 / 12 120 QUESTIONS? ID 21-66212 121 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-190,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Put forward for council consideration of an ordinance that no one on a ballot is eligible to be added to a board or commission. (2) A work session to discuss directing to the Public Art Committee to establish a city-led public-private partnership which would fund and commission a signature public art installation at Rayzor Ranch Park. City of Denton Printed on 4/9/2021Page 1 of 1 powered by Legistar™122 City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Sara Hensley DATE: April 13, 2021 SUBJECT Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Put forward for council consideration of an ordinance that no one on a ballot is eligible to be added to a board or commission. (2) A work session to discuss directing to the Public Art Committee to establish a city-led public-private partnership which would fund and commission a signature public art installation at Rayzor Ranch Park. 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. Put forward for council consideration of an ordinance that no one on a ballot is eligible to be added to a board or commission. a. Requestor: Council Member Ryan b. Council Member Request: “I would like to put forward for council consideration of an ordinance that no one on a ballot is eligible to be added to a board or commission. Reappointment is not a part of this, if you currently serve you can continue to serve. “Anyone running for local, county, state or federal office cannot be initially appointed to a city board or commission between the date when they file and the final results of the election” c. Staff Information: Currently, in order for a person to be eligible to be appointed to a Board or Commission, that person must generally be 1) a qualified voter of the City of Denton (as a result, 123 be a Denton resident), and 2) have no obligations owed to the City of Denton, as outlined in Exhibit 3 and affirmed in the Boards and Commissions Affirmation of Qualifications Exhibit 4. If Council would like to update the requirements with Council Member Ryan’s request, staff will present a draft resolution for Council Consideration at a future City Council Meeting. d. Date requested: April 6, 2021 e. Format for response: Resolution 2. A work session to discuss directing to the Public Art Committee to establish a city-led public- private partnership which would fund and commission a signature public art installation at Rayzor Ranch Park. a. Requestor: Mayor Pro Tem Davis b. Council Member Request: “I am requesting a work session to discuss directing to the Public Art Committee to establish a city-led public-private partnership which would fund and commission a signature public art installation at Rayzor Ranch Park, more specifically a fountain commemorating the history of the land and Rayzor family while also providing an opportunity for free water play. Below is an example photo of Rotary Fountain in Spokane, WA” c. Staff Information: As discussed during Individual Consideration Item 21-497 during the April 6, 2021 City Council meeting, there is space available at Rayzor Ranch Park for a public art installation and/or spray ground. If Council would like to move forward with this proposal, staff will coordinate with the Public Art Committee to develop potential designs and anticipated budget to begin identifying potential funding sources. d. Date requested: April 6, 2021 e. Format for response: Work Session Request 124 EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance No. 19-2026 Exhibit 3 – Resolution R2006-003 – Ethics policy for elected and appointed officials Exhibit 4 – Boards and Commissions Affirmation of Qualifications Exhibit 5 – Presentation Respectfully Submitted: Stuart Birdseye Assistant to the City Manager 125 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. 126 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. 127 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' 128 129 130 131 CITY OF DENTON AFFIRMATION OF QUALIFICATIONS As a duly appointed member of the Airport Advisory Board of the City of Denton, Texas, I have taken the prescribed oath of office. I also hereby affirm that: (1)I am a qualified voter of the City.(2)If I shall be convicted of a felony during my term, I understand it shall constitute cause for removal.(3)I am not in arrears on any city taxes, utility service charges, or other obligations owed the City. In addition to meeting the above qualifications, I also have been made aware of Section 2-83, Article III (Boards, Commissions and Committees) of Chapter 2 of the Code of Ordinances of the City of Denton, Texas, which provides: (a) Quorum. A quorum for the transaction of business of a board shall be a majority of the membersappointed to the board. (b) Voting Required. No attending member of a board shall be excused or shall abstain from voting on any matter before the board on which a vote is called or required, except where a board member's personal interest is involved. When such member's personal interest is involved, such member shall announce such interest at the commencement of consideration of the matter, and such member shall not enter into discussion or debate on such matter and shall abstain from voting thereon and shall fill out an affidavit stating such interest in accordance with V.T.C.A., Texas Local Government Code §171.004. A member shall be considered to have a personal interest in a matter whenever any matter before the board could or does affect the member's financial interest. The phrase "financial interest"* when used herein shall have the same meaning as "substantial interest in a business entity" as that phrase is defined in V.T.C.A., Texas Local Government Code §171.002. (c) Absences. Every board, commission, and committee member shall attend all regularly called and scheduled meetings of the board, commission, or committee of which he or she is a member. The chairperson shall announce, for the record, the names of members absent and determine if the absence is excused or unexcused. Members who cannot attend the meeting should contact the chairperson or an appropriate staff liaison concerning his or her absence prior to the meeting. The unexcused absence of any board, commission, or committee member from more than three (3) regularly called and scheduled meetings of the board, commission, or committee of which he or she is a member in any one (1) year or lack of attendance at fifty (50) percent of the number of regular meetings in a year, unless such absence is excused, shall be considered "cause," as that term is used in Section 14.16 of the Charter, for removal of the member by the City Council from such board, commission, or committee. An excused absence shall include 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, absence necessary for the member's business or employment, and any related emergencies or other matters which the board, commission, or committee finds qualify as an excused absence. Attendance reports will be provided by boards, commissions, and committees to the City Council on a quarterly basis for their review. Copies of this ordinance shall be forwarded to members of all of the standing boards, commissions, and committees and to new members as they are appointed. Dated this day of , 20_______. ______________________________________ Signature *Financial interest shall be defined as a substantial interest in a business entity or real property as that termis defined in Texas Local Government Code, Section 171.002 as it now reads or is hereafter amended.Examples of situations where a board member has a financial interest include, but are not limited to:ownership of real or personal property which is the subject of a board deliberation, an interest in the form ofownership, or in the receipt of salary, services or dividends from a business which has a matter before theboard. If a relative within the first or second degree of affinity or consanguinity has such an interest, apersonal interest may also exist. Anytime a board member is concerned that a personal interest may exist,the office of the City Attorney should be consulted. 132 City Council Pending Requests for Information City Council Meeting April 13, 2021 133 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: 21-190 April 13, 2021 2 134 Item 1Put forward for council consideration of an ordinance that no one on a ballot is eligible to be added to a board or commission. Requestor: Council Member Ryan •Council Member Request: I would like to put forward for council consideration of an ordinance that no one on a ballot is eligible to be added to a board or commission. Reappointment is not a part of this, if you currently serve you can continue to serve. “Anyone running for local, county, state or federal office cannot be initially appointed to a city board or commission between the date when they file and the final results of the election •Staff Information: Currently, in order for a person to be eligible to be appointed to a Board or Commission, that person must generally be 1) a qualified voter of the City of Denton (as a result, be a Denton resident), and 2) have no obligations owed to the City of Denton, as outlined in Exhibit 3 and affirmed in the Boards and Commissions Affirmation of Qualifications Exhibit 4. If Council would like to update the requirements with Council Member Ryan’s request, staff will present a draft resolution for Council Consideration at a future City Council Meeting. •Requested Format for Response: Resolution 3Legistar ID: 21-190 April 13, 2021 135 Item 2 A work session to discuss directing to the Public Art Committee to establish a city-led public-private partnership which would fund and commission a signature public art installation at Rayzor Ranch Park. 4Legistar ID: 21-190 April 13, 2021 Requestor: Mayor Pro Tem Davis Council Member Request: I am requesting a work session to discuss directing to the Public Art Committee to establish a city-led public-private partnership which would fund and commission a signature public art installation at Rayzor Ranch Park, more specifically a fountain commemorating the history of the land and Rayzor family while also providing an opportunity for free water play. To the right is an example photo of Rotary Fountain in Spokane, WA Staff Information: As discussed during Individual Consideration Item 21- 497 during the April 6, 2021 City Council meeting, there is space available at Rayzor Ranch Park for a public art installation and/or spray ground. If Council would like to move forward with this proposal, staff will coordinate with the Public Art Committee to develop potential designs and anticipated budget to begin identifying potential funding sources. Requested Format for Response: Work Session 136 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-723,Version:1 AGENDA CAPTION 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.D-1-GN-21-001227,styled “City of Denton,Texas v.Electric Reliability Council of Texas (ERCOT),”pending in the 353rd Judicial District Court,Travis County, Texas;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. City of Denton Printed on 4/9/2021Page 1 of 1 powered by Legistar™137 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-650,Version:1 AGENDA CAPTION Consider approval of the minutes of April 5, 2021 (Joint Meeting with Public Utilities Board) and the April 5, 2021. City of Denton Printed on 4/9/2021Page 1 of 1 powered by Legistar™138 CITY OF DENTON CITY COUNCIL MINUTES April 5, 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 Monday, April 5, 2021, at 11:00 a.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: Mayor Gerard Hudspeth Mayor Pro Tem Davis served as Presiding Officer in Mayor Hudspeth’s absence. Also present were Interim City Manager Sara Hensley and City Attorney Aaron Leal. Note: 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 Soph, 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 21-62 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. Water/Wastewater Utilities - PRESENTED The item was presented and discussion followed. 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 12:12 p.m. ____________________________________ ____________________________________ JESSE DAVIS CATHY WELBORN MAYOR PRO TEM (PRESIDING OFFICER) ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: ____________________________________ 139 CITY OF DENTON CITY COUNCIL MINUTES April 5, 2021 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Monday, April 5, 2021, at 12:22 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: Mayor Gerard Hudspeth Mayor Pro Tem Davis served as Presiding Officer in Mayor Hudspeth’s absence. Also present were Interim City Manager Sara Hensley and City Attorney Aaron Leal. Note: 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: There was no public registration/call-in process as this was a work session only. WORK SESSION 1. Work Session Reports A. ID 21-431 Receive a report, hold a discussion, and give staff direction regarding the proposed design, construction budget and timeline, and construction method for the 909 N. Loop 288 facility and a general project update. Mayor Pro Tem Davis reported the final slide and point of discussion for the item were to be proposed agreements with Denton County, under which he would not participate due to a conflict of interest; and that while not participating in discussions on those two particular points, would continue presiding over the meeting and call on the presenters and council members for commentary on the item. As a result of no discussion occurring on the agreements with Denton County, no conflict existed. The item was presented and discussion followed. Following discussion, City Council consensus was to move forward as presented, beginning construction when possible, with the Construction Manager at-risk (CMAR) process, and proceeding with all phases at the same time. With no further business, the work session was adjourned at 1:03 p.m. ____________________________________ ____________________________________ JESSE DAVIS CATHY WELBORN MAYOR PRO TEM (PRESIDING OFFICER) ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: ____________________________________ 140 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-644,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation (“City”), approving the purchase and exchange of (1)a 2.960 acre fee simple tract;(2)a 1.550 acre fee simple tract;and (3)a drainage easement encumbering 0.029 acres,each located in the David Hough Survey,Abstract No.646, Denton,Denton County,Texas and owned by Kevin Nelms and Richard Greb and wife,Nancy Greb (“Nelms- Greb”),for a 3.457 acre tract,also located in the David Hough Survey and owned by the City,plus the payment by City of $248,793.00 (the “Purchase and Exchange”);authorizing the City Manager in accordance with Texas Local Government Code §272.001(b)(3)to execute a real estate Purchase and Exchange Agreement with Nelms -Greb,together with any other documents necessary to close the Purchase and Exchange;authorizing the expenditure of funds therefor; and providing an effective date. City of Denton Printed on 4/9/2021Page 1 of 1 powered by Legistar™141 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET FILE ID 21-644 DEPARTMENT: Real Estate CM/DCM/ACM: Frank Dixon DATE: April 13, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation (“City”), approving the purchase and exchange of (1) a 2.960 acre fee simple tract; (2) a 1.550 acre fee simple tract; and (3) a drainage easement encumbering 0.029 acres, each located in the David Hough Survey, Abstract No. 646, Denton, Denton County, Texas and owned by Kevin Nelms and Richard Greb and wife, Nancy Greb (“Nelms-Greb”), for a 3.457 acre tract, also located in the David Hough Survey and owned by the City, plus the payment by City of $248,793.00 (the “Purchase and Exchange”); authorizing the City Manager in accordance with Texas Local Government Code §272.001(b)(3) to execute a real estate Purchase and Exchange agreement with Nelms-Greb, together with any other documents necessary to close the Purchase and Exchange; authorizing the expenditure of funds therefor; and providing an effective date. BACKGROUND The City has extended Initial and Final Offer(s) to Purchase to the landowners for a 2.960 acre fee tract and a 0.029 acre drainage easement, both necessary for the Mayhill DCTA Bridge road project, for the appraised amount of $767,784.00. The City’s appraiser valued the landowner’s property tract at $5.25 per square foot. The landowners have countered with a proposal for a Purchase and Exchange scenario with the City in which: • City acquires the 2.96 acre ROW tract and the 0.029 acre drainage easement; and • City acquires a 1.55 acre eastern remainder tract – seemingly orphaned by the proposed road alignment; and • Landowners reacquire a 3.457 acre tract that they conveyed to the City in 2017 for contractor construction staging area for the Mayhill Road – Phase 1 project. The Agreement provides for an equal exchange of land pricing for all tracts, $5.25 per square foot, resulting in a net purchase price to be paid by the City to the landowners at closing of $248,793.00. Essentially resulting in the City being able to recapture $518,991.00 back into the road project budget. The acquisition of the 1.55 acre will serve a public use, as it can be assembled with other City land tracts being acquired to the south, for future regional storm water detention measures. The City did construct an overhead electric line circuit along the south boundary of the 3.457 acre exchange tract in 2018, as part of the utility relocation efforts of the Mayhill Road – Phase 1 project, thus the Agreement contemplates the City reserving electric easement in the conveyance deed of the 3.457 acre tract back to the landowners. However, that relocated electric line segment is scheduled for near-term City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 142 rearrangement as part of the multi-family development plans on a neighboring tract. The Agreement also contemplates that when the time comes for the City to abandon/release those electric easements in which the electric facilities will be removed/relocated to alternative easements, that the City will also include those electric easements encumbering the landowner’s property tracts in which the City’s electric facilities have already been removed. If a council member determines that he or she has a conflict of interest pursuant to the Ethics Ordinance, he or she may contact the City Attorney’s Office to have a Recusal Form prepared prior to consideration of this agenda item. RECOMMENDATION Staff recommends approval of the ordinance. ESTIMATED SCHEDULE OF PROJECT Construction of the Mayhill DCTA Bridge project is scheduled to commence in the fall of 2021. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Ordinance 2019-2809: Authorization to make all offer(s) and acquire the necessary land rights for the Mayhill DCTA Bridge project - November 19, 2019 City Council Closed Session briefing on January 26, 2021 (Nelms-Greb counter-offer) FISCAL INFORMATION The purchase of the Property Interests will be funded from Capital Improvement Plan Engineering account 350462444.1365.30200. EXHIBITS 1 - Agenda Information Sheet 2 - Location map 3 - Site Map 4 - Ordinance Respectfully submitted: Paul Williamson, Program Manager Real Estate Prepared by: Paul Williamson, Program Manager Real Estate 143 CITY OF DENTON Mayhill Road Project MEDICAL CITY DENTON FLOWERS BAKING COMPANY DCTA MEDPARK STATION DENTON MUNICIPAL LANDFILL D C T A R AIL R O A D O P E R A TIO N S C O R RID O R SOUTH MAYHILLI-35 E MAYHILLBRINKERL O O P 2 8 8 COLORADO EDWARDS I-35E SERVICE RD SPENCER P A R POCKRUS PAGE MARINA FOSTER MEDPARK WIND RIVERBRIDGESLANDFILLDEL REYUNICORN LAKELEAFY TREATMENT PLANT PRIVATEBLOOM OCEANVIEWREGALPHOTINIA DOLORES PAINTSEA COVE RIO CLUBHOUSE CANARY FR O NTIER PINTO SHORELINE ARROYOPUBLIC ALLEYOLD EDWARDSBLUE JAY STOCKBRIDGE SOLEDAD S I-35E R a m p HARBOUR MISTSTATE SCHOOLBRIGHTON WHARFSIDE SEASIDES A D A U BRIERCLIFFGAYLA SURFLAS LOMAS VALENCIA COMO LAKEMOOR HEN LONGMONTCLIFFSIDEHUDSONWOODWAVECREST PENINSULA GLENWOOD BELLA LAGO GALANTE MONTEBELLOHERRING WINDY POINTPRIVATEI-35E S I-3 5 E R a mp PRIVATE I-35E S ERVIC E R D COLORADO PRIVATELOOP 2 8 8 PRI VATEμ0 690 1,380345Feet Location Map Mayhill Road Project 144 SITE MAP145 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION (“CITY”), APPROVING THE PURCHASE AND EXCHANGE OF (1) A 2.960 ACRE FEE SIMPLE TRACT; (2) A 1.550 ACRE FEE SIMPLE TRACT; AND (3) A DRAINAGE EASEMENT ENCUMBERING 0.029 ACRES, EACH LOCATED IN THE DAVID HOUGH SURVEY, ABSTRACT NO. 646, DENTON, DENTON COUNTY, TEXAS AND OWNED BY KEVIN NELMS AND RICHARD GREB AND WIFE, NANCY GREB (“NELMS-GREB”), FOR A 3.457 ACRE TRACT, ALSO LOCATED IN THE DAVID HOUGH SURVEY AND OWNED BY THE CITY, PLUS THE PAYMENT BY CITY OF $248,793.00 (THE “PURCHASE AND EXCHANGE”); AUTHORIZING THE CITY MANAGER IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE §272.001(b)(3) TO EXECUTE A REAL ESTATE PURCHASE AND EXCHANGE AGREEMENT WITH NELMS-GREB, TOGETHER WITH ANY OTHER DOCUMENTS NECESSARY TO CLOSE THE PURCHASE AND EXCHANGE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on March 4, 2014 the Denton City Council approved an agreement to purchase various land tracts from Nelms-Greb necessary for the expansion and improvement of Mayhill Road and related municipal uses (the “Mayhill Road Project”) (Ordinance 2014-067); and WHEREAS, a subsequent redesign of the Mayhill Road Project caused a portion of the land tracts purchased from Nelms-Greb to no longer be necessary for public use; and WHEREAS, on March 7, 2017 the Denton City Council approved an exchange between the City and Nelms-Greb of a 4.936 acre excess right-of-way tract owned by the City for a 3.457 acre tract owned by Nelms-Greb, the 3.457 acre tract to be used as a Mayhill Road Project construction staging area, each located in the David Hough Survey, Abstract No. 646, Denton, Denton County, Texas (Ordinance 2017-086); and WHEREAS, a further redesign of the Mayhill Road Project now includes an elevated bridge structure to cross the DART/DCTA rail corridor and the City is presently acquiring the necessary property interests to carry out the further redesigned Mayhill Road Project; and WHEREAS, in connection with the Mayhill Road Project the City made an offer to Nelms-Greb to purchase a 2.960 acre fee simple tract and a drainage easement to encumber a 0.029 acre tract (Ordinance 2019-2809); and WHEREAS, Nelms-Greb has made a counteroffer to the City, and the City is amenable to the counteroffer, providing for the Purchase and Exchange as reflected in that certain Real Estate Purchase and Exchange Agreement attached hereto as Exhibit A and incorporated herein for all purposes (the “Agreement”); and WHEREAS, Texas Local Government Code §272.001(b)(3) allows the exchange of land that was originally acquired for streets, rights-of-way, or easements for other land to be used for 146 2 streets, rights-of-way, or easements; 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 proposed Purchase and Exchange is approved. SECTION 3. Pursuant to Texas Local Government Code §272.001(b)(3), the City Manager, or their designee, is authorized to (i) execute on behalf of the City the Agreement and any other documents required by the title company to close the Purchase and Exchange, (ii) carry out all duties and responsibilities of the City pursuant to the Agreement, and (iii) make expenditures in accordance with the terms of the Agreement, including the expenditure of $248,793.00 in connection with the Purchase and Exchange. SECTION 4. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the Council of the City of Denton declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. The ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent 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: ______ ______ ______ ______ 147 3 PASSED AND APPROVED this the _____ day of ___________________, 2021. _______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: __________________________________ Kendra Kennedy 148 REAL ESTATE PURCHASE AND EXCHANGE AGREEMENT THIS REAL ESTATE PURCHASE AND EXCHANGE AGREEMENT (“Agreement”) is dated the _______ day of _______________, 2021 (Effective Date”), and is made by and between Kevin Nelms and Richard Greb and wife, Nancy Greb (hereinafter collectively referred to as "Nelms-Greb") and the City of Denton, a Texas home-rule municipal corporation ("City"), upon the terms and conditions set forth herein. Whereas, Nelms-Greb are the owners of certain tracts or parcels of land (the “Land”) in the David Hough Survey, Abstract 646, Denton County, Texas, being affected by the expansion and improvement of Mayhill Road, a municipal street and roadway located in the City of Denton, and for flood control and storm water improvements necessitated thereby, all for the public safety and welfare (collectively, the “Project”, also known as Mayhill DCTA Bridge); and Whereas, City desires to acquire (i) fee simple to a 2.960 acre tract; (ii) fee simple to a 1.55 acre tract (both being part of the Land); and (iii) drainage easement to a 0.029 acre tract, being a part of and encumbering the Land, all tracts related to the Project (the “Project Property Interests”); and Whereas, Nelms-Greb desires to acquire a 3.457 acre fee simple tract, owned by the City and adjacent to the Land (the “City Tract”) in exchange for the Project Property Interests, plus a cash purchase price of Two Hundred Forty-Eight Thousand Seven Hundred and Ninety-Three Dollars and No Cents ($248,793.00); and Whereas, the City Tract is presently encumbered with the City’s electric facilities (i) within an existing electric easement conveyed by M.A. Haggard and wife, Wilma Haggard, to Brazos River Transmission Cooperative, Inc. recorded in Volume 357, Page 54, Deed Records, Denton County, Texas, such easement being subsequently assigned to the City of Denton as evidenced in that certain Assignment of Easements instrument recorded in Volume 2736, Page 0825, Real Property Records, Denton County, Texas (the “Haggard Easement”) and (ii) within Electric Utility Easement Tract(s) 1 and 2, contemplated to be reserved unto the City within the hereinafter referenced City Deed (“Reserved Electric Utility Easement Tract 1” and “Reserved Electric Utility Easement Tract 2”); and Whereas, a portion of the Nelms-Greb Land is encumbered within an existing electric easement conveyed by G.H. Brammer to Brazos River Transmission Cooperative, Inc. recorded in Volume 357, Page 45, Deed Records, Denton County, Texas, such easement being subsequently assigned to the City of Denton as evidenced in that certain Assignment of Easements instrument recorded in Volume 2736, Page 0825, Real Property Records, Denton County, Texas (the “Brammer Easement”); and Whereas, in the spring of 2018 the City removed all of its electric facilities within the Brammer Easement as a component part of utility clearance measures for the Mayhill Road Widening and Improvements project – Phase 1, relocating that segment of the electric circuit to the City Tract; and          EXHIBIT "A" attachment to ordinance 149 2 Whereas, it is anticipated that current development activity to the north and west of the City Tract and north of the Nelms-Greb Land will soon bring about electric service solutions that will no longer require City electric facilities or easements upon the City Tract (save the contemplated Reserved Electric Utility Easement Tract 1 for future down-guy anchorage facilities); and Whereas Nelms-Greb requests that at such time that the City’s electric facilities are removed from the City Tract that the City include the Brammer Easement (as it encumbers Nelms-Greb Land) and the Reserved Electric Utility Easement Tract 2 (as it encumbers the City Tract) in any easement abandonment initiative brought about involving the Haggard Easement; and Whereas, it is desirous of both parties to stipulate and agree to the terms and conditions associated with the purchase of the Project Property Interests for the Project; and Whereas, the terms and conditions of the Agreement contemplated herein comply with Chapter 272 of the Texas Local Government Code; and Now, therefore, for good and valuable consideration, including the covenants contained herein, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: A. PURCHASE AND EXCHANGE OF TRACTS. 1. At Closing (as defined in Section C.1.), and subject to the terms and conditions contained herein, Nelms-Greb shall grant, execute and deliver to the City (i) a Special Warranty Deed (the “2.960 Acre Deed”), conveying to the City all rights and appurtenances pertaining to the 2.960 Acre Deed tract, including any right, title, and interest of Nelms-Greb in and to adjacent streets, alleys, or rights-of-way, and together with any improvements fixtures, and personal property situated on and attached to the 2.960 Acre Deed tract. The 2.960 Acre Deed tract shall be conveyed to the City in substantially the same form as the Special Warranty Deed conveyance instrument attached hereto and made a part hereof as Attachment “1” and made a part hereof; and (ii) a Special Warranty Deed (the “1.550 Acre Deed”), conveying to the City all rights and appurtenances pertaining to the 1.550 Acre Deed tract, including any right, title, and interest of Nelms-Greb in and to adjacent streets, alleys, or rights-of-way, and together with any improvements fixtures, and personal property situated on and attached to the 1.550 Acre Deed tract. The 1.550 Acre Deed tract shall be conveyed to the City in substantially the same form as the Special Warranty Deed conveyance instrument attached hereto and made a part hereof as Attachment “2” and made a part hereof; and (iii) Drainage Easement (the “Easement”), in, along, upon, under, over and across the tract of land being described in Exhibit “A” and depicted in Exhibit “B”, respectively, to that certain Drainage Easement conveyance instrument being attached hereto as Attachment “3” and made a part hereof, all of the above described conveyance tracts being the Project Property Interests. 2. At Closing, and subject to the terms and conditions contained herein, the City shall convey all of its right, title and interest to Nelms-Greb in the City Tract with all rights and appurtenances pertaining to the City Tract, together with any improvements fixtures, and personal property           150 3 situated on and attached to the City Tract (hereinafter called the “City Property”). The City Property shall be granted by a Special Warranty Deed in substantially the same form as the Special Warranty Deed conveyance instrument attached hereto and made a part hereof as Attachment “4”, inclusive of Reserved Electric Utility Easement Tract 1 and Reserved Electric Utility Tract 2, (the “City Deed”). As additional consideration for the granting and conveying by Nelms-Greb of the Project Property Interests, the City shall pay jointly to Nelms-Greb at Closing the sum of Two Hundred Forty-Eight Thousand Seven Hundred Ninety-Three Dollars and No Cents ($248,793.00). The monetary compensation prescribed in this Section A.2., along with the granting and conveying by the City to Nelms-Greb of the City Property is herein referred to as the “Total Compensation”. B. CONDITIONS PRECEDENT TO CLOSING 1. On or before ten (10) days after the Effective Date of this Agreement, Nelms-Greb at their expense shall obtain a current commitment for title insurance hereinafter called the “Project Property Interests Title Commitment” for the Project Property Interests for the issuance of an Owner’s Policy of Title Insurance from Title Resources, 525 S. Loop 288, Suite 125, Denton, Texas 76205 (the “Title Company”), together with legible copies of all documents constituting exceptions to title as reflected in the Project Property Interests Title Commitment. 2. City shall have a period of ten (10) days following the receipt of the Project Property Interests Title Commitment, and legible copies of title exception documents to review such items and to deliver to Nelms-Greb in writing such objections as the City may have to anything set forth in the Project Property Interests Title Commitment. Any items to which the City does not object within the ten (10) day period shall be deemed to be “Permitted Exceptions.” In the event the City timely objects to any matter in the Project Property Interests Title Commitment, Nelms- Greb shall have the right, but not the obligation, for a period of thirty (30) days to cure any such matters objected to by the City, to the City’s satisfaction. Should Nelms-Greb fail to cure such matters to the satisfaction of the City, the City in its sole discretion, by a written notice to Nelms- Greb within ten (10) days following the expiration of the thirty (30) day period either (a) terminate this Agreement and the parties hereto shall have no further obligation one to the other, or (b) City may waive any such defects and consummate this Agreement with such uncured objections being deemed additional Permitted Exceptions. 3. On or before ten (10) days after the Effective Date of this Agreement, the City at its expense shall obtain a current commitment for title insurance hereinafter called the “City Title Commitment” for the City Property for the issuance of an Owner’s Policy of Title Insurance from the Title Company, together with legible copies of all documents constituting exceptions to title as reflected in the City Title Commitment. 4. Nelms-Greb shall have a period of ten (10) days following the receipt of the City Title Commitment, and legible copies of title exception documents to review such items and to deliver to City in writing such objections as Nelms-Greb may have to anything set forth in the City Title Commitment. Any items to which Nelms-Greb does not object within the ten (10) day period shall be deemed to be “Permitted Exceptions.” In the event Nelms-Greb timely objects to any matter in the City Title Commitment, the City shall have the right, but not the obligation, for a period of thirty (30) days to cure any such matters objected to by Nelms-Greb, to Nelms-Greb’s           151 4 satisfaction. Should the City fail to cure such matters to the satisfaction of Nelms-Greb, Nelms- Greb in its sole discretion, by a written notice to the City within (10) days following the expiration of the thirty (30) day period either (a) terminate this Agreement and the parties hereto shall have no further obligation one to the other, or (b) Nelms-Greb may waive any such defects and consummate this Agreement with such uncured objections being deemed additional Permitted Exceptions. 5. Should either Nelms-Greb or the City choose to obtain a title insurance policy for the tracts to be conveyed herein, either shall do so at its own expense. C. CLOSING 1. The closing shall be held at the office of the Title Company on or before April 30th, 2021, or within ten (10) days after the title cure period provided above, whichever occurs first, or at such time, date, and place as Nelms-Greb and City may mutually agree upon (which is herein referred to as the "Closing"). 2. At Closing, Nelms-Greb shall deliver the Project Property Interests to the City and the City shall deliver the Total Compensation to Nelms-Greb. 3. Nelms-Greb and the City agree to pay closing costs as outlined below: a. Nelms-Greb and the City will bear the cost of their respective expenses other than those outlined herein and directly incurred by each, including their own attorney’s fees, if any. b. The Escrow Fees, Document Preparation Fees, and other typical related fees charged by the Title Company to complete this transaction will be paid by the City of Denton. c. Ad valorem taxes relating to the Project Property Interests for the calendar year in which the Closing shall occur shall be prorated and submitted by Nelms-Greb to the Denton County Tax Assessor as of the Closing Date. Ad valorem tax for the calendar year in which the Closing shall occur shall be tendered under Texas Property Tax Code Section 26.11. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Project Property Interests for the preceding calendar year. Nelms-Greb shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the date of Closing) and the City shall pay for those taxes attributable to the period of time commencing with the Closing Date.           152 5 D. REAL ESTATE COMMISSION Nelms-Greb and the City represent and warrant to each other that neither has retained a broker for this transaction and that there are no broker or real estate fees due as a result of the consummation of this Agreement. E. BREACH 1. Nelms-Greb Defaults. Nelms-Greb is in default under this Agreement on the occurrence of any one or more of the following events: a. Any of Nelms-Greb’s warranties or representations contained in this Agreement are untrue on the Closing Date; or b. Nelms-Greb fails to meet, comply with, or perform any covenant, agreement, condition precedent or obligation on Nelms-Greb’s part required within the time limits and in the manner required in this Agreement; or c. Nelms-Greb fails to deliver at Closing the items specified above for any reason other than a default of the City or termination of this Agreement by the City pursuant to the terms hereof prior to Closing. 2. City’s Remedies. If Nelms-Greb is in default under this Agreement, the City as City’s remedies for the default, may, at City’s sole option, do any of the following: a. Terminate this Agreement by written notice delivered to Nelms-Greb in which the parties hereto shall have no further obligation one to the other; or b. Enforce specific performance of this Agreement in accordance with its terms. 3. City’s Default. The City is in default under this Agreement on the occurrence of any one or more of the following events: a. Any of the City’s warranties or representations contained in this Agreement are untrue on the Closing Date; or b. the City fails to meet, comply with, or perform any covenant, agreement, condition precedent or obligation on the City’s part required within the time limits and in the manner required in this Agreement; or c. the City fails to deliver at Closing the items specified above for any reason other than a default of Nelms-Greb or termination of this Agreement by Nelms-Greb pursuant to the terms hereof prior to Closing. 4. Nelms-Greb’s Remedy. If the City is in default under this Agreement, Nelms-Greb as Nelms-Greb’s remedies for the default, may, at Nelms-Greb’s sole option, do any of the following: a. Terminate this Agreement by written notice delivered to the City in which the parties hereto shall have no further obligation one to the other; or b. Enforce specific performance of this Agreement in accordance with its terms. F. MISCELLANEOUS 1. Assignment of Agreement. This Agreement may not be assigned by a party without the           153 6 written consent of the other party. 2. Electric Easement Abandonment. Post-Closing, and at such time that the City’s electric facilities are removed from the City Tract the City shall include the Brammer Easement, as it relates to the Nelms-Greb Land, and the Reserved Electric Utility Easement Tract 2 in any easement abandonment initiative brought about involving the Haggard Easement, at no cost or participation requirement by Nelms-Greb. 3. Survival of Covenants. Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein. 4. Sole Agreement. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter herein. 5. Notice. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by overnight delivery service or by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Nelms-Greb or City, as the case may be, at the address set forth below. To Nelms-Greb: Richard Greb & Nancy Greb Kevin Nelms 801 Cresthill Lane Field Tech Avionics Davey, Nebraska 68336 2200 N.E. Loop 820 Fort Worth, Texas 76106 To City: DeAnna Cody, Deputy Director Deputy City Attorney, Real Estate City of Denton - Real Estate City of Denton 401 North Elm Street 215 E. McKinney Denton, Texas 76201-4137 Denton, Texas 76201 6. Texas Law to Apply. This Agreement is being executed and delivered and is intended to be performed in the State of Texas. The laws of Texas governing the validity, construction, enforcement, and interpretation of this Agreement shall apply. THIS AGREEMENT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO SHALL LIE IN, DENTON COUNTY, TEXAS. 7. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Agreement.           154 7 8. Legal Construction. 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, said invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. 9. Time of Essence. Time is of the essence in this Agreement. 10. Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 11. Compliance. In accordance with the requirements of the Texas Real Estate License Act, each party advises the other that it should obtain a policy of title insurance or have the abstract covering the property examined by an attorney of its own selection. 12. Effective Date. The term “Effective Date” means the latter of the dates on which this Agreement is signed by either Nelms-Greb or the City, as indicated by their signature below. If the last party to execute this Agreement fails to complete the date of execution below that party’s signature, the date the Title Company acknowledges receipt of a copy of this fully executed Agreement is the Effective Date. 13. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 14. Agreement as Offer. The execution of this Agreement by Nelms-Greb constitutes an offer to consummate the terms of this Agreement contemplated above. Unless within thirty (30) days after the date of execution of this Agreement by Nelms-Greb, this Agreement is accepted by the City by signing the offer and delivering a fully executed copy to Nelms-Greb, the offer of this Agreement will be deemed automatically withdrawn. IN WITNESS WHEREOF, the parties have executed this Agreement as follows: __________________________ Date: __________________________ Kevin Nelms __________________________ Date: __________________________ Richard Greb __________________________ Date: __________________________ Nancy Greb              155 8 CITY OF DENTON, TEXAS BY:________________________________ Date:_______________ Sara Hensley, Interim City Manager THIS AGREEMENT HAS BEEN ATTEST: BOTH REVIEWED AND APPROVED ROSA RIOS, CITY SECRETARY As to financial and operational Obligations and business terms. BY:________________________________ ___________________________________ DeAnna Cody, Deputy Director Real Estate Date:_______________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY:________________________________            Kendra Kennedy 156 9 TITLE COMPANY ACCEPTANCE AND ACKNOWLEDGEMENT By its execution below, the Title Company acknowledges receipt of the fully executed Agreement on the day of , 2021. Title Company agrees to comply with, and be bound by, the terms and provisions of this Agreement to perform its duties pursuant to the provisions of this Agreement and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Name: Title Resources Address: 525 S. Loop 288, Suite 125 Denton, Texas 76205 Telephone: 940-381-1006 By: Printed Name: Title:           157 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. SPECIALWARRANTYDEED STATE OF TEXAS § §KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT Kevin Nelms, Richard Greb and wife, Nancy Greb,(hereinafter collectively referred to as “Grantor”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to it in hand paid by the City of Denton, a Texas home-rule municipal corporation (hereinafter referred to as “Grantee”), the receipt and sufficiency of which is hereby acknowledged and confessed, has GRANTED, SOLD AND CONVEYED, and by these presents does hereby GRANT, SELL, AND CONVEY unto the said Grantee, the real property containing approximately 2.960 acres of land more particularly described in Exhibit “A” and depicted in Exhibit “B”, both attached hereto and made a part hereof, together with all improvements, rights, appurtenances, and hereditaments located thereon or pertaining thereto, including all rights, title and interest of Grantor in and to adjacent streets, alleys, and rights-of-way (all of which foregoing are collectively referred to as the “Property”). Grantor hereby retains and reserves, for Grantor and its successors and assigns forever, all of the oil, gas and other liquid or gaseous hydrocarbons in, under, or that may be produced from the Property. However, such reservation does not include any right to ingress or egress to the property by Grantor, its successors and/or assigns, or the right to use any portion of the surface of the property to develop or produce the reserved estate. ATTACHMENT 1 to Agreement          158 TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, its successors and assigns forever; and Grantor does hereby bind itself, its successors and assignees to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, its successors and assigns, against every person whomsoever claiming or to claim the same or any part thereof, by, through, or under, Grantor, but not otherwise, subject to the reserved minerals. SIGNED this _____ day of ________________________, 2021. _______________________________ _________________________________ Kevin Nelms Richard Greb _________________________________ Nancy Greb ACKNOWLEDGMENT STATE OF _______________ § § COUNTY OF _____________ § This instrument was acknowledged before me this _____ day of ____________________________, 2021, by Kevin Nelms. ________________________________ Notary Public, State of _____________ Print Name: ______________________ My commission expires:_____________ ACKNOWLEDGMENT STATE OF _______________ § § COUNTY OF _____________ § This instrument was acknowledged before me this _____ day of ____________________________, 2021, by Richard Greb. ________________________________ Notary Public, State of _____________ Print Name: ______________________ My commission expires:_____________           159 ACKNOWLEDGMENT STATE OF _______________ § § COUNTY OF _____________ § This instrument was acknowledged before me this _____ day of ____________________________, 2021, by Nancy Greb. ________________________________ Notary Public, State of _____________ Print Name: ______________________ My commission expires:_____________ After Recording, Return to: City of Denton - Real Estate Attn: DeAnna Cody 401 North Elm Street Denton, Texas 76201-4137 Send Tax Billing Statements To: The City of Denton Attn: Finance Department 215 East McKinney Street Denton, Texas 76201           160           161           162           163 City Project: Mayhill Road and Flood Control City Project Number: 350462402 Parcel Number: P1-ROW-2 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. SPECIALWARRANTYDEED STATE OF TEXAS § §KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT Kevin Nelms, Richard Greb and wife, Nancy Greb,(hereinafter collectively referred to as “Grantor”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to it in hand paid by the City of Denton, a Texas home-rule municipal corporation (hereinafter referred to as “Grantee”), the receipt and sufficiency of which is hereby acknowledged and confessed, has GRANTED, SOLD AND CONVEYED, and by these presents does hereby GRANT, SELL, AND CONVEY unto the said Grantee, the real property containing approximately 1.550 acres of land more particularly described in Exhibit “A” and depicted in Exhibit “B”, both attached hereto and made a part hereof, together with all improvements, rights, appurtenances, and hereditaments located thereon or pertaining thereto, including all rights, title and interest of Grantor in and to adjacent streets, alleys, and rights-of-way (all of which foregoing are collectively referred to as the “Property”). Grantor hereby retains and reserves, for Grantor and its successors and assigns forever, all of the oil, gas and other liquid or gaseous hydrocarbons in, under, or that may be produced from the Property. However, such reservation does not include any right to ingress or egress to the property by Grantor, its successors and/or assigns, or the right to use any portion of the surface of the property to develop or produce the reserved estate. ATTACHMENT 2 to Agreement          164 TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, its successors and assigns forever; and Grantor does hereby bind itself, its successors and assignees to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, its successors and assigns, against every person whomsoever claiming or to claim the same or any part thereof, by, through, or under, Grantor, but not otherwise, subject to the reserved minerals. SIGNED this _____ day of ________________________, 2021. _______________________________ _________________________________ Kevin Nelms Richard Greb _________________________________ Nancy Greb ACKNOWLEDGMENT STATE OF _______________ § § COUNTY OF _____________ § This instrument was acknowledged before me this _____ day of ____________________________, 2021, by Kevin Nelms. ________________________________ Notary Public, State of _____________ Print Name: ______________________ My commission expires:_____________ ACKNOWLEDGMENT STATE OF _______________ § § COUNTY OF _____________ § This instrument was acknowledged before me this _____ day of ____________________________, 2021, by Richard Greb. ________________________________ Notary Public, State of _____________ Print Name: ______________________ My commission expires:_____________           165 ACKNOWLEDGMENT STATE OF _______________ § § COUNTY OF _____________ § This instrument was acknowledged before me this _____ day of ____________________________, 2021, by Nancy Greb. ________________________________ Notary Public, State of _____________ Print Name: ______________________ My commission expires:_____________ After Recording, Return to: City of Denton - Real Estate Attn: DeAnna Cody 401 North Elm Street Denton, Texas 76201-4137 Send Tax Billing Statements To: The City of Denton Attn: Finance Department 215 East McKinney Street Denton, Texas 76201           166 V:\Engineering\Freese & Nichols\Mayhill\NEW ROW Docs-2019\A090301911108.dwg 220 ELM STREET, SUITE 200 I LEWISVILLE, TX 75057 I 214.217.2544FIRM REGISTRATION NO. 10194331 I WINDROSESERVICES.COM ILAND SURVEYIN G PLATTIN G W I N D R O S E BEING a 1.550 acre tract of land situated in the David Hough Survey, Abstract No. 646, in the City of Denton, Denton County, Texas, and being part of that same tract of land described by Special Warranty Deed to Richard Greb and Nancy Greb, as recorded in Document No. 2006-100770, of the Real Property Records of Denton County, Texas (R.P.R.D.C.T.), and being more particularly described as follows (Bearings are based on the City of Denton GIS Network): COMMENCING at a 5/8 inch rebar with a cap stamped "Cotton Surveying" found for the Northeast corner of Lot 1R, Block F of Providence Place II, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet X, Page 905, Plat Records of Denton County, Texas (P.R.D.C.T.), said point lying on the South line of a tract of land described as "Municipal Use Tract #2" in Warranty Deed to the City of Denton, as recorded in Instrument No. 2014-26436, Official Public Records of Denton County, Texas (O.P.R.D.C.T.) and on the West right-of-way line of Mayhill Road (variable width right-of-way); THENCE South 88 Degrees 01 Minutes 21 Seconds West, departing the West right-of-way line of said Mayhill Road, with the North line of said Providence Place II addition, a distance of 52.70 feet to a 1/2 inch rebar with a cap stamped "Windrose" set for corner, said point being the Southeast corner and POINT OF BEGINNING of the herein described property; THENCE South 88 Degrees 01 Minutes 21 Seconds West, continuing with the North line of said Providence Place II addition, a distance of 384.39 feet to a 1/2 inch rebar with a cap stamped "Windrose" set for the Southwest corner of the herein described property; THENCE North 41 Degrees 28 Minutes 51 Seconds East, departing the North line of said Providence Place II addition, over, across, and upon said Greb tract, a distance of 219.45 feet to a 1/2 inch rebar with a cap stamped "Windrose" set for corner, said point being the beginning of a tangent curve to the left, having a central angle of 08 Degrees 22 Minutes 17 Seconds, a radius of 1080.00 feet, and a chord bearing and distance of North 37 Degrees 17 Minutes 29 Seconds East, 157.80 feet; THENCE, in a northerly direction, continuing through said Greb tract, and along said tangent curve to the left, an arc length of 157.94 feet to a 1/2 inch rebar with a cap stamped "Windrose" set for corner; THENCE North 75 Degrees 58 Minutes 48 Seconds East, continuing through said Greb tract, a distance of 23.98 feet to a 1/2 inch rebar with a cap stamped "Windrose" set for corner, said point being the northernmost corner of the herein described property and lying on the North line of said Greb tract, and on a South line of a tract of land described in Special Warranty Deed to Kevin Nelms, et al, as recorded in Instrument No. 2017-81759, O.P.R.D.C.T., said point being the beginning of a non-tangent curve to the right, having a central angle of 30 Degrees 03 Minutes 00 Seconds, a radius of 350.00 feet, and a chord bearing and distance of South 43 Degrees 52 Minutes 26 Seconds East, 181.47 feet; THENCE, in a southeasterly direction, departing the South line of said Nelms, et al tract, over, across, and upon said Greb tract, and along said non-tangent curve to the right, an arc length of 183.57 feet to a 1/2 inch rebar with a cap stamped "Windrose" set for corner, said point being the Northeast corner of the herein described property and lying on the West line of said City of Denton tract; THENCE South 02 Degrees 12 Minutes 08 Seconds West, with the West line of said City of Denton tract, a distance of 151.79 feet to the POINT OF BEGINNING and containing 67,532 square feet or 1.550 acres of land, more or less. ':*+$+6# DRAWN BY: E.R. DATE: 08/17/2020 JO B N O: D56128-112300           167 (Variable Width ROW)S88°01'21"W 1354.45' I.R.S. I.R.S.I.R.S. I.R.S. I.R.S. I.R.F.C. (C.M.) I.R.F.C. (C.M.) I.R.F.C. (C.M.) 1.550 Acres (67,532 sq. ft.) 36.329 Acres (1,582,500 sq. ft.) I.R.S. S88°01'21"W 52.70' S01°57'54"W 49.89' V:\Engineering\Freese & Nichols\Mayhill\NEW ROW Docs-2019\A090301911108.dwg ':*+$+6$ SCALE: 1" = 200' Bearings shown hereon based on the City of Denton GIS Network. 200 0 100 200 Notes:x I.R.F.C. = 5/8" Iron Rod Found with cap stamped "Cotton Surveying".x I.R.S. = 1/2" Iron Rod Set with yellow cap stamped "Windrose". L1 S88°01'21"W 384.39' L2 N75°58'48"E 23.98' L3 S02°12'08"W 151.79' # Radius Length Delta Chord C1 1080.00' 157.94' 08°22'17" N37°17'29"E 157.80' C2 350.00' 183.57' 30°03'00" S43°52'26"E 181.47' 220 ELM STREET, SUITE 200 I LEWISVILLE, TX 75057 I 214.217.2544FIRM REGISTRATION NO. 10194331 I WINDROSESERVICES.COM ILAND SURVEYIN G PLATTING W I N D R O S E DRAWN BY: E.R. D ATE: 08/17/2020 JOB NO: D56128-112300           168 City Project: Mayhill Road and Flood Control City Project Number: 350462402 Parcel Number: P1-DE-1 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. DRAINAGE EASEMENT STATE OF TEXAS § §KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT Kevin Nelms, Richard Greb and wife, Nancy Greb,(hereinafter collectively referred to as “Grantor”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to it in hand paid by the City of Denton, a Texas home-rule municipal corporation (hereinafter referred to as “Grantee”), the receipt and sufficiency of which is hereby acknowledged and confessed, has GRANTED, SOLD AND CONVEYED, and by these presents does hereby GRANT, SELL, AND CONVEY unto the said Grantee, a 0.029 acre perpetual drainage easement in, along, over, upon, under and across the following described property (the “Property”), owned by Grantor, and situated in Denton County, Texas, located in the David Hough Survey, Abstract No. 646, Denton County, Texas, to wit: PROPERTY AREA DESCRIBED IN EXHIBIT “A” AND DEPICTED IN EXHIBIT “B”, BOTH ATTACHED HERETO AND MADE A PART HEREOF FOR ALL PURPOSES For the following purposes: Constructing, reconstructing, installing, repairing, relocating, operating, and perpetually maintaining drainage, and related drainage facilities and appurtenances, including without limitation, the right to overflow the Property, in, along, over, upon, under and across said Property. The rights granted herein shall further include, without limitation, the free and uninterrupted use, liberty, passage, ingress, egress and regress, at all times in, along, over, upon, under and across the Property to Grantee herein, its agents, employees, contractors, workmen and representatives, for the purposes set forth herein, including without limitation, the making of additions to, improvements on and repairs to said facilities and/or drainage features or grade, or any part thereof. This Easement is subject to the following: 1. Structures. No buildings, fences, structures, signs, facilities, improvements or obstructions of any kind, or portions thereof, shall be constructed, erected, reconstructed ATTACHMENT 3 to Agreement          169 or placed in, along, over, upon, under or across the Property by Grantor. Further, Grantor stipulates and acknowledges that the Grantee, in consideration of the benefits above set out, may alter the grade of the Property and may remove from the Property, such buildings, fences, structures, signs, facilities, improvements and other obstructions as may now or hereafter be found upon said Property and dispose of any such buildings, fences, structures, signs, facilities, improvements or obstructions in any manner it deems appropriate without liability to Grantee. 2. Maintenance of Lateral Slope. No activity, of any kind, shall be conducted on the Property by Grantor that may impair, damage or destroy the lateral slope established for drainage, including without limitation, excavation or movement of soil or other material. 3. Access. For the purpose of exercising and enjoying the rights granted herein, the Grantee shall have access to the Property by way of existing public property or right-of- way. 4. Trees and Landscaping. No shrub or tree shall be planted upon the Property nor may encroach upon the Property. Grantee may cut, trim, or remove any shrubs or trees, or portions of shrubs or trees now or hereafter located within or that may overhang upon the Property without liability to Grantee, including without limitation, the obligation to make further payment to Grantor. 5. Grantor’s Rights. Grantor shall have the right, subject to the restrictions contained herein, to make use of the Property for any purpose that does not interfere with the Grantee’s rights granted to it herein for the purposes granted. 6. Successors and Assigns. This grant and the provisions contained herein shall constitute covenants running with the land and shall be binding upon the Grantor and Grantee, and their heirs, devisees, successors and assigns. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the Property above described. SIGNED this _____ day of ________________________, 2021. _______________________________ _________________________________ Kevin Nelms Richard Greb _________________________________ Nancy Greb           170 ACKNOWLEDGMENT STATE OF _______________ § § COUNTY OF _____________ § This instrument was acknowledged before me this _____ day of ____________________________, 2021, by Kevin Nelms. ________________________________ Notary Public, State of _____________ Print Name: ______________________ My commission expires:_____________ ACKNOWLEDGMENT STATE OF _______________ § § COUNTY OF _____________ § This instrument was acknowledged before me this _____ day of ____________________________, 2021, by Richard Greb. ________________________________ Notary Public, State of _____________ Print Name: ______________________ My commission expires:_____________ ACKNOWLEDGMENT STATE OF _______________ § § COUNTY OF _____________ § This instrument was acknowledged before me this _____ day of ____________________________, 2021, by Nancy Greb. ________________________________ Notary Public, State of _____________ Print Name: ______________________ My commission expires:_____________ After Recording, Return to: City of Denton - Real Estate Attn: DeAnna Cody 401 North Elm Street Denton, Texas 76201-4137           171           172           173 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. SPECIALWARRANTYDEED STATE OF TEXAS § §KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT the City of Denton, a Texas home-rule municipal corporation, (hereinafter referred to as “Grantor”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to it in hand paid by Kevin Nelms, Richard Greb and wife, Nancy Greb (hereinafter collectively referred to as “Grantee”), the receipt and sufficiency of which is hereby acknowledged and confessed, has GRANTED, SOLD AND CONVEYED, and by these presents does hereby GRANT, SELL, AND CONVEY unto the said Grantee, the real property containing approximately 3.457 acre of land more particularly described in Exhibit “A” and depicted in Exhibit “B”, both attached hereto and made a part hereof, together with all improvements, rights, appurtenances, and hereditaments located thereon or pertaining thereto, (all of which foregoing are collectively referred to as the “Property”), reserving unto Grantor the electric utility easement (the “Easement”) in, along, upon, under, over, and across those portions of the Property as described and depicted on Exhibit “C” (“Reserved Electric Utility Easement – Tract 1”) and on Exhibit “D” (Reserved Electric Utility Easement – Tract 2”), both attached hereto and made a part hereof (the “Easement Property”). The Easement is reserved for the following purposes: Constructing, reconstructing, installing, repairing, relocating, operating, and perpetually maintaining electric utilities, and related electric utility facilities and appurtenances, in, along, upon, under, over, and across said Easement Property, including without limitation, the free and uninterrupted use, liberty, passage, ingress, egress, and regress, at all times in, along, upon, under, over, and across the Easement Property to Grantor herein, its agents, employees, contractors, workmen, and representatives, for the purposes set forth herein, including without limitation, the making of additions to, improvements on and repairs to said facilities or any part thereof. This reserved Easement is subject to the following covenants and restrictions: 1. Structures. No buildings, structures, signs, facilities, improvements, or obstructions of any kind, or portions thereof, shall be constructed, erected, reconstructed, ATTACHMENT 4 to Agreement          174 or placed in, along, upon, under, over, or across the Easement Property by Grantee. Further, Grantee stipulates and acknowledges that the Grantor, in consideration of the restrictions above set out may remove from the Easement Property, such buildings, structures, signs, facilities, improvements, and other obstructions as may now or hereafter be found upon said Easement Property and dispose of any such buildings, structures, signs, facilities, improvements, or obstructions in any manner it deems appropriate without liability to Grantor. 2. Access. For the purpose of exercising and enjoying the Easement rights reserved granted herein, the Grantor shall have access to the Easement Property by way of existing public property or right-of-way. 3. Trees and Landscaping. No shrub or tree shall be planted upon the Easement Property nor may encroach upon the Easement Property. Grantor may cut, trim, or remove any shrubs or trees, or portions of shrubs or trees now or hereafter located within or that may encroach or overhang upon the Easement Property without liability to Grantor. 4. Grantee’s Rights. Grantee shall have the right, subject to the covenants and restrictions contained herein, to make use of the Easement Property for any purpose that does not interfere with the Grantor’s rights retained herein for the purposes reserved. 5. Successors and Assigns. This Easement reservation and the covenants and restrictions contained herein shall constitute covenants running with the land and shall be binding upon the Grantor and Grantee, and their heirs, successors, and assigns. Exceptions, Exclusions, Disclaimers and Acknowledgments. Exceptions to conveyance and warranty (the “Exceptions”): 1. rights of the public in streets, alleys, rights-of-ways and highways adjacent to or adjoining the Property, if any; 2. zoning and building laws, ordinances, resolutions, and regulations; 3. real estate taxes and assessments for public improvements which are not delinquent and not yet due and payable; and 4. covenants and other matters filed in the Real Property Records of Denton County, Texas. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, its successors and assigns forever; and Grantor does hereby bind itself, its successors and assignees to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, its successors and assigns, against every person whomsoever claiming or to claim the same or any part thereof, by, through, or under, Grantor, but not otherwise, subject, however to the reserved Easement.           175 EXECUTED this _____ day of ________________________, 2021. GRANTOR CITY OF DENTON _________________________________ Sara Hensley, Interim City Manager GRANTEE GRANTEE _______________________________ _________________________________ Kevin Nelms Richard Greb GRANTEE _________________________________ Nancy Greb ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF DENTON § This instrument was acknowledged before me this _____ day of ____________________________, 2021, by Sara Hensley, Interim City Manager, City of Denton. ________________________________ Notary Public, State of Texas Print Name: ______________________ My commission expires:_____________           176 ACKNOWLEDGMENT STATE OF _______________ § § COUNTY OF _____________ § This instrument was acknowledged before me this _____ day of ____________________________, 2021, by Kevin Nelms. ________________________________ Notary Public, State of _____________ Print Name: ______________________ My commission expires:_____________ ACKNOWLEDGMENT STATE OF _______________ § § COUNTY OF _____________ § This instrument was acknowledged before me this _____ day of ____________________________, 2021, by Richard Greb. ________________________________ Notary Public, State of _____________ Print Name: ______________________ My commission expires:_____________ ACKNOWLEDGMENT STATE OF _______________ § § COUNTY OF _____________ § This instrument was acknowledged before me this _____ day of ____________________________, 2021, by Nancy Greb. ________________________________ Notary Public, State of _____________ Print Name: ______________________ My commission expires:_____________           177 After Recording, Return to: Kevin Nelms Field Tech Avionics 2200 N.E. Loop 820 Fort Worth, Texas 76106           178           179           180           181           182           183           184 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-637,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 CivicPlus, LLC, for website design, hosting, and maintenance for the www.cityofdenton.com <http://www.cityofdenton.com> website for the Public Affairs and Customer Service Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7456 - awarded to CivicPlus, 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 $150,000.00). City of Denton Printed on 4/9/2021Page 1 of 1 powered by Legistar™185 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: April 13, 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 CivicPlus, LLC, for website design, hosting, and maintenance for the www.cityofdenton.com website for the Public Affairs and Customer Service Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7456 – awarded to CivicPlus, 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 $150,000.00). INFORMATION/BACKGROUND The current City of Denton website is nearing the end of its lifecycle. Because the foundation of the site, its content management system (CMS), is approaching obsolescence in September of 2022. To keep the website stable and secure, the CMS must be rebuilt or replaced before the manufacturer stops supporting the version of the system we are using. Due to the age of the current CMS system, an upgrade to a supported version is not a possible option. Staff has determined a rebuilding of the CMS, and thus the website would be at a significant cost to the City and is recommending the purchase of a new website with a new, more evergreen CMS. From January 1, 2019, through December 31, 2019, the City of Denton’s website, www.cityofdenton.com, was visited 3,530,133 times. This indicates that the City’s website is a major source of information for residents and it is our main digital communication tool; all other avenues, including print pieces and social media posts, ultimately lead back to the website as a source of information. Residents visit the website to pay their utility bills, find information, and reach City staff. Because Denton is a full-service city, there are many departments with information that should be shared with the public for transparency and excellent customer service. This causes our website to have a large number of pages, which presents the challenge of providing intuitive navigation and a search function to help residents find the information they need as easily as possible. Another challenge is providing a website that is accessible to everyone in the community, including residents who visit the website on mobile devices, desktop computers, speak languages other than English, and those who have disabilities that require text readers or other accessibility tools. Our current website suffers from a series of deficiencies: • Security vulnerabilities. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 186 • Lack of ADA compliance. • The search function is not reliable, making website navigation difficult for residents. • Lack of standard features available on most other municipal websites. • Design limitations that impair the user experience. • The content management system our website is built on is approaching obsolescence in Sept. 2022. Staff developed an RFP for a new website seeking a vendor that could provide better navigation and search tools, improve ADA compliance, offer more dynamic content design options, increase the availability of usage analytics, and provide better security. We also had a preference for a vendor with experience working with municipal governments due to the unique challenges presented by government websites that have hundreds of pages and require robust solutions to help residents find what they need. After interviewing the top four website vendors who submitted bids for the website RFP, staff recommends entering into a contract with CivicPlus. CivicPlus specializes in websites for municipalities with more than 20 years of experience in the industry. They have provided technology solutions to over 4,000 local government clients. Compared to other vendors, CivicPlus offered the best solutions to meet our needs and to correct usability problems that exist with our current website. Compared to our current website, CivicPlus is offering a website with improved search function capability that will greatly assist residents in finding the content they need, improved ADA compliance options, a more sophisticated content management system (CMS) that will improve efficiencies and workflow for staff making changes to the website, and more dynamic content organization tools that will improve the user experience for residents visiting the website. Additionally, staff spoke to other municipal clients of CivicPlus, who reported satisfaction with the vendor’s ongoing maintenance and responsiveness. CivicPlus was not the lowest bidder for the RFP, but their bid was competitive and significantly lower than the bid submitted by our current website vendor and some other competitors. Staff determined that the quality of the solutions presented by CivicPlus will provide the best value for the money spent on the website. Project Description Estimated 5-Year Expenditure Website Design & Training $ 75,950 Years 2 to 5 support and maintenance $ 47,972 20% contingency $ 26,078 Total: $150,000 Requests for Proposals was sent to 103 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. Thirteen (13) proposals were received and evaluated based upon published criteria including project schedule, compliance with specifications, probable performance, and price. Based upon this evaluation, CivicPlus, LLC was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 915-(Service Only)-Communications and Media Related Services Notifications sent for Solicitation sent in IonWave: 103 Number of Suppliers that viewed Solicitation in IonWave: 64 HUB-Historically Underutilized Business Invitations sent out: 6 SBE-Small Business Enterprise Invitations sent out: 34 Responses from Solicitation: 13 187 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On Sept. 1, 2020, the Committee on Community Engagement received a report on staff’s analysis and documented shortcomings of the current website, including staff’s next steps for procurement of a new website. On February 2, 2021, the Committee on Community Engagement received an update on the website procurement. RECOMMENDATION Award a contract with CivicPlus, LLC, for website design, hosting, and maintenance for the www.cityofdenton.com website for the Public Affairs and Customer Service Department, in the not-to- exceed amount of $150,000. PRINCIPAL PLACE OF BUSINESS CivicPlus, LLC Manhattan, KS 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 services will be funded from General Government Project Funds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: LLC Members Exhibit 4: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Sarah Fullwood, 940-349-8110. Legal point of contact: Marcella Lunn at 940-349-8333. 188 Line # Description QTY UOMUnit Extended Unit Extended Unit Extended Unit Extended Unit Extended Unit Extended Unit Extended Unit Extended Unit Extended12 Website Evaluation And Consulting Fee1EA$6,390.44 $6,390.44$799.00 $799.00 $83,500.00 $83,500.00 $4,500.00 $4,500.00 $20,000.00 $20,000.00 $27,500.00 $27,500.00 $0.00 $0.00 $500.00 $500.00 $0.00 $0.003 Base Product Fees1EA$0.00 $0.00$599.00 $599.00 $0.00 $0.00 $7,500.00 $7,500.00 $60,000.00 $60,000.00 $0.00 $0.00 $1,800.00 $1,800.00 $0.00 $0.004 Website Design Service1EA$50,479.12 $50,479.12$3,999.00 $3,999.00 $0.00 $9,500.00 $9,500.00 $5,000.00 $5,000.00 $40,000.00 $40,000.00 $37,500.00 $37,500.00 $22,074.00 $22,074.00 $15,000.00 $15,000.005 Content Management System1EA$5,200.86 $5,200.86$4,600.00 $4,600.00 $0.00 $32,500.00 $32,500.00 $22,000.00 $22,000.00$15,000.00 $15,000.00 $0.00 $0.00 $1,900.00 $1,900.00 $60,000.00 $60,000.006 Hosting Services Including Test And Production Environments1EA$4,532.01 $4,532.01$2,900.00 $2,900.00 $0.00 $5,400.00 $5,400.00 $0.00 $0.00 $1,400.00 $1,400.00 $32,760.00 $32,760.00 $960.00 $960.00 $1,800.00 $1,800.007 Additional Customization Services Based On Your Review Of City's Current Website1 EA $3,400.00 $3,400.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $3,810.00 $3,810.00 $1,000.00 $1,000.008 Additional Security Features1EA$2,581.24 $2,581.24$1,999.00 $1,999.00 $0.00 $0.00 $60,960.00 $60,960.00 $2,400.00 $2,400.00 $0.00 $0.009 Training Services (Remote)1EA$6,766.34 $6,766.34$1,500.00 $1,500.00 $0.00 $1,000.00 $1,000.00 $1,500.00 $1,500.00 $600.00 $600.00 $1,600.00 $1,600.00 $8,220.00 $8,220.00 $0.00 $0.0010 Training Services (Onsite At City Of Denton Facility)1 EA $3,999.00 $3,999.00 $0.00 $2,500.00 $2,500.00 $2,100.00 $2,100.00 $5,480.00 $5,480.00 $0.00 $0.0011 Training Services (Onsite At Your Facility)1 EA $2,900.00 $2,900.00 $1,000.00 $1,000.00 $600.00 $600.00 NO BID $0.00 $0.0012 Support Services1EA$0.00 $0.00$4,500.00 $4,500.00 $0.00 $6,000.00 $6,000.00 $0.00 $0.00 $750.00 $750.00 $15,360.00 $15,360.00 $3,948.00 $3,948.00 $25,000.00 $25,000.0013 Added Value Products And Services1 EA $3,499.00 $3,499.00 $0.00 $7,500.00 $7,500.00 $11,500.00 $11,500.00 $10,500.00 $10,500.00 NO BID $0.00 $0.0014 Project Travel Expenses1 EA $2,500.00 $2,500.00$1,000.00 $1,000.00 NO BID $0.00 $0.001516Annual Hosting, Support and Maintenance Cost For Years 2 Thru 51EA$47,971.70 $47,971.70$25,000.00 $25,000.00 $66,074.22 $66,074.22 $57,000.00 $57,000.00 $118,000.00 $118,000.00 $25,800.00 $25,800.00 $32,760.00 $32,760.00 $4,908.00 $4,908.00 $125,000.00 $125,000.00Item #123444.6119.616.87.2CivicPlus, LLC1518.425.28.8CivicPlus, LLCGranicus, LLCRiafox Inc.2.810.87.240$26,078.00$150,000.00Riafox Inc.1116.825.2MOBIKASA LLCOpenCities Inc55.4916.821.6571714.419.26.447.6101220.45.2 6.8Navisite LLC45.61211.215.6PSP Compass Solutions4.410.8823Brighton, CO$56,000.00PSP Compass SolutionseWay Corp8Americaneagle.com (Svanaco Inc)PROJECT COST FORM-FEES/ EXPENSES REQUIRED FOR PROJECT LAUNCH46.2Manhattan, KSMeridian, ID Saint Paul, MNPROJECT COST FORM - ANNUAL MAINTENANCE FEES FOR YEARS 2 THRU 5 - POST LAUNCH/ACCEPTANCE Total:Contingency added by DepartmentContract Total (5 years):$62,194.00 $149,574.22 $119,400.00 $181,500.00 $185,250.00 $192,440.00$123,921.716.867.4 59.860.8Project Schedule Compliance with SpecificationsProbable PerformancePrice Total:Exhibit 2RFP 7456 - Pricing Evaluation for the City of Denton Website Respondent's Business Name:Principal Place of Business (City and State):Evaluation$227,800.00New York, NYJohnston, IA Kansas City, MO Des Plaines, IL Andover, MADescriptionMOBIKASA LLCGranicus, LLC eWay Corp OpenCities IncAmericaneagle.com (Svanaco Inc)Navisite LLC189 Line # Description QTY UOM12 Website Evaluation And Consulting Fee1EA3 Base Product Fees1EA4 Website Design Service1EA5 Content Management System1EA6 Hosting Services Including Test And Production Environments1EA7 Additional Customization Services Based On Your Review Of City's Current Website1EA8 Additional Security Features1EA9 Training Services (Remote)1EA10 Training Services (Onsite At City Of Denton Facility)1EA11 Training Services (Onsite At Your Facility)1EA12 Support Services1EA13 Added Value Products And Services1EA14 Project Travel Expenses1EA1516Annual Hosting, Support and Maintenance Cost For Years 2 Thru 51EAItem #1234PROJECT COST FORM-FEES/ EXPENSES REQUIRED FOR PROJECT LAUNCHPROJECT COST FORM - ANNUAL MAINTENANCE FEES FOR YEARS 2 THRU 5 - POST LA Total:Contingency added by DepartmentContract Total (5 years):Project Schedule Compliance with SpecificationsProbable PerformancePrice Total:Exhibit 2RFP 7456 - Pricing Evaluation for the City of Denton Website Respondent's Business Name:Principal Place of Business (City and State):EvaluationDescriptionUnit Extended Unit Extended Unit Extended Unit Extended$1,500.00 $1,500.00 $16,800.00 $16,800.00 $2,850.00 $2,850.00 $78,925.00 $78,925.00$300.00 $300.00 $28,200.00 $28,200.00 NO BID $174,642.50 $174,642.50$89,550.00 $89,550.00 $20,000.00 $20,000.00 $13,150.00 $13,150.00 $35,000.00 $35,000.00$0.00 $0.00 $6,400.00 $6,400.00 $38,880.00 $38,880.00 $17,999.00 $17,999.00$2,400.00 $2,400.00 $33,600.00 $33,600.00 $0.00 $0.00 $15,400.00 $15,400.00$0.00 $0.00 $5,800.00 $5,800.00 $0.00 $0.00 $0.00 $0.00$5,400.00 $5,400.00 $0.00 $0.00 $0.00 $0.00$0.00 $5,000.00 $5,000.00 $0.00 $0.00 $1,400.00 $1,400.00$0.00 $8,000.00 $8,000.00 NO BID NO BID$10,000.00 $10,000.00 $0.00 $0.00 NO BID$0.00 $33,600.00 $33,600.00 $0.00 $0.00 $10,500.00 $10,500.00$21,500.00 $21,500.00 $0.00 $0.00 $0.00 $0.00$5,000.00 $5,000.00 NO BID NO BID $5,000.00$2,250.00 $2,250.00 $67,800.00 $67,800.00 $155,520.00 $155,520.00 $92,400.00 $92,400.0026.467.210.82.4ITsimple, LCWORKlove (WORK LOVE WORK)39.2129.613.24.433.8117.213.22.4399816.85.2Calise Partners, LLC dba ImaginuityTrue North Government Services, LLC$96,000.00 $267,100.00 $210,400.00 $431,266.50Little Rock, AR Peoria, AZ Alpharetta, GA Dallas, TXWORKlove (WORK LOVE WORK)True North Government Services, LLCITsimple, LCCalise Partners, LLC dba Imaginuity190 191 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 CIVICPLUS, LLC, FOR WEBSITE DESIGN, HOSTING, AND MAINTENANCE FOR THE WWW.CITYOFDENTON.COM WEBSITE FOR THE PUBLIC AFFAIRS AND CUSTOMER SERVICE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7456 – AWARDED TO CIVICPLUS, 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 $150,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the City of Denton Website; 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 7456 CivicPlus, LLC $150,000.00 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 for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish 192 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 which shall be attached hereto; 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 193 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 194 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B Yes 7456RFP Erica Garcia City of Denton Website 195 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 20 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7456 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Civic Plus, LLC, with its corporate office at 302 S. 4th Street., Ste. 500, Manhattan, KS 66502, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, City of Denton Website design, hosting and content management software as a service, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner. A. The CONSULTANT shall perform all those services as necessary and as described in the CONSULTANT’S Proposal, which is attached hereto as Exhibit A. DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 196 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 20 B. The CONSULTANT shall perform all those services set forth in CONSULTANT’s MSA and Scope of Work (“SOW”) attached hereto and made a part hereof as Exhibit B as if written word for word herein. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Intentionally Omitted. ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for an initial term equal to three (3) years from the date of award by the City Council of the City of Denton, which shall be the effective date (“Initial Term”). The OWNER and the CONSULTANT shall have the option to renew this contract for an additional two (2) one-year periods (“Renewal Term”). ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, in accordance with Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, not to exceed $150,000. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 197 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 20 payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. C. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. D. Invoices shall be emailed to the authorized contact designated on the “Contact Sheet”. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice. Invoices must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and correcting any defects or deficiencies in the work of the CONSULTANT. ARTICLE VII OWNERSHIP OF DOCUMENTS Upon full and complete payment of amounts owed for Project Development under the applicable SOW, OWNER will own the website graphic designs, webpage or Services content, module content, importable/exportable data, and archived information (“Client Content”) created by CONSULTANT on behalf of OWNER pursuant to this Agreement. “Client Content” also includes any elements of text, graphics, images, photos, designs, artworks, logos, trademarks, services marks, and other materials or content which OWNER provides or inputs into any website, software or module in connection with any Services. Client Content excludes any content in the public domain; and any content owned or licensed by CONSULTANT, whether in connection with providing Services or otherwise. Upon completion of the Project Development, OWNER will assume full responsibility for Client Content maintenance and administration. OWNER, not CONSULTANT, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Content. OWNER hereby grants CONSULTANT a worldwide, non-exclusive right and license to reproduce, distribute and display the Client Content as necessary to provide the Services. OWNER represents and warrants that OWNER owns all Client Content or that OWNER has permission from the rightful DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 198 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 20 owner to use each of the elements of Client Content; and that OWNER has all rights necessary for CONSULTANT to use the Client Content in connection with providing the Services. At any time during the term of the applicable SOW, OWNER will have the ability to download the Client Content and export the Client data through the Services. OWNER may request CONSULTANT to perform the export of Client data and provide the Client data to OWNER in a commonly used format at any time, for a fee to be quoted at time of request and approved by Client. Upon termination of the applicable SOW for any reason, whether or not OWNER has retrieved or requested the Client data, CONSULTANT reserves the right to permanently and definitively delete the Client Content and Client data held in the Services thirty (30) days following termination of the applicable SOW. During the thirty (30) day period following the effective date of termination of the SOW, regardless of the reason for its termination, OWNER will not have access to the Services. Intellectual Property in the software or other original works created by or licensed to CONSULTANT, including all source code, documents, and materials used in the Services (“CivicPlus Property”) will remain the property of CONSULTANT. CivicPlus Property specifically excludes Client Content. OWNER shall not (i) license, sublicense, sell, resell, reproduce, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any way, except as specifically provided in the applicable SOW; (ii) adapt, alter, modify or make derivative works based upon any CivicPlus Property; (iii) create internet “links” to the CivicPlus Property software or “frame” or “mirror” any CivicPlus Property administrative access on any other server or wireless or internet-based device that may allow third party entities, other than OWNER, to use the Services; (iv) reverse engineer, decompile, disassemble or otherwise attempt to obtain the source code to all or any portion of the Services; or (v) access any CivicPlus Property in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions or graphics of any CivicPlus Property. The CivicPlus name, the CivicPlus logo, and the product and module names associated with any CivicPlus Property are trademarks of CONSULTANT, and no right or license is granted to use them outside of the licenses set forth in this Agreement. Provided OWNER complies with the terms and conditions herein, the relevant SOW, and license restrictions set forth in this Section, CONSULTANT hereby grants OWNER a limited, nontransferable, nonexclusive, license to access and use the CivicPlus Property associated with any valid and effective SOW, for the term of the respective SOW. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST THE OWNER, RESULTING FROM THE SOLE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 199 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 20 EMPLOYEES, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving sixty (60) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services rendered and performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Exhibit B. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 200 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 20 Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Civic Plus, LLC City of Denton Legal Department Purchasing Manager –File 7456 302 S. 4th St. Ste. 500 901B Texas Street Manhattan, KS 66502 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 201 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 20 The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER and such consent shall not be unreasonably withheld. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 202 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 20 A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – CONSULTANT’S Proposal Exhibit B – CONSULTANT’S Master Services Agreement and Statement of Work Exhibit C – CONSULTANT’S Insurance Requirements What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the CONSULTANT’S Master Services Agreement, the CONSULTANT’S Statement of Work, and the CONSULTANT’S Proposal in that order. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, a project manager shall be assigned at the beginning of implementation. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 203 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 20 CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel CONSULTANT acknowledges that in accordance with Chapter 2270 of the Texas Government Code, OWNER 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, CONSULTANT certifies that CONSULTANT’s signature provides written verification to the City that CONSULTANT: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts OWNER from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, CONSULTANT certifies that CONSULTANT’s signature provides written verification to OWNER that CONSULTANT, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 204 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 20 Government Code. The law states that the City may not enter into this contract unless the CONSULTANT submits a disclosure of interested parties (Form 1295) to the City at the time the CONSULTANT submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. CONSULTANT will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at: https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXVII PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of OWNER 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 CONSULTANT shall render the Contract voidable by the City. The CONSULTANT shall complete and submit the City’s Conflict of Interest Questionnaire. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CITY OF DENTON, TEXAS “OWNER” __________________________________ SARA HENSLEY, CITY MANAGER DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 205 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 20 ATTEST: CITY SECRETARY BY: _______________________________ CIVICPLUS, LLC A LIMITED LIABLITY COMPANY “CONSULTANT” __________________________________ BY: TITLE: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: ____________________________ DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B Amy Vikander Vice President of Client Services Director Customer Service and Public Affairs Ryan Adams 206 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 20 Exhibit A RFP 7456 – CONSULTANT’S Proposal On File at the City of Denton Purchasing Office DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 207 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 13 of 20 Exhibit B CONSULTANT’S MSA and SOW DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 208 1 of 7 Exhibit B CivicPlus Master Services Agreement This Master Services Agreement (this “Agreement”) governs all Statements of Work (“SOW”) entered into by and between CivicPlus, LLC (“CivicPlus”) and the City of Denton(“Client”). This Agreement governs the use and provision of any Services purchased by Client, as described in any signed SOW, and the effective date of this Agreement shall commence on________________, 2021 (the “Effective Date”). CivicPlus and Client referred to herein individually as “Party” and jointly as “Parties”. Recitals I. WHEREAS, CivicPlus is engaged in the business of developing and providing access to proprietary community engagement and government content management software solutions, platforms and associated services (the “Services”); and II. WHEREAS, Client wishes to engage CivicPlus for the procurement of the Services and/or receive a license subscription for the ongoing use of the Services, as set forth in the SOW; NOW, THEREFORE, Client and CivicPlus agree as follows: Agreement Term & Termination 1. This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long as any SOW is in effect between CivicPlus and Client, or Services are being provided by CivicPlus to Client, unless terminated in accordance with this §1 or as otherwise provided in this Agreement (the “Term”). Either Party may terminate this Agreement or any SOW as set forth in such SOW, effective immediately upon written notice to the other Party, if the other Party materially breaches any provision of this Agreement and does not substantially cure the breach within thirty (30) days after receiving notice of such breach. A delinquent Client account remaining past due for longer than 90 days is a material breach by Client and is grounds for CivicPlus termination. 2. Upon termination of this Agreement or any SOW for any reason, the licenses granted for such relevant SOW by §11 below will terminate and Client shall cease all use of the CivicPlus Property and Services associated with the terminated SOW and (b) any amounts owed under outstanding invoices for services rendered , shall be due in full and payable within thirty (30) days in accordance with the Texas Prompt Payment Act. Sections 7, 8, 10, 14, 15, 18, 29 -31, 39, and 40 will survive any expiration or termination of this Agreement. 3. At any time during the Term, CivicPlus may, immediately upon notice to Client, suspend access to any Service due to a threat to the technical security or technical integrity of the Services. Invoicing & Payment Terms 4. Client will pay the amounts owed to CivicPlus for the Project Development, subscription and licensing, and annual hosting, support and maintenance services (“Annual Recurring Services”) in accordance with the payment schedule set forth on the DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 209 2 of 7 applicable SOW. Invoices shall be sent electronically to the individual/entity designated in the SOW’s contact sheet that is required to be filled out and submitted by Client (the “Contact Sheet”). Client shall provide accurate, current and complete information of Client’s legal business name, address, email address, and phone number in the Contact Sheet upon submission of a signed SOW. Client will maintain and promptly update the Contact Sheet information if it should change. Upon Client’s request, CivicPlus will mail hard-copy invoices for a $5.00 convenience fee. 5. The invoice for each SOW will be due within 30 days from the receipt of the invoice. Unless otherwise limited by law, a finance charge of 1.5 percent (%) per month or the maximum rate permitted by applicable law, whichever is less, will be added to past due accounts from due date until paid. Payments received will be applied first to finance charges, then to the oldest outstanding invoice(s). If the Client's account exceeds 60 days past due, support will be discontinued until the Client's account is made current. If the Client's account exceeds 90 days past due, Annual Recurring Services will be discontinued, and the Client will no longer have access to the Services until the Client's account is made current. Client will be given 15 days’ notice prior to discontinuation of Services for non-payment. 6. During the performance of services during Project Development, if the Client requests a change in the timeline agreed upon at the beginning of the Project Development or a change that requires repeated efforts to previously approved work product and such change causes CivicPlus to incur additional expenses (i.e. airline change fees, resource hours, consultant fees), Client agrees to reimburse CivicPlus for such fees, not to exceed $1,000 per CivicPlus employee. CivicPlus shall notify Client prior to incurring such expenses and shall only incur those expenses which are approved by Client. Ownership & Content Responsibility 7. Upon full and complete payment of amounts owed for Project Development under the applicable SOW, Client will own the website graphic designs, webpage or Services content, module content, importable/exportable data, and archived information (“Client Content”) created by CivicPlus on behalf of Client pursuant to this Agreement. “Client Content” also includes any elements of text, graphics, images, photos, designs, artworks, logos, trademarks, services marks, and other materials or content which Client provides or inputs into any website, software or module in connection with any Services. Client Content excludes any content in the public domain; and any content owned or licensed by CivicPlus, whether in connection with providing Services or otherwise. 8. Upon completion of the Project Development, Client will assume full responsibility for Client Content maintenance and administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Content. Client hereby grants CivicPlus a worldwide, non-exclusive right and license to reproduce, distribute and display the Client Content as necessary to provide the Services. Client represents and warrants that Client owns all Client Content or that Client has permission from the rightful owner to use each of the elements of Client Content; and that Client has all rights necessary for CivicPlus to use the Client Content in connection with providing the Services. 9. At any time during the term of the applicable SOW, Client will have the ability to download the Client Content and export the Client data through the Services. Client may request CivicPlus to perform the export of Client data and provide the Client data to Client in a commonly used format at any time, for a fee to be quoted at time of request and approved by Client. Upon termination of the applicable SOW for any reason, whether or not Client has retrieved or requested the Client data, CivicPlus reserves the right to permanently and definitively delete the Client Content and Client data held in the Services thirty (30) days following termination of the applicable SOW. During the thirty (30) day period following the effective date of termination of the SOW, regardless of the reason for its termination, Client will not have access to the Services. 10. Intellectual Property in the software or other original works created by or licensed to CivicPlus, including all source code, documents, and materials used in the Services (“CivicPlus Property”) will remain the property of CivicPlus. CivicPlus Property specifically excludes Client Content. Client shall not (i) license, sublicense, sell, resell, reproduce, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any way, except as specifically DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 210 3 of 7 provided in the applicable SOW; (ii) adapt, alter, modify or make derivative works based upon any CivicPlus Property; (iii) create internet “links” to the CivicPlus Property software or “frame” or “mirror” any CivicPlus Property administrative access on any other server or wireless or internet-based device that may allow third party entities, other than Client, to use the Services; (iv) reverse engineer, decompile, disassemble or otherwise attempt to obtain the source code to all or any portion of the Services; or (v) access any CivicPlus Property in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions or graphics of any CivicPlus Property. The CivicPlus name, the CivicPlus logo, and the product and module names associated with any CivicPlus Property are trademarks of CivicPlus, and no right or license is granted to use them outside of the licenses set forth in this Agreement. 11. Provided Client complies with the terms and conditions herein, the relevant SOW, and license restrictions set forth in §10, CivicPlus hereby grants Client a limited, nontransferable, nonexclusive, license to access and use the CivicPlus Property associated with any valid and effective SOW, for the term of the respective SOW. 12. All CivicPlus helpful information and user’s guides for the Services (“Documentation”) are maintained and updated electronically by CivicPlus and can be accessed through the CivicPlus “Help Center”. CivicPlus does not provide paper copies of its Documentation. Client and its Users are granted a limited license to access Documentation as needed. Client shall not copy, download, distribute, or make derivatives of the Documentation. 13. Client acknowledges that CivicPlus may continually develop, alter, deliver, and provide to the Client ongoing innovation to the Services, in the form of new features, functionality, and efficiencies. Accordingly, CivicPlus reserves the right to modify the Services from time to time. Any modifications or improvements to the Services listed on the SOW will be provided to the Client at no additional charge. In the event that CivicPlus creates new products or enhancements to the Services (“New Services”), and Client desires these New Services, then Client will have to pay CivicPlus the appropriate fee for the access to and use of the New Services. 14. CivicPlus in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Client to CivicPlus in connection with its access to and use of the Services (all reports, comments and suggestions provided by Client hereunder constitute, collectively, the “Feedback”). Client hereby grants to CivicPlus a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback in the CivicPlus products and services. Indemnification 15. CIVICPLUS SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE SOLE NEGLIGENT ACTS OR OMISSIONS OF CIVICPLUS OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. Responsibilities of the Parties 16. To the extent not caused by CivicPlus, CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier, licensor or other third-party service provider whose facilities or services are used in furnishing any portion of the Service received by the Client. DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 211 4 of 7 17. To the extent not caused by CivicPlus, CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Client or any entity employed/contracted on the Client’s behalf. During Project Development, Client will be responsive and cooperative with CivicPlus to ensure the Project Development is completed in a timely manner. 18. Client agrees that it is solely responsible for any solicitation, collection, storage, or other use of end-user’s personal data on any Service provided by CivicPlus. Client further agrees that CivicPlus has no responsibility for the use or storage of end-users’ personal data in connection with the Services or the consequences of the solicitation, collection, storage, or other use by Client or by any third party of personal data. 19. Client is responsible for all activity that occurs under Client's accounts by or on behalf of Client. Client agrees to (a) be solely responsible for all designated and authorized individuals chosen by Client (“User”) activity, which must be in accordance with this Agreement, the PSA, and the relevant SOW; to the extent that same does not conflict with this Agreement; (b) be solely responsible for Client data; (c) obtain and maintain during the term all necessary consents, agreements and approvals from end- users, individuals or any other third parties for all actual or intended uses of information, data or other content Client will use in connection with the Services; (d) use commercially reasonable efforts to prevent unauthorized access to, or use of, any User’s log-in information and the Services, and notify CivicPlus promptly of any known unauthorized access or use of the foregoing; and (e) use the Services only in accordance with applicable laws and regulations. 20. The Parties shall comply with all applicable local, state, and federal laws, treaties, regulations, and conventions in connection with its use and provision of any of the Services or CivicPlus Property. Data Security 21. CivicPlus shall, at all times, comply with the terms and conditions of its Privacy Policy. CivicPlus will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Client data. Except (a) in order to provide the Services; (b) to prevent or address service or technical problems in connection with support matters; (c) as expressly permitted in writing by Client; or (d) in compliance with our Privacy Policy, CivicPlus will not modify Client data or disclose Client data, unless specifically directed by Client or compelled by law. Notwithstanding the foregoing, CivicPlus reserves the right to delete known malicious accounts without Client authorization. 22. Client acknowledges and agrees that CivicPlus utilizes third-party service providers to host and provide the Services and store Client data and the protection of such data will be in accordance with such third party’s safeguards for the protection and the security and confidentiality of Client’s data. 23. CivicPlus may offer Client the ability to use third-party applications in combination with the Services. Any such third-party application will be subject to acceptance by Client. In connection with any such third-party application agreed to by Client, Client acknowledges and agrees that CivicPlus may allow the third-party providers access to Client data as required for the interoperation of such third-party application with the Services. The use of a third-party application with the Services may also require Client to agree to a separate agreement or terms and conditions with the provider of the third-party application, which will govern Client's use of such third-party application. CivicPlus Support 24. CivicPlus will use commercially reasonable efforts to perform the Services in a manner consistent with applicable industry standards, including maintaining Services availability 24 hours a day, 7 days a week. Client will have 24/7 access to the online CivicPlus Help Center (civicplus.help) to review use articles, software best practices, receive maintenance release notes, as well as submit and monitor omni-channel support tickets and access solution specific support contact methods (https://www.civicplus.help/hc/en-us/requests/new). DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 212 5 of 7 25. CivicPlus provides live support engineers based in the domestic United States to respond to basic questions concerning use and configuration, to diagnose code-related errors, and proactively identify potential systems issues. CivicPlus support engineers serve a preliminary function in the agile development process and escalate defects to software developers or architects for remediation. For security purposes, CivicPlus support engineers are not permitted to modify user accounts, and permissions nor distribute access outside of accounts established by means of a support interaction for testing. Client delegated Users may receive tutorials and guidance on account modifications but will perform the action themselves. 26. CivicPlus live support engineers are available to respond to User requests between 7:00 am to 7:00 pm CST Monday through Friday, excluding holidays and temporary closures for staff development, of which Client will be provided prior notice. Client is responsible for providing CivicPlus with all User contact updates. After-hours support is available by toll-free phone call only. Non-emergency support requested outside of support hours will be subject to additional fees, such fees will be quoted to Client at the time of the request and will be subject to Client acceptance and invoiced the next business day following the non-emergency support. CivicPlus shall have the sole discretion to determine whether support requests qualify as an emergency, exceed reasonable use or are outside the scope of services outlined in any SOW. 27. If a reported problem cannot be solved during the first support interaction, Client will be provided a ticket number that will be used as communication method throughout ticket escalation until a solution is provided. Support service does not include support for errors caused by third party products or applications for which CivicPlus is not responsible. Marketing 28. Client hereby authorizes CivicPlus to use Client's name and logo on CivicPlus's website and in sales and marketing presentations as long as such use does not represent an endorsement of CivicPlus. Such authorization may be withdrawn by Client at any time for any reason or no reason at all upon written notice to CivicPlus. Client may publicly refer to itself as a customer of the CivicPlus Services, including on Client's website and in sales presentations. Notwithstanding the foregoing, each Party hereby grants the other a limited, worldwide, license to use the other’s logo in conformance with such Party’s trademark usage guidelines and solely for the purpose set forth in this §28. In no event will either party issue a press release publicly announcing this relationship without the approval of the other party, such approval not to be unreasonably withheld. Limitation of Liability 29. CivicPlus’ liability arising out of or related to this Agreement, or any associated SOW, will not exceed $250,000.00. 30. In no event will CivicPlus be liable to Client for any consequential, indirect, special, incidental, or punitive damages arising with respect to third party claims only out of or related to this Agreement. 31. The liabilities limited by Section 29 and 30 apply to third party claims only: (a) to liability for negligence; (b) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (c) even if Client is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (d) even if Client’s remedies fail of their essential purposes. If applicable law limits the application of the provisions of this Limitation of Liability section, CivicPlus’ liability will be limited to the maximum extent permissible. Warranties and Disclaimer 32. Each person signing the SOW, or otherwise agreeing to the terms of this Agreement, represents and warrants that he or she is duly authorized and has legal capacity to execute and bind the respective Party to the terms and conditions of the SOW and this Agreement. Each Party represents and warrants to the other that the execution and delivery of the SOW and the performance of such Party’s obligations thereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 213 6 of 7 33. CivicPlus warrants that the Services will perform substantially in accordance with documentation and marketing proposals, and free of any material defect. CivicPlus warrants to the Client that, upon notice given to CivicPlus of any defect in design or fault or improper workmanship, CivicPlus will remedy any such defect. CivicPlus makes no warranty regarding, and will have no responsibility for, any claim arising out of: (i) a modification of the Services made by anyone other than CivicPlus, even in a situation where CivicPlus approves of such modification in writing; or (ii) use of the Services in combination with a third party service, web hosting service, or server not authorized by CivicPlus. 34. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, CIVICPLUS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A PRIOR COURSE OF DEALING. 35. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY CIVICPLUS TO CLIENT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. Force Majeure 36. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, pandemic, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of public enemy, or other cause of similar or dissimilar nature beyond its control. The City of Denton, any Customer, and CivicPlus 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 CivicPlus will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and CivicPlus continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. CivicPlus 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. Taxes 37.The amounts owed for the Services exclude, and Client will be responsible for, all sales, use, excise, withholding and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity in connection with the Services (excluding taxes based solely on CivicPlus’s income). If the Client is tax-exempt, the Client must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and the fees owed by Client under this Agreement will not be taxed. If such exemption certificate is challenged or held invalid by a taxing authority then Client agrees to pay for all resulting fines, penalties and expenses. Other Documents 38. This Agreement, including all exhibits, amendments, and addenda hereto and all SOWs and the Professional Services Agreement, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement or any SOW will be effective unless in writing and signed by each Party. DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 214 7 of 7 Interlocal Purchasing Consent/ Cooperative Purchasing 39. With the prior approval of CivicPlus, which may be withheld for any or no reason within CivicPlus’s sole discretion, this Agreement and any SOW may be extended to any public entity in Client’s home-state to purchase at the SOW prices and specifications in accordance with the terms stated herein. 40. To the extent permitted by law, the terms of this Agreement and set forth in one or more SOW(s) may be extended for use by other local government entities upon execution of a separate agreement, SOW, or other duly signed writing by and between CivicPlus and the such entity, setting forth all of the terms and conditions for such use, including applicable fees and billing terms. Miscellaneous Provisions 41. The invalidity, in whole or in part, of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 42. The Parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend this Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting Party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” 43. The Parties will use reasonable efforts to resolve any dispute between them in good faith prior to initiating legal action. 44. This Agreement and any SOW, to the extent signed and delivered by means of a facsimile machine or electronic mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. The Parties agree that an electronic signature is the legal equivalent of its manual signature on this Agreement and any SOW. The Parties agree that no certification authority or other third party verification is necessary to validate its electronic signature and that the lack of such certification of third party verification will not in any way affect the enforceability of the Parties’ electronic signature or any resulting agreement between CivicPlus and Client. 45. Intentionally Deleted. Acceptance By signing below, the parties are agreeing to be bound by the Professional Services Agreement, the covenants and obligations specified in this MSA and the SOW terms and conditions attached hereto. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the dates below. Client CivicPlus By: ___________________________________ By: ___________________________________ Name: ___________________________________ Name: ___________________________________ Title: ___________________________________ Title: ___________________________________ Date: ___________________________________ Date: ___________________________________ DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B Vice President of Client Services Amy Vikander 215 V. PD 06.01.2015-0048 Page 1 of 4 CivicPlus 302 South 4th St. Suite 500 Manhattan, KS 66502 Exhibit B Quote #: Q-11779-1 Date: 9/15/2020 2:18 PM Expires On: 02/28/2021 Product: CivicEngage Client: Denton TX - CivicEngage Bill To: Denton TX - CivicEngage SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD Milan Ivancevic x ivancevic@civicplus.com Net 30 CivicEngage - Statement of Work QTY PRODUCT NAME DESCRIPTION PRODUCT TYPE 1.00 CivicEngage 5 Annual CivicEngage 5 Annual Renewable 1.00 Hosting & Security Annual Fee Hosting & Security Annual Fee Renewable 12.00 CivicEngage System Training (4h, virtual) System Training - Virtual, Half Day Block One-time 1.00 4yr Redesign Ultimate Annual 4yr Redesign Ultimate Annual Renewable 1.00 SSL Management – CP Provided Only SSL Management – CP Provided Only 1 per domain (Annually Renews) Renewable 500.00 Content Development - 1 Page Content Development - 1 Page One-time 1.00 Ultimate Implementation Ultimate Implementation One-time 4.00 CivicEngage Virtual Content Consulting CivicEngage Virtual Content Consulting 1/2 day block One-time 1.00 CivicEngage Custom IdP Integration Package Custom IdP Integration Package Custom IdP Integration Annual Fee Custom IdP Integration Implementation Fee Renewable 1.00 CivicEngage Custom IdP Integration Annual Fee Custom IdP Integration Annual Fee Renewable 1.00 CivicEngage Custom IdP Integration Implementation Fee Custom IdP Integration Implementation Fee One-time 1.00 Alignment Virtual Consulting Up to 2 days virtual consult. Recommended group 8 or less. One-time 1.00 Persona & Use Case Development Includes constituent persona development and website use case analysis. One-time DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 216 V. PD 06.01.2015-0048 Page 2 of 4 6.00 CivicEngage Virtual Content Consulting CivicEngage Virtual Content Consulting 1/2 day block One-time Total Investment - Year 1 USD 75,950.00 Annual Recurring Services - Year 2 USD 11,130.00 Total Days of Quote:365 1. This Statement of Work ("SOW") shall be subject to the terms and conditions of the Client’s Professional Services Agreement and the CivicPlus Master Services Agreement attached hereto as Exhibit B (“MSA”). to which this SOW is hereby attached as the CivicEngage Statement of Work. By signing this SOW, Client expressly agrees to the terms and conditions of the MSA throughout the Term of this SOW. 2. This SOW shall remain in effect for an initial term equal to three (3) years from the date of award by the City Council of the City of Denton, which shall be the effective date (“Initial Term”). The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods (“Renewal Term”). 3. The Contract shall commence upon the effective date, and shall automatically renew each year. The request to not renew the contract must be submitted in writing to the other 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. 4. The Total Investment - Year 1 will be invoiced as follows: a. Upon signing this SOW, thirty percent (30%) of the Total Investment Year 1 Fees; b. The earlier of 6 months from signing or upon completion of CivicEngage Implementation (completion of training), the remaining seventy percent (70%) of the Total Investment Year 1. 5. Annual Recurring Services shall be invoiced on the start date of each Renewal Term. Annual Recurring Services, including but not limited to hosting, support and maintenance services, shall be subject to a 5% annual increase beginning in year 3 of service. Client will pay all invoices within 30 days of the date of such invoice. 6. Client agrees that CivicPlus shall not migrate, convert, or port content or information that could reasonably be construed as time sensitive, such as calendar or blog content, during the Project Development. 7. If a Recurring Redesign line item is included with the Client's quote in this SOW, starting after 48 months of continuous service under this SOW, Client shall be entitled to receive a redesign at no additional cost. Client may initiate such redesign any time after 48 months of continuous service. Upon the initiation of an eligible redesign project, Client may begin accumulating eligibility towards a subsequent redesign after another 48 months of continuous service. Redesigns that include additional features not available on the original website may be subject to additional charges. Additional features include, but are not limited to, additional modules and integration of third-party software. Recurring Redesigns are eligible for the website, subsite, and department headers included in this SOW only. Any subsequently purchased website, subsite, and department header shall not be included in a redesign hereunder. 8. Client allows CivicPlus to display a “Government Websites by CivicPlus” insignia, and web link at the bottom of their web pages. Client understands that the pricing and any related discount structure provided under this SOW assumes such perpetual permission. Signature Page to Follow. DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 217 V. PD 06.01.2015-0048 Page 3 of 4 Acceptance By signing below, the parties are agreeing to be bound by the Professional Services Agreement, the covenants and obligations specified in this SOW and the MSA terms and conditions attached hereto. IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of the dates below. Client CivicPlus By: ___________________________________ By: ___________________________________ Name: ___________________________________ Name: ___________________________________ Title: ___________________________________ Title: ___________________________________ Date: ___________________________________ Date: ___________________________________ DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B Amy Vikander Vice President of Client Services 218 V. PD 06.01.2015-0048 Page 4 of 4 Contact Information *all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet. Organization URL ________________________________________________________________________________________________________________________ Street Address ________________________________________________________________________________________________________________________ Address 2 ________________________________________________________________________________________________________________________ City State Postal Code ________________________________________________________________________________________________________________________ CivicPlus provides telephone support for all trained clients from 7am –7pm Central Time, Monday-Friday (excluding holidays). Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for ensuring CivicPlus has current updates. ________________________________________________________________________________________________________________________ Emergency Contact & Mobile Phone ________________________________________________________________________________________________________________________ Emergency Contact & Mobile Phone ________________________________________________________________________________________________________________________ Emergency Contact & Mobile Phone ________________________________________________________________________________________________________________________ Billing Contact E-Mail ________________________________________________________________________________________________________________________ Phone Ext. Fax ________________________________________________________________________________________________________________________ Billing Address ________________________________________________________________________________________________________________________ Address 2 ________________________________________________________________________________________________________________________ City State Postal Code ________________________________________________________________________________________________________________________ Tax ID # Sales Tax Exempt # ________________________________________________________________________________________________________________________ Billing Terms Account Rep ________________________________________________________________________________________________________________________ Info Required on Invoice (PO or Job #) ________________________________________________________________________________________________________________________ Are you utilizing any external funding for your project (ex. FEMA, CARES): Y [ ] or N [ ] Please list all external sources: _______________________________________________________________________________________________ Contract Contact Email ________________________________________________________________________________________________________________________ Phone Ext. Fax ________________________________________________________________________________________________________________________ Project Contact Email ________________________________________________________________________________________________________________________ Phone Ext. Fax ________________________________________________________________________________________________________________________ City of Denton Denton Sarah Fullwood (972) 814-3253 Ryan Adams (214) 802-3045 Justin Harmon (940) 390-3235 AccountsPayable@cityofdenton.com Erica Garcia (940) 349-7131 Sarah Fullwood 215 E McKinney St. www.cityofdenton.com 4 Erica.Garcia@cityofdenton.com Sarah.Fullwood@cityofdenton.com Office: (940) 349-8110 Cell: (972) 814-3253 TX 76201 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 219 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 14 of 20 Exhibit C CITY OF DENTON INSURANCE REQUIREMENTS FOR CONSULTANTS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the CONSULTANT, the CONSULTANT shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, CONSULTANT shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. CONSULTANT may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, CONSULTANTs are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. CONSULTANT shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. • Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 220 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 15 of 20 • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. • That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. • Should any of the required insurance be provided under a claims-made form, CONSULTANT shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the CONSULTANT shall either double the occurrence limits or obtain Owners and CONSULTANTs 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 CONSULTANT. 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 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 221 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 16 of 20 used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: CONSULTANT shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned, hired and non-owned autos. [X] Workers’ Compensation Insurance CONSULTANT shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the CONSULTANT shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 222 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 17 of 20 [ ] Owner's and CONSULTANT's Protective Liability Insurance The CONSULTANT shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and CONSULTANT'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 CONSULTANT'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 CONSULTANT's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 223 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 18 of 20 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 CONSULTANT providing services on the project, for the duration of the project. C. The CONSULTANT must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 224 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 19 of 20 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 225 City of Denton, Texas Contract 7456 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 20 of 20 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: 0655E345-069E-4F24-961F-024CCDCF797B 226 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: 0655E345-069E-4F24-961F-024CCDCF797B Civic Plus, LLC not applicable 3/23/2021 X X X X 227 Certificate Of Completion Envelope Id: 0655E345069E4F24961F024CCDCF797B Status: Sent Subject: Please DocuSign: City Council Contract 7456 City of Denton Website Source Envelope: Document Pages: 33 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 3/19/2021 3:50:13 PM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 3/19/2021 3:54:35 PM Viewed: 3/19/2021 3:54:44 PM Signed: 3/19/2021 3:55:12 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 3/19/2021 3:55:14 PM Viewed: 3/21/2021 2:17:30 PM Signed: 3/21/2021 2:18:49 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 Sent: 3/21/2021 2:18:52 PM Viewed: 3/22/2021 5:16:14 PM Signed: 3/22/2021 5:18:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Amy Vikander contracts@civicplus.com Vice President of Client Services Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 172.4.161.45 Sent: 3/22/2021 5:18:40 PM Viewed: 3/23/2021 9:57:43 AM Signed: 3/23/2021 10:03:47 AM Electronic Record and Signature Disclosure: Accepted: 3/23/2021 9:57:43 AM ID: 57f61ee1-2405-4942-b88a-5af05fa23901 228 Signer Events Signature Timestamp Ryan Adams Ryan.Adams@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/23/2021 10:03:50 AM Viewed: 3/23/2021 10:37:06 AM Signed: 3/23/2021 10:37:32 AM Electronic Record and Signature Disclosure: Accepted: 3/23/2021 10:37:06 AM ID: 78a0fe2e-882b-4738-91ff-9befab3fb9a5 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 3/23/2021 10:37:35 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: 3/22/2021 2:11:05 PM ID: 8448a22f-fca2-4473-8ebb-bca28aed57a2 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: 3/19/2021 3:55:14 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: 3/23/2021 10:37:35 AM 229 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: 3/23/2021 10:37:35 AM Viewed: 3/23/2021 10:45:54 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 Sarah Fullwood sarah.fullwood@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 3/4/2021 12:20:47 PM ID: 039492bd-b1af-4a9e-8c65-55d513d09761 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/19/2021 3:54:36 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 230 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Amy Vikander, Ryan Adams, Rosa Rios, Sarah Fullwood 231 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-638,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 Universe Technical Translation,Inc.,through the Buy Board Cooperative Purchasing Network Contract #614-20,for the purchase of telephone interpreter services for Customer Service;providing for the expenditure of funds therefor;and providing an effective date (File 7524 -awarded to Universe Technical Translation,Inc.,for one (1)year,with the option for two (2) additional one (1) year renewals, in the total three (3) year not-to-exceed amount of $300,000.00). City of Denton Printed on 4/9/2021Page 1 of 1 powered by Legistar™234 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: April 13, 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 Universe Technical Translation, Inc., through the Buy Board Cooperative Purchasing Network Contract # 614-20, for the purchase of telephone interpreter services for Customer Service; providing for the expenditure of funds therefor; and providing an effective date (File 7524 – awarded to Universe Technical Translation, Inc., for one (1) year, with the option for two (2) additional one (1) year renewals, in the total three (3) year not-to-exceed amount of $300,000.00). INFORMATION/BACKGROUND The purpose of this agenda item is to request Council’s approval for language interpretation services which will be utilized city-wide. Universe Technical Translation is a full-service translation and interpretation provider for telephone, in-person, video remote, and written services. The primary user of the contract will be the Customer Service Department, which is dedicated to improving its quality of service to all residents of the community. The City of Denton has two universities and a culturally diverse population. Frequently, customers must attempt to find family or friends who may be able to assist with translation unless we have staff available who speak that language. The use of telephone interpreters is necessary to have access to all languages encountered, allow all customer service representatives the ability to have meaningful discourse with any customer, and meet the diverse needs of our many international residents. The Municipal Court is required by the Code of Criminal Procedure (Chapter 38) and Government Code (Chapters 57 and 157) to provide an interpreter for defendants or witnesses that are non-English speaking, hard of hearing, or deaf. The Court must also reasonably accommodate jurors who are hard of hearing or deaf. Universal Technical Translation, Inc. has confirmed the ability to provide interpreters that meet basic requirements as well as licensing and certification requirements outlined in the aforementioned statutes. Telephone, in-person, and remote services are offered, which will adequately cover the Court’s anticipated needs for the current virtual court hearing format and eventually in-person court hearings, once they are permitted. The Court currently has a clerk on staff that is a certified interpreter for Spanish translation needs. While other language translation services are seldomly needed, the availability of contracted services will ensure the Court can provide timely and fair justice. Additional departments have communicated an increased need for written and video remote services. Based on the historical spend and future projections the recommended contract NTE is $300,000 for a total three City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 235 (3) year contract. This contract offered the most competitive price and provides the expertise required by our business. Pricing obtained through the Buy Board Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 1, 2005, Council approved the interlocal agreement with the Buy Board Cooperative Purchasing Network (Ordinance 2005-034). RECOMMENDATION Award a contract with Universe Technical Translation, Inc., for the purchase of telephone interpreter services for Customer Service, for a term ending on May 31, 2023, in the not-to-exceed amount of $300,000. PRINCIPAL PLACE OF BUSINESS Universe Technical Translation, Inc. Katy, 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. This Buy Board contract expires on May 31, 2023. FISCAL INFORMATION These products and services will be funded through the using department’s budget on an as-needed basis. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. Department Estimated Annual Projections Library 4,000 Human Resources 4,000 Public Affairs 1,000 Internal Audit 1,000 Water/ Wastewater 1,500 Capital Projects 500 Development Services 500 Solid Waste 500 Finance 250 City Manager's Office 1,000 Tech Services 1,250 Facilities 1,500 Procurement/Compliance 1,000 Municipal Court 7,000 Customer Service 75,000 Total $ 100,000 236 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: Christa Foster: 940-349-7412. Legal point of contact: Marcella Lunn at 940-349-8333. 237 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 UNIVERSE TECHNICAL TRANSLATION, INC., THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK CONTRACT # 614-20, FOR THE PURCHASE OF TELEPHONE INTERPRETER SERVICES FOR CUSTOMER SERVICE; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7524 AWARDED TO UNIVERSE TECHNICAL TRANSLATION, INC., FOR ONE (1) YEAR, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR RENEWALS, IN THE TOTAL THREE (3) YEAR NOT- TO-EXCEED AMOUNT OF $300,000.00). WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. the office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 7524 Universe Technical Translation, Inc. $300,000.00 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities, and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. 238 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 Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or 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 of 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 239 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 240 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 7524 Erica Garcia COOP Not Applicable Universe Technical Translation 241 File 7524 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND UNIVERSE TECHNICAL TRANSLATION, INC. (File # 7524) THIS CONTRACT is made and entered into this date _______________________, by and between Universe Technical Translation, Inc. a Texas Corporation, whose address is 9225 Katy Fwy, Ste. 400, Houston, TX 77024, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the Supplier’s quote, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit “C”. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) Buyboard Cooperative Purchasing Contract #7524 with Universal Language Line (Exhibit “B” on file at the office of the Purchasing Agent); (c) Universe Technical Translation, Inc. quote (Exhibit “C”); (d) City of Denton Standard Terms and Conditions (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit “E”); (f) Insurance Requirements (Exhibit “F”); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 242 File 7524 under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER CITY OF DENTON, TEXAS BY: ______________________________ AUTHORIZED SIGNATURE BY: ________________________ Printed Name:_____________________ ATTEST: ROSA RIOS, CITY SECRETARY Title:____________________________ BY: ________________________ __________________________________ PHONE NUMBER APPROVED AS TO LEGAL FORM: _________________________________ AARON LEAL, CITY ATTORNEY EMAIL ADDRESS ___________________________________ BY: __________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B mark@universe.us mark@universe.us Mark Krasnov 713-827-8800 Vice President Director Customer Service and Public Affairs Ryan Adams 243 File 7524 Exhibit A Special Terms and Conditions 1. Contract Term The contract term is one (1) year, with two possible one-year renewals. 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. 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. 2. Total Contract Amount The contract total shall not exceed $300,000. Pricing shall be per Exhibit C attached. DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 244 We Speak Your Language. We Serve Your Industry. Multi-Lingual Resources For All International Projects Universe Technical Translation, Inc. Page 1 UNIVERSE TECHNICAL TRANSLATION TEXAS BUYBOARD CONTRACT NO. 614-20 PRICE SCHEDULE Item No. Service Description Service Designation UOM Price 1 In person interpretation Services SPANISH Hour $49.00 2 In person interpretation Services SPANISH - COURT CERTIFIED Hour $85.00 3 In person interpretation Services ALL LANGUAGES OTHER THAN SPANISH Hour $70.00 4 In person interpretation Services ALL LANGUAGES OTHER THAN SPANISH - COURT CERTIFIED Hour $95.00 5 In Person Interpretation Services SIMULTANEOUS INTERPRETATION - SPANISH Hour $75.00 6 In Person Interpretation Services SIMULTANEOUS INTERPRETATION - ALL LANGUAGES OTHER THAN SPANISH Hour $85.00 7 Written Translation Services SPANISH Word $0.14 8 Written Translation Services ALL LATIN SCRIPTED LANGUAGES OTHER THAN SPANISH Word $0.175 9 Written Translation Services ALL NON-LATIN SCRIPTED LANGUAGES Word $0.23 10 Written Translation Services DOCUMENT EDITING AND PROOFREADING OF PREVIOUSLY TRANSLATED MATERIALS - ALL LANGUAGES Hour $45.00 11 Written Translation Services DOCUMENT TRANSLATION MINIMUM PER PROJECT FEE - ALL LANGUAGES EA $83.50 12 Written Translation Services CERTIFICATION AND NOTARIZATION OF TRANSLATED MATERIALS - ALL LANGUAGES EA $25.00 13 Written Translation Services DESKTOP PUBLISHING/ FORMATTING - SPANISH Hour $38.00 14 Written Translation Services DESKTOP PUBLISHING/ FORMATTING - ALL OTHER LANGUAGES Hour $45.00 15 Telephone Interpretation Services - Spanish IF >85% SPANISH Min. $0.50 16 Telephone Interpretation Services - Spanish IF <85% SPANISH Min. $0.65 17 Telephone Interpretation Services - All Other Languages IF <15% ALL OTHER LANGUAGES Min. $0.71 18 Telephone Interpretation Services - All Other Languages IF >15% ALL OTHER LANGUAGES Min. $1.15 19 Video Remote Interpretation Services AMERICAN SIGN LANGUAGE Min. $2.98 20 In Person Sign Language Interpretation Services AMERICAN SIGN LANGUAGE Hour $65.00 Exhibit C DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 245 We Speak Your Language. We Serve Your Industry. Multi-Lingual Resources For All International Projects Universe Technical Translation, Inc. Page 2 Service Description Terms & Conditions Telephone Interpretation (SPANISH) Discounted Buy Board rate for Spanish applies only if Spanish is greater than 85% of the total language utilization of Telephone Interpretation Services for any particular month. No setup charges; No monthly minimums. Telephone Interpretation (ALL OTHER LANGUAGES) Discounted Buy Board rate for all languages other than Spanish applies only if “All Other Languages” are less than 15% of the total language utilization of Telephone Interpretation Services for any particular month. No setup charges; No monthly minimums. In Person Sign Language Interpretation Services Sign Language Interpretation Services - Provide qualified sign language interpreter services for deaf or hard of hearing individuals. Minimum 2 hours billable per assignment, which include 1 hour of service and 1 hour of travel time. Assignments exceeding 1 hour in length are charged at 15 minute increments. Cancelation within 24 hours is billed for scheduled services. Assignments scheduled within 24 hours of start date and time are subject to a 30% RUSH fee added to the standard rate. Scheduled and confirmed assignments outside of normal business hours (Mon-Fri, 8:00 am to 5:00 pm) are subject to a 30% fee added to the standard rate. In Person Interpretation Services (SPANISH and ALL OTHER LANGUAGES Minimum 2 hours billable per assignment. Assignments exceeding 2 hour in length are charged at 15 minute increments. Mileage billed at standard IRS rates. Cancelation within 24 hours is billed at the 2 hour minimum. Assignments scheduled within 24 hours of start date and time are subject to a 30% RUSH fee added to the standard rate. Scheduled and confirmed assignments outside of normal business hours (Mon-Fri, 8:00 am to 5:00 pm) are subject to a 30% fee added to the standard rate. Document Translation Minimum Fee The minimum per project translation fee is charged when the combined word count multiplied by the price per word is less than the minimum fee. Exhibit C DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 246 Exhibit D City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be 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. DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 247 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 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 DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 248 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 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, DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 249 which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: 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 DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 250 to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. 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. DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 251 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall 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. DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 252 B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, 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. DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 253 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 reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 254 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 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 DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 255 period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that 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, DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 256 license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the 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 DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 257 nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the 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. 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: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 258 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the 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 DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 259 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) 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 DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 260 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, 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 DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 261 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 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 DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 262 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. City’s standard terms and conditions 3. Purchase order 4. Supplier terms and conditions DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 263 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: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 264 Exhibit F 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.  Should any of the required insurance be provided under a claims made form, Contractor shall DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 265 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. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 266 (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. [ ] 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 DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 267 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: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 268 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 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. DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 269 F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 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 DocuSign Envelope ID: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 270 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: 49D82479-3937-47D8-A1FB-E7B5BFCD634B 271 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: 49D82479-3937-47D8-A1FB-E7B5BFCD634B G Universe Technical Translation, Inc. X 3/25/2021 272 Certificate Of Completion Envelope Id: 49D82479393747D8A1FBE7B5BFCD634B Status: Sent Subject: Please DocuSign: City Council Contract 7524 Universal Tech Translation Services Source Envelope: Document Pages: 32 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 3/23/2021 12:47:12 PM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 3/23/2021 1:03:18 PM Viewed: 3/23/2021 1:06:17 PM Signed: 3/23/2021 1:08:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 3/23/2021 1:08:42 PM Viewed: 3/25/2021 8:25:03 AM Signed: 3/25/2021 8:26:14 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: 3/25/2021 8:26:17 AM Viewed: 3/25/2021 3:02:23 PM Signed: 3/25/2021 3:06:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mark Krasnov mark@universe.us Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 66.196.235.39 Sent: 3/25/2021 3:06:41 PM Viewed: 3/25/2021 3:07:16 PM Signed: 3/25/2021 3:08:04 PM Electronic Record and Signature Disclosure: Accepted: 3/25/2021 3:07:16 PM ID: 65b6eb74-aeb2-41be-ae6d-1d2f8b0ce495 273 Signer Events Signature Timestamp Ryan Adams Ryan.Adams@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/25/2021 3:08:07 PM Viewed: 3/25/2021 8:50:41 PM Signed: 3/26/2021 8:04:20 AM Electronic Record and Signature Disclosure: Accepted: 3/25/2021 8:50:41 PM ID: aa13c737-d8e6-4a74-bf08-7e157e692580 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 3/26/2021 8:04:25 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: 3/24/2021 12:25:43 PM ID: d4e66805-4a86-4c68-befb-75afc7addec6 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: 3/23/2021 1:08:43 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: 3/26/2021 8:04:26 AM 274 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: 3/26/2021 8:04:26 AM Viewed: 3/26/2021 8:14:18 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Christa Foster Christ.Foster@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 3/23/2021 1:03:18 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 275 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Mark Krasnov, Ryan Adams, Rosa Rios 276 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 278 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-599,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 DBT Transportation Services LLC,for Airport tower equipment upgrades;providing for the expenditure of funds therefor;and providing an effective date (RFP 7627 - awarded to DBT Transportation Services LLC, in the not-to-exceed amount of $188,205.00). City of Denton Printed on 4/9/2021Page 1 of 1 powered by Legistar™279 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: April 13, 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 DBT Transportation Services LLC, for Airport tower equipment upgrades; providing for the expenditure of funds therefor; and providing an effective date (RFP 7627 – awarded to DBT Transportation Services LLC, in the not-to-exceed amount of $188,205.00). INFORMATION/BACKGROUND The control tower located at the Denton Enterprise Airport was opened in 2004 and has since become one of the busiest control towers in the state of Texas. This contract is for the update of tower equipment that is now obsolete. This contract will include the installation of an entirely new voice recording system, new backup radios, necessary spares, console modifications, etc. The contract will also include all setup and commissioning with the Federal Aviation Administration (FAA). Requests for Proposals was sent to 33 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, references were checked, and proposals evaluated based upon published criteria including compliance with specifications, probable performance, schedule, and price. Based upon this evaluation, DBT Transportation Services LLC was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 905 - (Service Only) - Aircraft and Airport Operations Services Notifications sent for Solicitation sent in IonWave: 33 Number of Suppliers that viewed Solicitation in IonWave: 5 HUB-Historically Underutilized Business Invitations sent out: 3 SBE-Small Business Enterprise Invitations sent out: 17 Responses from Solicitation: 1 RECOMMENDATION Award a contract with DBT Transportation Services LLC, for Airport tower equipment upgrades, in a not- to-exceed amount of $188,205. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 280 PRINCIPAL PLACE OF BUSINESS DBT Transportation Services LLC Houston, TX ESTIMATED SCHEDULE OF PROJECT The contract shall commence upon the issuance of a Notice to Proceed or Purchase Order by the City of Denton and shall automatically expire upon completion of the work or receipt of the materials, and acceptance by the City of Denton. FISCAL INFORMATION These services will be funded from Airport Gas Well Funds and Operating Funds. 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: Chase Patterson, 940-349-7739. Legal point of contact: Marcella Lunn at 940-349-8333. 281 282 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 DBT TRANSPORTATION SERVICES LLC, FOR AIRPORT TOWER EQUIPMENT UPGRADES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7627 AWARDED TO DBT TRANSPORTATION SERVICES LLC, IN THE NOT-TO-EXCEED AMOUNT OF $188,205.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for Airport Tower Equipment; 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, e 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 7627 DBT Transportation Services LLC $188,205.00 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 for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items 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 which shall be attached hereto; provided that the written contract is in accordance 283 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 284 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 285 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 7627 Gabby Leeper Airport Tower Equipment RFP Not Applicable 286 Contract #7627 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND DBT TRANSPORTATION SERVICES LLC CONTRACT 7627 THIS CONTRACT is made and entered into this date ______________________, by and between DBT Transportation Services LLC a Texas corporation, whose address is 1500 CityWest Blvd Suite 550 Houston, TX 77042, 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# 7627 Airport Tower Equipment, 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 7627 (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 DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 287 Contract #7627 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. 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: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 720-626-3542 nthomsen@dbttranserv.com Nancy J Thomsen sales@dbttranserv.com COO Airport Director - Airport, Facilities, Real Estate Scott Gray 288 Contract #7627 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $188,205. Pricing shall be per Exhibit F attached. 2. Contract Terms The Contract shall commence upon the issuance of a Notice to Proceed or Purchase Order by the City of Denton and shall automatically expire upon completion of the work or receipt of the materials, and acceptance by the City of Denton. 3. 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: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 289 Contract #7627 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. DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 290 Contract #7627 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 the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 291 Contract #7627 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 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 DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 292 Contract #7627 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 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 293 Contract #7627 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 DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 294 Contract #7627 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 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 DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 295 Contract #7627 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 reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 296 Contract #7627 shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 297 Contract #7627 for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 298 Contract #7627 THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 299 Contract #7627 conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 300 Contract #7627 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 301 Contract #7627 B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 302 Contract #7627 a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 303 Contract #7627 supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 304 Contract #7627 in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 305 Contract #7627 discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 306 Contract #7627 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 DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 307 Contract #7627 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: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 308 Contract #7627 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: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 309 Contract #7627  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: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 310 Contract #7627 [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: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 311 Contract #7627 [ ] 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: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 312 Contract #7627 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: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 313 Contract #7627 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: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 314 Contract #7627 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: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 315 Contract #7627 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: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 316 7627 RFP Airport Tower Equipment Line # Description QTY UOM Unit Price Extended Cost 1 Voice Switch and Recorder 2 Harris Liberty Star III 1 EA $99,208.00 $99,208.00 3 Console Modifications 1 EA $6,000.00 $6,000.00 4 Spare Parts for VCCS 4.1 Position Electronics Module 1 EA $1,839.00 $1,839.00 4.2 Communications Processor Module 1 EA $4,693.00 $4,693.00 4.3 Dual Digital Audio Processor with Carrier 1 EA $6,050.00 $6,050.00 4.4 2 Wire Channel Bank 1 EA $10,280.00 $10,280.00 4.5 Position Computer 1 EA $4,015.00 $4,015.00 4.6 Jackboxes 2 EA $659.00 $1,318.00 4.7 Headsets 2 EA $350.00 $700.00 4.8 Handset 1 EA $183.00 $183.00 4.9 Microphone 1 EA $10.00 $10.00 4.10 Power Supply 1 EA $721.00 $721.00 5 Radios and ATIS 6 Jotron Transcievers 2 EA $10,006.00 $20,012.00 7 Jotron Transmitter (ATIS) 1 EA $7,362.00 $7,362.00 8 Antenna Kit 2 EA $2,094.00 $4,188.00 9 ATIS Recorder (Interalia)(AWI ATIS System) 1 EA $14,613.00 $14,613.00 10 ASOS ATIS Interface Switch 1 EA $2,513.00 $2,513.00 11 Clean up and Commission 1 EA $1,500.00 $1,500.00 12 Training 1 EA $1,500.00 $1,500.00 13 Schematics and submittals 8 HR $150.00 $1,200.00 14 Planning 1 HR $150.00 $150.00 15 FAA Interface 1 HR $150.00 $150.00 $188,205.00 DocuSign Envelope ID: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 Exhibit F- Contractors Proposal 317 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: 296489D0-F6CE-4C1B-BC8C-1F59D1A24AE0 G- CIQ Form DBT Transportation Services LLC X 3/17/2021 318 Certificate Of Completion Envelope Id: 296489D0F6CE4C1BBC8C1F59D1A24AE0 Status: Sent Subject: Please DocuSign: City Council Contract 7627 Airport Towers Source Envelope: Document Pages: 33 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: 198.49.140.104 Record Tracking Status: Original 3/15/2021 10:20:15 AM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 3/15/2021 10:21:14 AM Viewed: 3/15/2021 10:21:22 AM Signed: 3/15/2021 10:24:44 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 3/15/2021 10:24:46 AM Viewed: 3/15/2021 1:05:37 PM Signed: 3/15/2021 1:07:01 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: 3/15/2021 1:07:03 PM Viewed: 3/15/2021 5:01:25 PM Signed: 3/15/2021 5:07:00 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Nancy J Thomsen sales@dbttranserv.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 76.25.7.218 Sent: 3/15/2021 5:07:02 PM Viewed: 3/15/2021 6:28:05 PM Signed: 3/17/2021 10:07:06 AM Electronic Record and Signature Disclosure: Accepted: 3/15/2021 6:28:05 PM ID: dfc6618c-1bbb-46a0-864e-4f524402870c 319 Signer Events Signature Timestamp Scott Gray scott.gray@cityofdenton.com Director - Airport, Facilities, Real Estate x Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/17/2021 10:07:10 AM Viewed: 3/17/2021 12:51:58 PM Signed: 3/17/2021 12:52:31 PM Electronic Record and Signature Disclosure: Accepted: 3/17/2021 12:51:58 PM ID: 573f92db-95e2-4b72-983c-477f550fb973 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 3/17/2021 12:52:34 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley Sara.Hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 3/17/2021 12:06:33 PM ID: 5dbd5e01-bf49-4307-8360-71173c56d543 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: 3/15/2021 10:24:46 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: 3/17/2021 12:52:34 PM 320 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: 3/17/2021 12:52:34 PM Viewed: 3/17/2021 12:58:15 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Cathy Welborn Cathy.Welborn@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Chase Patterson chase.patterson@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 3/15/2021 10:21:14 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 321 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Nancy J Thomsen, Scott Gray, Rosa Rios 322 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-724,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton opposing the application for an air quality standard permit, Registration 163864, which would authorize the construction of concrete batch plant by Platas Concrete, Inc. approximately 0.37 miles west of the intersection of Farm-to-Market 428 and Wildcat Road, Aubrey, Denton County, Texas, directing said opposition be delivered to the Texas Commission on Environmental Quality (TCEQ), and requesting denial of the application; and providing an effective date. City of Denton Printed on 4/9/2021Page 1 of 1 powered by Legistar™325 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Environmental Services CM/ DCM/ ACM: Antonio Puente – Executive Manager of Utilities DATE: April 13, 2021 SUBJECT Consider approval of a resolution of the City of Denton opposing the application for an air quality standard permit, registration 163864, which would authorize the construction of a concrete batch plant by Platas Concrete, Inc approximately 0.37 miles west of the intersection of Farm-to-Market 428 and Wildcat Road, Aubrey, in Denton County, Texas, directing said opposition be delivered to the Texas Commission on Environmental Quality (TCEQ), and requesting denial of the application; and providing an effective date BACKGROUND On April 6th a notification from the Texas Commission on Environmental Quality (TCEQ) was shared with city staff from members of the public about a public meeting regarding an air quality standard permit for a permanent concrete batch plant proposed in the City of Aubrey ETJ. The proposed Platas Concrete batch plant would locate east of the Greenbelt and immediately adjacent to the existing Nelson Brothers Redi-Mix concrete batch plant. The Platas site is in the 100-yr floodplain. In 2002 the City of Denton filed opposition to the air permit for the Redi-Mix plant; however, it was not successful in preventing the issuance of the permit. Following the past position taken by the city, on April 7th staff filed a letter in opposition to the Platas Concrete air quality standard permit during the TCEQ public meeting. To formalize the city’s position about the air permit request staff has prepared a resolution stating its opposition. Opposition to the Platas Concrete permit has also been filed by State Representatives Lynn Stucky and Jared Patterson, and the City of Aubrey. RECOMMENDATION Approve resolution stating opposition to the Platas Concrete air quality standard permit, registration 163864. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On April 7, 2021 the Texas Commission on Environmental Quality held a public meeting for the air quality standard permit registration 163864. FISCAL INFORMATION Not Applicable. BID INFORMATION Not Applicable. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 326 EXHIBITS 1. Agenda Information Sheet 2. Location Map 3. TCEQ Public Meeting Notice 4. Platas Concrete Permit Request 5. Resolution 6. Presentation Respectfully submitted: Deborah Viera Assist. Director Environmental Services 327 Wildcat Rd.GreenbeltSHERMAN Platas Concrete, Inc. 0 525 1,050262.5 Feet 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. Platas Concrete Inc. Nelson Bros. Ready Mix COD ETJ NAA 8/1/20 µ Date: 4/9/2021 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 328 TEXAS COMMISSION ON ENVIRONMENTAL QUALITY NOTICE OF APPLICATION AND PUBLIC HEARING FOR AN AIR QUALITY STANDARD PERMIT FOR A CONCRETE BATCH PLANT WITH ENHANCED CONTROLS PROPOSED AIR QUALITY REGISTRATION NUMBER 163864 APPLICATION. Platas Concrete Inc, 411 E Jones St, Lewisville, TX 75057-2613 has applied to the Texas Commission on Environmental Quality (TCEQ) for an Air Quality Standard Permit for a Concrete Batch Plant with Enhanced Controls Registration Number 163864 to authorize the operation of a concrete batch plant. The facility is proposed to be located at the following location: from the Intersection of Farm- to-Market 428 and Wildcat Road go west on Farm-to-Market 428 for approximately 0.37 miles. The site entrance will be on the left. The facility will be located in Aubrey, Denton County, Texas 76227. This link to an electronic map of the site or facility's general location is provided as a public courtesy and not part of the application or notice. For exact location, refer to application. http://www.tceq.texas.gov/assets/public/hb610/index.html?lat=33.304628&lng=- 97.034787&zoom=13&type=r. This application was submitted to the TCEQ on January 20, 2021. The primary function of this plant is to manufacture concrete by mixing materials including (but not limited to) sand, aggregate, cement and water. The executive director has determined the application was technically complete on February 4, 2021. PUBLIC COMMENT / PUBLIC HEARING. Public written comments about this application may be submitted at any time during the public comment period. The public comment period begins on the first date notice is published and extends to the close of the public hearing. Public comments may be submitted either in writing to the Texas Commission on Environmental Quality, Office of the Chief Clerk, MC-105, P.O. Box 13087, Austin, TX 78711-3087, or electronically at www14.tceq.texas.gov/epic/eComment/. Please be aware that any contact information you provide, including your name, phone number, email address and physical address will become part of the agency’s public record. A public hearing has been scheduled, that will consist of two parts, an informal discussion period and a formal comment period. During the informal discussion period, the public is encouraged to ask questions of the applicant and TCEQ staff concerning the application, but comments made during the informal period will not be considered by the executive director before reaching a decision on the permit, and no formal response will be made to the informal comments. During the formal comment period, members of the public may state their comments into the official record. Written comments about this application may also be submitted at any time during the hearing. The purpose of a public hearing is to provide the opportunity to submit written comments or an oral statement about the application. The public hearing is not an evidentiary proceeding. 329 The Public Hearing is to be held: Wednesday, April 7, 2021, at 6:00 pm Members of the public who would like to ask questions or provide comments during the meeting may access the meeting via webcast by following this link: https://www.gotomeeting.com/webinar/join-webinar and entering Webinar ID 924-788-035. It is recommended that you join the webinar and register for the public meeting at least 15 minutes before the meeting begins. You will be given the option to use your computer audio or to use your phone for participating in the webinar. Those without internet access may call (512) 239-1201 at least one day prior to the meeting for assistance in accessing the meeting and participating telephonically. Members of the public who wish to only listen to the meeting may call, toll free, (213) 929-4212 and enter access code 745-015-898. Additional information will be available on the agency calendar of events at the following link: https://www.tceq.texas.gov/agency/decisions/hearings/calendar.html. RESPONSE TO COMMENTS. A written response to all formal comments will be prepared by the executive director after the comment period closes. The response, along with the executive director’s decision on the application, will be mailed to everyone who submitted public comments and the response to comments will be posted in the permit file for viewing. The executive director shall approve or deny the application not later than 35 days after the date of the public hearing, considering all comments received within the comment period, and base this decision on whether the application meets the requirements of the standard permit. CENTRAL/REGIONAL OFFICE. The application will be available for viewing and copying at the TCEQ Central Office and the TCEQ Dallas/Fort Worth Regional Office, located at 2309 Gravel Drive, Fort Worth, Texas 76118-6951, during the hours of 8:00 am to 5:00 pm, Monday through Friday, beginning the first day of publication of this notice. INFORMATION. If you need more information about this permit application or the permitting process, please call the Public Education Program toll free at 1-800-687-4040. Si desea información en Español, puede llamar al 1-800-687-4040. Further information may also be obtained from Platas Concrete Inc, 411 East Jones Street, Lewisville, TX 75057-2613, or by calling Mrs. Lacretia White, Project Manager at (972) 768-9093. Notice Issuance Date: February 11, 2021 330 611 S. Hwy. 78, Ste. 132 Wylie, TX 75098         Main: 214‐334‐6954 | elmcreekenv.com  January 19, 2021  Texas Commission on Environmental Quality  Air Permits Initial Review Team, MC‐161  P.O. Box 13087  Austin, Texas 78711‐3087  Attention: Samuel Short  Subject:  Air Quality Standard Permit for Concrete Batch Plants with Enhanced Controls  EXPEDITED PERMITTING REQUEST INCLUDED  Platas Concrete, Inc. – New CN  CBP No. 1 – New RN  Aubrey, Denton County, Texas  Mr. Short,   On behalf of Platas Concrete, Inc., we are submitting this Air Quality Standard Permit for Concrete Batch  Plants with Enhanced Controls application to authorize the above‐referenced permanent concrete batch  plant facility at a site near Aubrey, Denton County, Texas. The required forms, maps, and supporting  documents are attached. Platas Concrete, Inc. will satisfy all applicable requirements of the Air Quality  Standard Permit for Concrete Batch Plants with Enhanced Controls.   We respectfully request to have this application expeditiously reviewed and approved.   Elm Creek Environmental, LLC will serve as the technical representative for Platas Concrete, Inc. on this  project. We respectfully request to be copied on all correspondence regarding this project including,  but not limited to the final approval letter. If you have any questions regarding this application, please  contact us at our office or through email at lacretia@elmcreekenv.com.  Elm Creek Environmental, LLC  LaCretia White, REM  Project Manager  Distribution: Addressee  TCEQ Region 4  Mr. Erik Platas ‐ Platas Concrete, Inc.   271‐002 Project File  331 Platas Concrete, Inc. Air Quality Standard Permit for Concrete Batch Plants  with Enhanced Controls CBP No. 1 Aubrey, Denton County, Texas Table of Contents DOCUMENT PAGE NO. Core Data Form 1 ‐ 2 Form PI‐1S‐CBP 3 ‐ 17 Project Description 18 Process Description 19 Flow Diagram 20 Emission Calculations 21 ‐ 26 Area Map 27 Plot Plan 28 Dust Collector Information 29 ‐ 32 TCEQ Air Quality Standard Permit for Concrete Batch Plants w/Enh Controls 33 ‐ 35 Elm Creek Environmental, LLC Ph: 214‐334‐6954 www.elmcreekenv.com 332 TCEQ-10400 (04/20) Page 1 of 2 TCEQ Core Data Form For detailed instructions regarding completion of this form, please read the Core Data Form Instructions or call 512-239-5175. SECTION I: General Information 1. Reason for Submission (If other is checked please describe in space provided.) New Permit, Registration or Authorization (Core Data Form should be submitted with the program application.) Renewal (Core Data Form should be submitted with the renewal form) Other 2. Customer Reference Number (if issued)Follow this link to search for CN or RN numbers in Central Registry** 3. Regulated Entity Reference Number (if issued) CN RN SECTION II: Customer Information 4. General Customer Information 5. Effective Date for Customer Information Updates (mm/dd/yyyy) New Customer Update to Customer Information Change in Regulated Entity Ownership Change in Legal Name (Verifiable with the Texas Secretary of State or Texas Comptroller of Public Accounts) The Customer Name submitted here may be updated automatically based on what is current and active with the Texas Secretary of State (SOS) or Texas Comptroller of Public Accounts (CPA). 6. Customer Legal Name (If an individual, print last name first: eg: Doe, John)If new Customer, enter previous Customer below: Platas Concrete, Inc. 7. TX SOS/CPA Filing Number 0800499003 8.TX State Tax ID (11 digits) 32017520415 9. Federal Tax ID (9 digits) 10. DUNS Number (if applicable) 11. Type of Customer: Corporation Individual Partnership: General Limited Government: City County Federal State Other Sole Proprietorship Other: 12. Number of Employees 0-20 21-100 101-250 251-500 501 and higher 13. Independently Owned and Operated? Yes No 14. Customer Role (Proposed or Actual) – as it relates to the Regulated Entity listed on this form. Please check one of the following Owner Operator Owner & Operator Occupational Licensee Responsible Party Voluntary Cleanup Applicant Other: 15. Mailing Address: 411 E. Jones St. City Lewisville State TX ZIP 75057 ZIP + 4 16. Country Mailing Information (if outside USA)17. E-Mail Address (if applicable) erik_platas@yahoo.com 18. Telephone Number 19. Extension or Code 20. Fax Number (if applicable) ( 972 ) 219-5987 ( ) - SECTION III: Regulated Entity Information 21. General Regulated Entity Information (If ‘New Regulated Entity” is selected below this form should be accompanied by a permit application) New Regulated Entity Update to Regulated Entity Name Update to Regulated Entity Information The Regulated Entity Name submitted may be updated in order to meet TCEQ Agency Data Standards (removal of organizational endings such as Inc, LP, or LLC). 22. Regulated Entity Name (Enter name of the site where the regulated action is taking place.) CBP No. 1 TCEQ Use Only New New 1 333 2 334 Texas Commission on Environmental Quality Form PI-1S-CBP PI-1S-CBP Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. I agree Registration Number Expiration Date Action Type Requested Initial PI-1S Registrations for Air Standard Permit - Concrete Batch Plants This sheet provides administrative information needed by the TCEQ. Instructions: 1. Complete all applicable sections below. 2. Unless submitting through STEERS, an original signature on this sheet is required. Submit a hard copy of this worksheet with the original signature. I. Applicant Information B. Company Information This cell is intentionally left blank. I acknowledge that I am submitting an authorized TCEQ application workbook and any necessary attachments. Except for inputting the requested data and adjusting row height and column width, I have not changed the TCEQ application workbook in any way, including but not limited to changing formulas, formatting, content, or protections. A. Registration and Action Type (only one permit and action may be selected with each form) 6008 - Concrete Batch Plants with Enhanced Controls Company or Legal Name: Select from the type of action requested using the drop down. Options include Initial, Change of Representation, Initial (move to a new location), and Renewal. Provide the assigned registration number and expiration date if they have been assigned. All cells must be completed for change of representations. Standard Permit and Description Platas Concrete, Inc. Version 2.0 Page 4 3 335 Texas Commission on Environmental Quality Form PI-1S-CBP PI-1S-CBP Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. Elm Creek Environmental, LLC 75098 469-716-4019 Mailing Address: City: Wylie State: TX First Name: LaCretia Last Name: White Title: 972-768-9093 ZIP Code: 611 S. Hwy 78, Ste. 132 Address Line 2: Project Manager Texas Secretary of State Charter/Registration Number (if given): D. Technical Contact Information: This person must have the authority to make binding agreements and representations on behalf of the applicant and may be a consultant. Additional technical contact(s) can be provided in a cover letter. C. Company Official Contact Information: must not be a consultant Prefix (Mr., Ms., Dr., etc.): Mr. First Name: Eliu Last Name: Platas Title: Owner Registrations are issued to either the facility owner or operator, commonly referred to as the applicant or registration holder. List the legal name of the company, corporation, partnership, or person who is applying for the registration. We will verify the legal name with the Texas Secretary of State at (512) 463-5555 or at the link below: Note: All correspondence and issued permit documents will be sent via e- mail within one business day of TCEQ’s decision. Ensure that the e-mail address provided for the company official is the most appropriate to receive time- sensitive correspondence from the TCEQ. https://www.sos.state.tx.us 75057 Telephone Number: Mailing Address: Fax Number: E. Assigned Numbers Email Address:lacretia@elmcreekenv.com The CN and RN below are assigned when a Core Data Form is initially submitted to the Central Registry. The RN is also assigned if the agency has conducted an investigation or if the agency has issued an enforcement action. If these numbers have not yet been assigned, leave these questions blank and include a Core Data Form with your application submittal. See Section VI.B. below for additional information. New 800499003 Fax Number: 411 E. Jones St. City: ZIP Code: Lewisville TXState: 972-219-5987 Prefix (Mr., Ms., Dr., etc.): Company or Legal Name: Enter the RN. The RN is a unique agency assigned number given to each person, organization, place, or thing that is of environmental interest to us and where regulated activities will occur. The RN replaces existing air account numbers. The RN for portable units is assigned to the unit itself, and that same RN should be used when applying for authorization at a different location. New Enter the CN. The CN is a unique number given to each business, governmental body, association, individual, or other entity that owns, operates, is responsible for, or is affiliated with a regulated entity. Telephone Number: This cell intentionally left blank Mrs. Email Address:erik_platas@yahoo.com Address Line 2: Version 2.0 Page 5 4 336 Texas Commission on Environmental Quality Form PI-1S-CBP PI-1S-CBP Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. No No No No Are there any other facilities at this site that are authorized by Exemption, PBR, or Standard Permit? Does the applicant have unpaid delinquent fees and/or penalties owed to the TCEQ? This form will not be processed until all delinquent fees and/or penalties owed to the TCEQ or the Office of the Attorney General on behalf of the TCEQ are paid in accordance with the Delinquent Fee and Penalty Protocol. For more information regarding Delinquent Fees and Penalties, go to the TCEQ website at the link below: https://www.tceq.texas.gov/agency/financial/fees/delin II. Delinquent Fees and Penalties Aubrey Use USGS maps, county maps prepared by the Texas Department of Transportation, or an online software application such as Google Earth to find the latitude and longitude. III. Registration Information Street Address: This cell intentionally left blank Is this facility located at a site required to obtain a site operating permit (SOP) or general operating permit (GOP)? From the intersection of FM 428 and Wildcat Rd., go west on FM 428 for approx. 0.37 miles. Site entrance will be on the left. City: If the address is not located in a city, then enter the city or town closest to the facility, even if it is not in the same county as the facility. ZIP Code: Include the ZIP Code of the physical facility site, not the ZIP Code of the applicant's mailing address. A. Other Facilities at this Site Authorized by Standard Exemption, PBR, or Standard Permit Region 4 C. Associated Federal Operating Permits B. Other Air Preconstruction Permits Are there any other air preconstruction permits at this site? This cell intentionally left blank County: Enter the county where the facility is physically located. TCEQ Region A. Location IV. Facility Location and General Information Site Location Description: If there is no street address, provide written driving directions to the site. Identify the location by distance and direction from well-known landmarks such as major highway intersections. Denton 76227 Version 2.0 Page 6 5 337 Texas Commission on Environmental Quality Form PI-1S-CBP PI-1S-CBP Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. 033:18:16.66 097:02:5.23 Jared Patterson 3273: Ready-Mixed ConcretePrincipal SIC code: District: State Representative: Longitude (in degrees, minutes, and nearest second (DDD:MM:SS)) for the street address or the destination point of the driving directions. Longitude is the angular distance of a location west of the prime meridian and will always be between 93 and 107 degrees west (W) in Texas. State Senator: Drew Springer E. State Senator and Representative for this site https://wrm.capitol.texas.gov/ This information can be found at the link below (note, the website is not compatible to Internet Explorer): D. Industry Type Construction Materials No CBP No. 1 Principal Company Product/Business: B. General Information Facility Name: CBP No. 1 Is the facility currently registered as a temporary facility in Texas?No Provide the information for the County Judge for the location where the facility is or will be located: The Honorable:Andy Mailing Address:Eads Address Line 2:110 W. Hickory St., 2nd Floor 106District: Are there any schools located within 3,000 feet of the site boundary? D. County Judge and Presiding Officer We must notify the applicable county judge and presiding officer when an application for a concrete batch plant is received. This information can be obtained at the link below: https://www.txdirectory.com 30 Area Name: Must indicate the general type of operation, process, equipment or facility. Include numerical designations, if appropriate. Examples are Sulfuric Acid Plant and No. 5 Steam Boiler. Vague names such as Chemical Plant are not acceptable. Latitude (in degrees, minutes, and nearest second (DDD:MM:SS)) for the street address or the destination point of the driving directions. Latitude is the angular distance of a location north of the equator and will always be between 25 and 37 degrees north (N) in Texas. Version 2.0 Page 7 6 338 Texas Commission on Environmental Quality Form PI-1S-CBP PI-1S-CBP Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. No No Yes Yes Yes Yes Yes Yes Mayor State: If so, provide the information for the Presiding Officer(s) of the municipality. This is frequently the Mayor. An attachment may be used for multiple. First Name: 76201-4116 Is the facility located in any municipality or an extraterritorial jurisdiction of any municipality? All representations regarding construction plans and operation procedures contained in the registration application shall be conditions upon which the registration is issued. (30 TAC § 116.615) Platas Concrete, Inc. proposes to authorize a permanent concrete batching facility, consisting of two concrete batch plants, via the Air Quality Standard Permit for Concrete Batch Plants with Enhanced Controls. The permanent batching facility will be located near Aubrey, Denton County, Texas. City:Denton B. Enforcement Projects C. Is a current area map attached? Does the map show a 3,000-foot radius from the property boundary? https://www.tceq.texas.gov/assets/public/permitting/centralregistry/10400.docx A. Confidential Application Materials Is confidential information submitted with this application? Is the area map a current map with a true north arrow, an accurate scale, the entire plant property, the location of the property relative to prominent geographical features including, but not limited to, highways, roads, streams, and significant landmarks such as buildings, residences, schools, parks, hospitals, day care centers, and churches? This cell intentionally left blank D. Is a plot plan attached? Does your plot plan clearly show a north arrow, an accurate scale, all property lines, all emission points, buildings, tanks, process vessels, other process equipment, and two bench mark locations? B. Is the Core Data Form (Form 10400) attached? State:TX A. Description V. Project Information This cell intentionally left blank Myers ZIP Code: Title: City:Aubrey 107 S. Main St. Yes Janet Last Name: ZIP Code: 76227 Mailing Address: Is this application in response to, or related to, an agency investigation, notice of violation, or enforcement action? Provide a brief description of the project that is requested. (Limited to 500 characters). Address Line 2: TX VI. Application Materials Version 2.0 Page 8 7 339 Texas Commission on Environmental Quality Form PI-1S-CBP PI-1S-CBP Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Name: Signature: Date: Is there a description of the principle operation for each different filter system? Is there an assembly drawing (front and top view) of the abatement device drawn to scale clearly showing the design, size, and shape? Does the process description also explain how the facility or facilities will be operating when the maximum possible emissions are produced? Original signature is required unless submitted through STEERS. Does the process description emphasize where the emissions are generated, why the emissions must be generated, what air pollution controls are used (including process design features that minimize emissions), and where the emissions enter the atmosphere? F. Is a process description attached? This cell intentionally left blank Does your plot plan identify all emission points on the affected property, including all emission points authorized by other air authorizations, construction permits, PBRs, special permits, and standard permits? Did you include a table of emission points indicating the authorization type and authorization identifier, such as a permit number, registration number, or rule citation under which each emission point is currently authorized? E. Is a process flow diagram attached? G. Are details for each different filter system attached? Is the process flow diagram sufficiently descriptive so the permit reviewer can determine the raw materials to be used in the process; all major processing steps and major equipment items; individual emission points associated with each process step; the location and identification of all emission abatement devices; and the location and identification of all waste streams (including wastewater streams that may have associated air emissions)? VII. Signature The signature below confirms that I have knowledge of the facts included in this application and that these facts are true and correct to the best of my knowledge and belief. I further state that to the best of my knowledge and belief, the project for which application is made will not in any way violate any provision of the Texas Water Code (TWC), Chapter 7; the Texas Health and Safety Code, Chapter 382, the Texas Clean Air Act (TCAA) the air quality rules of the Texas Commission on Environmental Quality; or any local governmental ordinance or resolution enacted pursuant to the TCAA. I further state that I understand my signature indicates that this application meets all applicable nonattainment, prevention of significant deterioration, or major source of hazardous air pollutant permitting requirements. The signature further signifies awareness that intentionally or knowingly making or causing to be made false material statements or representations in the application is a criminal offense subject to criminal penalties. The owner or operator of the facility must apply for authority to construct. The appropriate company official (owner, plant manager, president, vice president, or environmental director) must sign all copies of the application. The applicant’s consultant cannot sign the application. Important Note: Signatures must be original in ink, not reproduced by photocopy, fax, or other means, and must be received before any permit is issued. Version 2.0 Page 9 8 340 9 341 Texas Commission on Environmental Quality Form PI-1S-CBP 6008Checklist Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. Condition Number Description Response (1)(A)-(E) Will you meet all of the requirements of Section 1 of the Standard Permit regarding administrative requirements? Yes (2)(A)-(F) Will you meet all of the requirements of Section 2 of the Standard Permit regarding public notice? Yes (3)(A) How will cement/fly ash storage silos and weigh hoppers be vented? Fabric filter system (3)(B)(i) Will the fabric/cartridge filter systems and suction shroud be operated properly with no tears or leaks? Yes (3)(B)(ii) What is the outlet rate of the filter systems (gr/dscf), excluding the suction shroud filter system? 0.01 (3)(B)(iii) Will all filter systems and mixer/truck loading control devices meet visible emissions performance standards? Yes (3)(B)(iv) Will cement and/or fly ash silo filter exhausts be equipped with sufficient illumination to observe visible emissions performance if the silo(s) are filled during non-daylight hours? Yes (3)(C)(i) Will conveying systems to and from the silos be totally enclosed and maintained with no tears or leaks? Yes (3)(C)(ii) During cement/fly ash storage silo(s) filling, except for connecting or disconnecting, will visible emissions exist for more than 30 seconds in any five-minute period from the conveying system? No (3)(D) What type of device will be installed to warn when silos are reaching capacity? Warning device (3)(E) Will each road, parking lot, or other area at the plant site that is used by vehicles be paved with a cohesive hard surface that will be properly maintained, cleaned, and watered so as to minimize dust emissions? Yes (3)(F) How will emissions from stockpiles be minimized at all times? More than one may be selected using the following rows. Sprinkled with water (3)(F)Select the second control method, if applicable. (3)(F)Select the third control method, if applicable. This cell is intentionally left blank. Section 2: Public Notice This cell is intentionally left blank. Section 3: Design and Operating Requirements Type of operation This cell is intentionally left blank. Section 1: Administrative Requirements This cell is intentionally left blank. Concrete Batch Plant with Enhanced Controls Standard Permit Ch This sheet provides information needed by the TCEQ to determine if the proposed project meets all of the requireme Batch Plants with Enhanced Controls. Instructions: 1. Review the standard permit requirements available at the end of this workbook, accessible through with the link b Air Quality Standard Permit for Concrete Batch Plants with Enhanced Controls 2. Complete all applicable sections below. Version 2.0 Page 18 10 342 Texas Commission on Environmental Quality Form PI-1S-CBP 6008Checklist Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. (3)(G) Will all material spills be immediately cleaned up and contained or dampened so dust emissions are minimized? Yes (3)(H)What is the rate of concrete production on site? (yd3/hr)300 (3)(I) What type of device will be installed at the batch drop point (or drum feed)? Suction shroud (3)(I)What is the average filtering velocity of the fabric or cartridge filter system for the suction shroud or other pickup device (acfm)? 6500 (3)(J) What is the control efficiency of the bag filter and capture system? (as a percent) 99.5 (3)(K)(i) What is the distance from the property line to the suction shroud baghouse exhaust (feet)? 220 (3)(K)(ii) What is the distance from the property line to the nearest stockpile? (feet) 125 (3)(K)(ii)What is the distance from the property line to the nearest piece of stationary equipment? (feet) 204 (3)(K)(ii)What is the distance from the property line to the nearest area where vehicles will be used for the operation of the concrete batch plant (except for incidental traffic and the entrance and exit to the site)? (feet) 100 (3)(K)(iii) Will the plant be located in an area subject to municipal zoning regulations? No (3)(K)(iii)If there is no municipal zoning, what is the distance from the central baghouse to the nearest building used as a single or multifamily residence, school, or place of worship at the time your application is received by the commission? (yards) 521 (3)(L)(i) Optional: what is the minimum height of the dust suppressing fencing along each road, parking lot, and other traffic areas? (feet) (3)(L)(ii) Optional: What is the minimum height of the three-walled bunker containing each stock pile above the stockpile? (feet) Version 2.0 Page 19 11 343 Texas Commission on Environmental Quality Form PI-1S-CBP Table20-CBP Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. Type of batching that will be accomplished What is the maximum hours per day? What is the maximum days per week? What is the maximum weeks per year? What is the maximum hours per year? Does the facility operate at night? Will sand and aggregate be washed prior to delivery at your facility? What is the size of the area which will be covered be aggregate stockpiles? (acres) Indicate where water sprays will be used, if applicable Additional location for water sprays, if applicable Additional location for water sprays, if applicable Additional location for water sprays, if applicable How many filter systems will this plant have? Will all filter systems be operated the same way? This cell is intentionally left blank. This cell is intentionally left blank. 2 No 0.5 Stockpiles Section 3: Filter System Information Section 2: Aggregate Information Section 1: Maximum operating schedule Yes Table 20: Concrete Batch Plants - Concrete Batch Plant Standard Permits This sheet provides information needed by the TCEQ to determine if the proposed project meets all of the requirements of the Standard Permit for Concrete Batch Plants. Instructions: 1. Complete all applicable questions below. Yes Wet (rotary mix truck) 24 7 52 8760 This cell is intentionally left blank. Version 2.0 Page 22 12 344 Texas Commission on Environmental Quality Form PI-1S-CBP Table11-CBP Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. EPN Manufacturer Model Number List the sources being controlled Type of particulate controlled Design maximum flow rate (acfm) Average expected flow rate (acfm) Particulate grain loading (grain/scf) - inlet Particulate grain loading (grain/scf) - outlet EPN Manufacturer Model Number List the sources being controlled Type of particulate controlled Design maximum flow rate (acfm) Average expected flow rate (acfm) Particulate grain loading (grain/scf) - inlet Particulate grain loading (grain/scf) - outlet PM/PM10/PM2.5, cement dust 6500 6500 0.01 Filter System 2 8B Vince Hagan VH-1094JP silos, batch points, weigh hoppers 0.01 6500 6500 8A Vince Hagan VH-1094JP silos, batch points, weigh hoppers PM/PM10/PM2.5, cement dust Table 11: Fabric Filters - Concrete Batch Plant Standard Permits This sheet provides information needed by the TCEQ to determine if the proposed project meets all of the requirements of the Standard Permit for Concrete Batch Plants. Instructions: 1. Complete all applicable questions below. Filter System 1 This cell is intentionally left blank. Version 2.0 Page 23 13 345 Texas Commission on Environmental Quality Form PI-1S-CBP Public Notice Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. Title: Company Name: Email Address: Mrs. 75098 Address Line 2: City: State: 611 S. Hwy 78, Ste. 132 Telephone Number: Wylie TX Instructions: 1. Complete all questions below. https://statutes.capitol.texas.gov/Docs/HS/htm/HS.382.htm#382.05199 The THSC §382.05199 require that you publish a notice of application and public hearing. Notices must be published in a newspaper of general circulation in the municipality where the proposed facility is or will be located (not applicable to alternative language notices). Additional information regarding public notice such as an overview of requirements can be found at the link below: City: Prefix (Mr., Ms., Dr., etc.): 469-716-4019 Elm Creek Environmental Elm Creek Environmental lacretia@elmcreekenv.com State: This cell intentionally left blank Company Name: ZIP Code: Mrs. Last Name: This sheet is intended to assist in this determination of public notice requirements and is not a replacement for 30 TAC Chapter 39 (Public Notice). If you can see the page header, there are questions applicable to your project on this sheet. Mailing Address: Address Line 2: LaCretia White Project Manager lacretia@elmcreekenv.com LaCretia 972-768-9093 469-716-4019 I. Public Notice Information A. Contact Information Enter the contact information for the person responsible for publishing. This is a designated representative who is responsible for ensuring public notice is properly published in the appropriate newspaper and signs are posted at the facility site. This person will be contacted directly when the TCEQ is ready to authorize public notice for the application. Prefix (Mr., Ms., Dr., etc.): Enter the contact information for the Technical Contact. This is the designated representative who will be listed in the public notice as a contact for additional information. Project Manager Fax Number: WhiteLast Name: Mailing Address: First Name: Public Notice Information and Small Business Classification 75098 972-768-9093 ZIP Code: First Name: Title: Wylie TX 611 S. Hwy 78, Ste. 132 Telephone Number: Email Address: Fax Number: Version 2.0 Page 27 14 346 Texas Commission on Environmental Quality Form PI-1S-CBP Public Notice Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. NoIs a bilingual program required by the Texas Education Code in the School District? This cell intentionally left blank Are the children who attend either the elementary school or the middle school closest to your facility eligible to be enrolled in a bilingual program provided by the district? No C. Alternate Language Publication In some cases, public notice in an alternate language is required. If an elementary or middle school nearest to the facility is in a school district required by the Texas Education Code to have a bilingual program, a bilingual notice will be required. If there is no bilingual program required in the school nearest the facility, but children who would normally attend those schools are eligible to attend bilingual programs elsewhere in the school district, the bilingual notice will also be required. If it is determined that alternate language notice is required, you are responsible for ensuring that the publication in the alternate language is complete and accurate in that language. Version 2.0 Page 28 15 347 Texas Commission on Environmental Quality Form PI-1S-CBP Public Notice Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. No No Does the company (including parent companies and subsidiary companies) have fewer than 100 employees or less than $6 million in annual gross receipts? Complete this section to determine small business classification. If a small business requests a permit, agency rules (30 TAC § 39.603(f)(1)(A)) allow for alternative public notification requirements if all of the following criteria are met. If these requirements are met, public notice does not have to include publication of the prominent (12 square inch) newspaper notice. III. Small Business Classification Small business classification: Version 2.0 Page 29 16 348 Texas Commission on Environmental Quality Form PI-1S-CBP Fees Date: 1/11/2021 Registration #: Pending Company: Platas Concrete, Inc. Yes Yes $3,000.00 $3,000.00 $900.00 Yes $900 No No III. Payment Information Enter the check, money order, ePay Voucher, or other transaction number. Enter "STEERS" if submitting and paying through Fee Verification This sheet is for requesting expedited permitting and determines application fee requirements for projects which require a fee. If you can see the page header, there are questions applicable to your project on this sheet. Fees are due and payable at the time an application is filed. Required fees must be received before the agency will consider an application to be complete. Prior to January 1, 2021, fees may be paid by check, money order, or through ePay. As of January 1, 2021, fees must be paid through ePay during the STEERS submitall process. Instructions for online payment through the ePay system can be found at the link below: I. Expedited Permitting Request Does the purpose of the application associated with this request to expedite benefit the economy of this state or an area of this state. If no, this project does not qualify for expedited permitting. Surcharge amount due Are you requesting to expedite this project? https://www.tceq.texas.gov/assets/public/permitting/air/Forms/NewSourceReview/20707.pdf Surcharge amount paid Enter the check, money order, ePay Voucher, or other transaction number. Enter "STEERS" if submitting and paying through STEERS. Unless submitting through STEERS, you must also submit the Form APD-APS Air Permitting Surcharge Payment to the TCEQ Cashier's office, link to the form below: STEERS This cell intentionally left blank Enter the company name as it appears on the check STEERS https://www3.tceq.texas.gov/epay/ Enter the fee amount All standard permit types and actions (unless the facility meets the requirements of being in or adjacent to the right of way of a public works project) Was the fee paid online? This cell intentionally left blank This cell intentionally left blank II. Application Fee Instructions: 1. Enter information related to the expedited permitting option. 2. If visible, enter payment information. 3. If applicable, submit the application under the seal of a Texas Licensed P.E. Is the estimated capital cost of the project above $2 million? Is the application required to be submitted under the seal of a Texas licensed P.E.? Note: an electronic PE seal is acceptable. This cell intentionally left blank IV. Professional Engineer Seal Requirement Version 2.0 Page 30 17 349   611 S. Hwy 78, Ste. 132 Wylie, TX 75098                    Main: 214‐334‐6954 | elmcreekenv.com  Platas Concrete, Inc.  Air Quality Standard Permit for Concrete Batch Plants with Enhanced Controls  CBP No. 1  Aubrey, Denton County, Texas    Project Description    Platas Concrete, Inc. proposes to authorize a permanent concrete batching facility (two concrete batch  plants) via the Air Quality Standard Permit for Concrete Batch Plants with Enhanced Controls. The  permanent batching facility will be located near Aubrey, Denton County, Texas.    The subject facility will be located on site permanently (>180 days) and will have a maximum production  rate of 300 cubic yards per hour and 800,000 cubic yards per year at a maximum operating schedule of  24 hours per day, 7 days per week, 52 weeks per year, or 8,760 hours per year.    Stationary equipment, stockpiles, and vehicles used for the operation of the subject facility, except for  incidental traffic and the site entrance/exit, will be located/operated no less than 100 feet from the  property line, as required. The entry, exit, and main traffic routes will be paved with a cohesive hard  surface that shall be maintained intact and cleaned, as required. Any stockpiles located within 100 feet of  the property line will be located within a three‐walled bunker that extends at least two feet above the top  of the stockpile. The facility’s central dust collection system exhaust will be located at least 100 feet from  the property line and at least 440 yards from any building used a single or multifamily residence, school,  or place of worship at the time the standard permit registration is filed with the commission, since the  subject site is not subject to municipal zoning regulations.     Platas Concrete, Inc. will utilize BACT at the subject facility. The subject facility’s batch points will be  protected by an intact three‐sided curtain, or equivalent dust control technology that extends below the  mixer truck‐receiving funnel and utilizes a suction shroud vented to the central dust collection systems.  The cement/fly ash weigh hoppers and silos will also be controlled by the central dust collection systems.  All roads, parking lots, or other areas at the facility that are used by vehicles will be paved with a cohesive  hard surface that is maintained intact and capable of being cleaned. Additionally, in‐plant roads and traffic  areas will be watered so as to minimize dust emissions. Stockpiles will also be watered, as needed, to  minimize dust emissions.    Any emissions from planned Startup and Shutdown activities are not expected to be any worse over a full  hour than emissions during normal operation, and thus should be included in this permit authorization.   Any planned Maintenance activities for this facility will be considered De Minimis (30 TAC 116.119) or  authorized under a separate PBR (30 TAC 106), as necessary.    All required TCEQ forms, maps, and other supporting documents are included with this application. Platas  Concrete, Inc. will comply with all applicable permit requirements listed under the Air Quality Standard  Permit for Concrete Batch Plants with Enhanced Controls.    18 350   611 S. Hwy. 78, Ste. 132 Wylie, TX 75098                    Main: 214‐334‐6954 | elmcreekenv.com  Platas Concrete, Inc.  Air Quality Standard Permit for Concrete Batch Plants with Enhanced Controls  CBP No. 1  Aubrey, Denton County, Texas    Process Description    The following process description has been designed to represent the two similar concrete batch plants  that will operate at the subject facility.    Washed sand and aggregate material are delivered to the facility via trucks and placed in stockpiles (EPN  STK). Other materials used in the batching process such as cement, fly ash, and admixtures are also  delivered to the facility via trucks.    Washed sand and aggregate materials are transported from the stockpile area to the feed hopper via  front‐end loader (EPN 1A/1B). Material from the feed hopper is transferred (EPN 2A/2B) to the radial  stacker, which is used to transfer (EPN 3A/3B) the sand/aggregate material to the aggregate bins. From  the aggregate bins, the sand/aggregate material falls (EPN 4A/4B) into the weigh bins, where measured  amounts of the sand/aggregate material are transferred (EPN 5A/5B) onto a conveyor. From the conveyor,  the sand/aggregate material is transferred to the mixer trucks at the batch point (EPN 6A/6B). The loading  of the mixer trucks (EPN 7A/7B) accounts for the loading emissions not captured by each plant’s central  dust collector (EPN 8A/8B).    Cement and fly ash are transferred pneumatically to each plant’s silos and are delivered to each plant’s  weigh hopper for measurement. The specific amount of cement/fly ash needed for the mix is transferred  to each plant’s batch point where sand and aggregate materials, along with cement, fly ash, water, and  admixtures are combined and mixed by the mixer trucks.    Emissions from the batch point, silos, and the cement/fly ash weigh hopper are controlled by the central  dust collector (EPN 8A/8B).    Emissions from stockpiles (EPN STK) are calculated based on 0.5 acres.    Please use the attached flow diagram to follow the process description outlined above.    19 351 EPN 1A EPN 2A EPN 3A EPN 4A EPN 5A EPN 6A EPN 7A EPN 8A CENTRAL DUST COLLECTORWEIGH HOPPER WEIGH BINS AGG. BINS EPN STK HOPPER EPN 1B EPN 2B EPN 3B EPN 4B EPN 5B EPN 6B EPN 7B EPN 8B CENTRAL DUST COLLECTORWEIGH HOPPER WEIGH BINS AGG. BINS EPN STK HOPPER SILOSILO SILO SILOSILO SILO ELM CREEK ENVIRONMENTAL, LLC 611 S. HIGHWAY 78, SUITE 132 WYLIE, TX PHONE: 214-334-6954 WWW.ELMCREEKENV.COMN/ALWJBNTS 1/17/2021271-0021/1 AUBREY, DENTON COUNTY, TX FLOW DIAGRAM 20 352 Operating Schedule hours/day days/week weeks/year hours/year 24 7 52 8,760 Production Rate Type of Facility Concrete Composition  Material lb/yd3 lb/yd3 Aggregate 1,865 Sand 1,428 Cement 491 Supplement 73 Material ton/hr ton/yr Aggregate 279.8 746,000 Sand 214.2 571,200 Cement 73.7 196,400 Supplement 11.0 29,200 Aubrey, Denton County, Texas Standard Composition of One Cubic Yard of Concrete Maximum Material Mass Flow Rate Yes Truck Mix yd3Concrete/ hour yd3Concrete/ year 300 800,000 City: Concrete Batch Plant Emission Rate Calculation Worksheet Company:Platas Concrete, Inc. Facility ID No. or Name: CBP No. 1      Project Type: EXP PSP CBP EC       Date:January 2021 Permit No.:Pending      Project No.: 271‐002 21 353 Material Handling ‐ Coarse Aggregate Transfer Points Enter the number of Aggregate Transfer Points (Enter 1‐9)6 280 Use the maximum material mass flowrate? ("Yes" or "No")Yes 746,000 1A/1B 2A/2B 3A/3B 4A/4B 5A/5B 6A/6B 280 280 280 280 280 280 746,000 746,000 746,000 746,000 746,000 746,000 98.5 98.5 98.5 98.5 98.5 98.5 0.0290 0.0290 0.0290 0.0290 0.0290 0.0290 0.0386 0.0386 0.0386 0.0386 0.0386 0.0386 0.0138 0.0138 0.0138 0.0138 0.0138 0.0138 0.0185 0.0185 0.0185 0.0185 0.0185 0.0185 0.0021 0.0021 0.0021 0.0021 0.0021 0.0021 0.0028 0.0028 0.0028 0.0028 0.0028 0.0028 Material Handling ‐ Sand Transfer Points Enter the number of Sand Transfer Points (Enter 1‐9)6 214 Use the maximum material mass flowrate? ("Yes" or "No")Yes 571,200 1A/1B 2A/2B 3A/3B 4A/4B 5A/5B 6A/6B 214 214 214 214 214 214 571,200 571,200 571,200 571,200 571,200 571,200 98.5 98.5 98.5 98.5 98.5 98.5 0.0067 0.0067 0.0067 0.0067 0.0067 0.0067 0.0090 0.0090 0.0090 0.0090 0.0090 0.0090 0.0032 0.0032 0.0032 0.0032 0.0032 0.0032 0.0042 0.0042 0.0042 0.0042 0.0042 0.0042 0.0005 0.0005 0.0005 0.0005 0.0005 0.0005 0.0006 0.0006 0.0006 0.0006 0.0006 0.0006 Raw Material Stockpile Emissions (EPN STK) 0.5 98.5 312 0.0007 0.0003 0.0001 0.0154 0.0077 0.0012 0.0161 0.0081 0.0012 PM10  (lb/hr) PM10  (ton/yr) PM2.5  (lb/hr) PM2.5  (ton/yr) Maximum Mass Flow Rate (ton/yr) Control Efficiency  (%) PM  (lb/hr) PM  (ton/yr) EPN (Identified on Process Flow Diagram) Hourly Mass Flow Rate (ton/hr) = Annual Mass Flow Rate (ton/yr) = PM10  (ton/yr) PM2.5  (lb/hr) PM2.5  (ton/yr) Control Efficiency  (%) Maximum Mass Flow Rate (ton/hr) PM10  (lb/hr) Control Efficiency of 98.5% utilized to account for wet material (due to the use of water to control dust) and material  being pre‐washed. Maximum Mass Flow Rate (ton/yr) Maximum Mass Flow Rate (ton/hr) PM  (lb/hr) PM  (ton/yr) EPN (Identified on Process Flow Diagram) Hourly Mass Flow Rate (ton/hr) = Annual Mass Flow Rate (ton/yr) = Control Efficiency of 98.5% utilized to account for wet material (due to the use of water to control dust) and material  being pre‐washed. Control Efficiency of 98.5% utilized to account for wet material (due to the use of water to control dust) and material  being pre‐washed. Active stockpile emission factors take into account emissions from stockpile formation (loading onto), digging into  stockpiles (loading out of), traffic in stockpile areas, and wind erosion of stockpiles. PM Inactive Emissions (ton/yr) Number of Active Days per Year Control Efficiency (%) Stockpile Area (acres) TOTAL PM2.5 Emissions (ton/yr) PM10 Inactive Emissions (ton/yr) PM Active Emissions (ton/yr) PM10 Active Emissions (ton/yr) TOTAL PM Emissions (ton/yr) TOTAL PM10 Emissions (ton/yr) PM2.5 Inactive Emissions (ton/yr) PM2.5 Active Emissions (ton/yr) 22 354 0 lbPM/ton lbPM10/ton lbPM2.5/ton Yes 0.730 0.470 0.080 1 0 0 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 BACT requires a mimimum control efficiency of at least 99% 0 lbPM/ton lbPM10/ton lbPM2.5/ton Yes 3.14 1.10 0.19 1 0 0 99.9 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 BACT requires a mimimum control efficiency of at least 99% Yes No Central Dust CollectorIf the cement/supplement weigh hopper is vented  to another facility, please specify: Emission Factors ‐ Cement Silo Emission Factors ‐ Supplement Silo Hourly Loading Rate (ton/hr) Annual Loading Rate (ton/yr) PM2.5 (ton/yr) Cement Supplement Silo How many supplement silos? (Up to 4) Would you like to use the manufactures filter efficiency? PM10 (ton/yr) Control Efficiency (%) PM (lb/hr) Cement Silo Emission Rates PM (ton/yr) PM2.5 (lb/hr) The cement/supplement weigh hopper  must be vented to another facility equiped  with a control device meeting current  BACT. PM10 (lb/hr) PM10 (ton/yr) Is it equipped with its own dust collector? (Yes or No) Is there a cement/supplement weigh hopper? (Yes or No) PM2.5 (lb/hr) PM2.5 (ton/yr) Cement/Supplement Weigh Hopper Emissions Annual Loading Rate (ton/yr) Control Efficiency (%) PM (lb/hr) How many cement silos? (Up to 4) NOT APPLICABLE ‐ SILO VENTED TO CENTRAL DUST COLLECTOR PM (ton/yr) PM10 (lb/hr) Would you like to use the manufactures filter efficiency? Cement Silo Hourly Loading Rate (ton/hr) Supplement Silo Emission Rates NOT APPLICABLE ‐ SILO VENTED TO CENTRAL DUST COLLECTOR 23 355 99.5 Yes 97.3 PM  (lb/hr) 0.4601 lbPM/ton lbPM10/ton lbPM2.5/ton PM  (ton/yr) 0.6135 1.118 0.310 0.053 PM10  (lb/hr) 0.1276 PM10  (ton/yr) 0.1701 PM2.5  (lb/hr) 0.0218 PM2.5  (ton/yr) 0.0291 ton/hr ton/yr Aggregate 280 746,000 Sand 214 571,200 Cement 74 196,400 PM  (lb/hr) 2.554 Supplement 11 29,200 PM  (ton/yr) 3.405 PM10  (lb/hr) 0.708 PM10  (ton/yr) 0.944 PM2.5  (lb/hr) 0.121 PM2.5  (ton/yr) 0.161 Truck Loading Emission Rates Central Baghouse Stack Emission Rates (EPNs 8A/8B) Truck Loading Fugitive Emission Rates (EPNs 7A/7B) Material Maximum Throughput What is the central baghouse efficiency? (%) Truck Loading Emission Factors Use the Default Suction Shroud Capture Efficiency?  Default Capture Efficiency % = 24 356 Emission Summary lb/hr ton/yr lb/hr ton/yr lb/hr ton/yr 1A/1B ‐ 6A/6B Material Handling 0.214 0.286 0.102 0.136 0.015 0.021 STK Stockpiles ‐.‐‐0.016 ‐.‐‐0.008 ‐.‐‐0.001 8A/8B Central Baghouse Stacks 0.460 0.614 0.128 0.170 0.022 0.029 7A/7B Loading Fugitives 2.554 3.405 0.708 0.944 0.121 0.161 PM PM10 PM2.5NameEmission Point Number(s) 25 357 The default composition of concrete is from AP‐42 Ch. 11.12 Concrete Batching. Footnote "a" from AP‐42 Ch. 11.12 Table 11.12‐2 Material Handling ‐ Sand and Aggregate Transfer Points The emission factors are from AP‐42 Ch. 11.12 Table 11.12‐2 Emission Factors for the stockpiles have the following units: lb of pollutant per acre per day PM10 is estimated as 50% of PM based on the "k" factors listed in Aggregate Handling and Storage Piles AP‐42 Ch. 13.2.4. The emission factors are from AP‐42 Ch. 11.12 Table 11.12‐2 Emission Factor (EF) Units are lb of pollutant per ton of material Loading Emission Rates PM Emission Factor (EF) Units are lb of pollutant per ton of cement and cement supplement. Emission factors (PM & PM10) are from AP‐42 Ch. 11.12 Table 11.12‐2. The emission factors for PM2.5 are located in AP‐42 Ch. 11.12 Background Document Table 18.6. The default emissions captured by the suction shroud is the average listed in AP‐42 Ch 11.12 Background Document Table 17.1 and Table 17.2. The control efficiency method is used in conjunction with the Aggregate Handling and Storage Piles AP‐42 Ch. 13.2.4 equation to estimate  emissions.  The same wind speed used to develop the aggregate drop point emission factors listed in AP‐42 Ch. 11.12 Table 11.12‐2 was used in  the Ch.13 Equation.  The lowest acceptable moisture content of 0.25% was assumed. Since an emission factor was not quantified there are three preferred approaches: assume the emissions negligible if it vented to another device  meeting BACT;  treat it as a material drop point and apply a control efficiency; and the outlet grain loading method. The purpose of this section is to address the source of the Emission factors and capture efficiencies. The emission factor for PM2.5 was assumed to be 17.1% of PM10.  The  value of 17.1% represents the percentage of PM10 that is PM2.5  according to the worst case loading emission factors for a truck mix operation.  The PM2.5 factors listed in the AP‐42 documents for truck and  mixer loading are based on lbPM2.5 per ton cement and cement supplement (see Loading Emission Rates).  The worst case percentage of PM2.5  in PM10 from the EPA loading factors is 17.1%.  Emission factors are not quantified for this potential emission point. References Cement/Supplement Weigh Hopper Emissions Concrete Composition  Raw Material Stockpile Emissions  Emission Factors (EF) are in units are lb of pollutant per ton of material (see footnote "a" from AP‐42 Ch. 11.12 Table 11.12‐2) unless otherwise  specified. The PM2.5 emission factors are based on a ratio of the aerodynamic particle size multipliers (k multiplier) represented in Aggregate Handling and  Storage Piles AP‐42 Ch. 13.2.4.  The emission factors for PM and PM10 listed in Ch. 11.12 for material transfer points are derived using the  Aggregate Handling and Storage Piles AP‐42 Ch. 13.2.4 equation.  See AP‐42 Ch. 11.12 Table 11.12‐2 footnote "b". The PM2.5 factor is derived from a ratio listed in the Background Document for Revisions to Fine Fraction Ratios Used for AP‐42 Fugitive Dust  Emission Factors (Ch. 13.2) and  "k" factors listed in Aggregate Handling and Storage Piles AP‐42 Ch. 13.2.4. Material Silos The PM active and inactive emission factors are from "Cowherd, Jr., C. Development Of Emission Factors For Fugitive Dust Sources. EPA  document  Number. EPA‐450/3‐74‐037. Research Triangle Park: U. S. Environmental Protection, 1974" 26 358 27359 PROPOSED LOCATION OF CBP NO. 1 SITE ENTRANCE/EXIT APPROX. PROPERTY BOUNDARY PROPOSED STOCKPILE AREA (EPN STK) 100' OFFSET FROM APPROX. PROPERTY BOUNDARY EXISTING STORAGE BUILDING (TO BE REMOVED) 33.305962° -97.036314° 33.301068° -97.036338° OFF-SITE CONCRETE BATCH PLANT FACILITY AUTHORIZED UNDER AIR QUALITY STANDARD PERMIT REGISTRATION NO. 140643 NEAREST OFF-PROPERTY RESIDENCE 440-YARD OFFSET FROM NEAREST OFF-PROPERTY RESIDENCE FM 428 WILDCAT RD.BLACKJACK RD.EPNs 3B/4B/5B EPNs 6A/7A SILOS SILOS EPN 8A EPN 8B EPNs 1B/2B EPNs 3A/4A/5A EPNs 6B/7B EPNs 1A/2A ELM CREEK ENVIRONMENTAL, LLC 611 S. HIGHWAY 78, SUITE 132 WYLIE, TX PHONE: 214-334-6954 WWW.ELMCREEKENV.COMN/ALWJB1" = 400' 1/17/2021271-0021/1 AUBREY, DENTON COUNTY, TEXAS PLOT PLAN 0 SCALE: 1" = 200' 400'800' 400' INSET NO. 1: CBP NO. 1 EPNs SCALE: 1" = 50' 28 360 29 361 30 362 31 363 32 364 Air Quality Standard Permit for Concrete Batch Plants with Enhanced Controls Effective Date August 16, 2004 This air quality standard permit authorizes concrete batch plant facilities which meet all of the conditions listed in sections (1) through (3). (1) Administrative Requirements (A) Any concrete batch plant authorized under this standard permit must be registered in accordance with 30 TAC § 116.611, Registration to Use a Standard Permit. Owners or operators must submit a completed current PI-1S-CBP, Table 20 and a Concrete Batch Plant with Enhanced Controls Standard Permit checklist and a scaled plot plan of the plant site. Facilities which meet the conditions of this standard permit do not have to meet the emissions and distance limitations listed in 30 TAC § 116.610(a)(1), Applicability. (B) Registration applications must comply with 30 TAC § 116.614 “Standard Permit Fees.” (C) No owner or operator of a concrete batch plant is permitted to begin construction and/or operation without obtaining written approval from the executive director. The time period in 30 TAC § 116.611(b) (45 days) does not apply to facilities registering under this permit. Start of construction of any facility registered under this standard permit must comply with 30 TAC § 116.120 and commence construction within 18 months of written approval from the TCEQ. (D) Applicants are not required to submit air dispersion modeling as a part of any concrete batch plant standard permit application. (E)The following production records must be maintained on site for a rolling 24-month period while the plant is in operation: (i)production rates for each hour of operation demonstrating compliance with (3)(H); and (ii)other records as required by 30 TAC 101.201 and § 101.211. (F)For the purposes of this standard permit, a “site” is defined as one or more contiguous or adjacent properties which are under common control of the same person (or persons under common control). (2)Public Notice (A)An application for authorization to construct and operate a concrete batch plant under this standard permit is not subject to the public notice requirements in 30 TAC Chapter 39 Subchapters H & K. (B)For authorization to use this standard permit, an applicant must publish notice under this section not later than the earlier of: (i) the 30th day after the date the applicant receives written notice from the executive director that the application is technically complete; or (ii) the 75th day after the date the executive director receives the application. (C) The applicant must publish notice at least once in a newspaper of general circulation in the municipality in which the plant is proposed to be located or in the municipality nearest to the proposed location of the plant. If the elementary or middle school nearest to the proposed plant provides a bilingual education program as required by Subchapter B, Chapter 29, Education Code, the applicant must also publish the notice at least once in an additional publication of general circulation in the municipality or county in which the plant is proposed to be located that is published in the language taught in the bilingual education program. This requirement is waived if such a publication does not exist or if the publisher refuses to publish the notice. 33 365 (D) The notice must include: (i) a brief description of the proposed location and nature of the proposed plant; (ii) a description, including a telephone number, of the manner in which the executive director may be contacted for further information; (iii) a description, including a telephone number, of the manner in which the applicant may be contacted for further information; (iv) the location and hours of operation of the commission's regional office at which a copy of the application is available for review and copying; and (v) a brief description of the public comment process, including the time and location of the public hearing, and the mailing address and deadline for filing written comments. (E) The public comment period begins on the first date notice is published under Subsection (2)(B) and extends to the close of the public hearing. (F) A public hearing must be held not less than 30 days and not more than 45 days after the first date notice is published under Subsection (2)(B). The public hearing must be held in the county in which the plant is proposed to be located. (G)A public hearing held under this standard permit is not an evidentiary proceeding. Any person may submit an oral or written statement concerning the application at the public hearing. (H)Not later than the 35th day after the date the public hearing is held, the executive director will approve or deny the application for authorization to use the standard permit. The executive director must base the decision on whether the application meets the requirements of this standard permit. The executive director must consider all comments received during the public comment period and at the public hearing in determining whether to approve the application. If the executive director denies the application, the executive director must state the reasons for the denial and any modifications to the application necessary for the proposed plant to qualify for the authorization. (I) The executive director will issue a written response to any public comments received related to the issuance of an authorization to use the standard permit at the same time as or as soon as practicable after the executive director grants or denies the application. Issuance of the response after the granting or denial of the application does not affect the validity of the executive director's decision to grant or deny the application. The executive director will: (i) mail the response to each person who filed a comment; and (ii)make the response available to the public. (3) Design and Operating Requirements (A) Each cement/flyash storage silo and weigh hopper must be equipped with a fabric or cartridge filter or vented to a fabric or cartridge filter system. (B)Fabric or cartridge filters and collection systems must meet all of the following: (i) each fabric filter or cartridge filter, and its associated collection system, and any suction shroud must be maintained and operated properly with no tears or leaks; (ii) excluding the suction shroud filter system, each filter system must be designed to meet an outlet grain-loading standard of at least 0.01 grains/dry standard cubic foot; (iii) each filter system and each mixer-loading and batch truck-loading emissions control device must meet a performance standard of no visible emissions exceeding 30 seconds in a five-minute period as determined using United States Environmental Protection Agency Test Method 22 as that method existed on September 1, 2003; (iv) if a cement or fly ash silo is filled during non-daylight hours, the silo filter system exhaust must be sufficiently illuminated to enable a determination of compliance with the performance standard described by (3)(B)(iii) of this permit; (C) Conveying systems for the transfer of cement or fly ash must meet all of the following: 34 366 (i) the conveying system for the transfer of cement or fly ash to and from each storage silo must be totally enclosed, operated properly, and maintained without any tears or leaks; and (ii) except during cement or fly ash tanker connection or disconnection, each conveying system for the transfer of cement or fly ash must meet the performance standard described in paragraph (3)(B)(iii) of this permit. (D) A warning device must be installed on each bulk storage silo. (i)The warning device must be designed to alert the operator in sufficient time for the operator to stop loading operations before the silo is filled to a level that may adversely affect the pollution abatement equipment; and (ii)if filling a silo results in failure of the pollution abatement system or failure to meet the performance standard described by paragraph (3)(B)(iii) of this standard permit, the failure must be documented and reported to the commission following the requirements of 30 TAC § 101.201 or § 101.211, as appropriate. (E)Each road, parking lot, or other area at the plant site that is used by vehicles must be paved with a cohesive hard surface that is properly maintained, cleaned, and watered so as to minimize dust emissions. (F) Each stockpile must be sprinkled with water or dust-suppressant chemicals or covered so as to minimize dust emissions. (G) Material used in the batch that is spilled must be immediately cleaned up and contained or dampened so as to minimize dust emissions. (H) The production of concrete at the site must not exceed 300 cubic yards per hour. (I) A suction shroud or other pickup device must be installed at the batch drop point or, in the case of a central mix plant, at the drum feed, and vented to a fabric or cartridge filter system with a minimum capacity of 5,000 cubic feet per minute of air. (J)The bag filter and capture system must be properly designed to accommodate the increased flow from the suction shroud and achieve a control efficiency of at least 99.5 percent. (K) The following distance limitations must be met: (i) the suction shroud baghouse exhaust must be more than 100 feet from any property line; (ii)stationary equipment, stockpiles, and vehicles used at the plant, except for incidental traffic and vehicles as they enter and exit the site, must be located or operated more than 100 feet from any property line; and (iii)if the plant is located in an area that is not subject to municipal zoning regulation, the central baghouse must be located at least 440 yards from any building used as a single or multifamily residence, school, or place of worship at the time the standard permit registration is filed with the commission. (L) In lieu of meeting the distance requirements for roads and stockpiles of (3)(K)(ii), the following must be followed: (i)each road, parking lot, and other traffic area is bordered by dust-suppressing fencing or another barrier at least 12 feet high; and (ii) each stockpile located within the applicable distance of a property line is contained within a three-walled bunker that extends at least two feet above the top of the stockpile. 35 367 RESOLUTION NO. A RESOLUTION OF THE CITY OF DENTON OPPOSING THE APPLICATION FOR AN AIR QUALITY STANDARD PERMIT, REGISTRATION 163864, WHICH WOULD AUTHORIZE THE CONSTRUCTION OF A CONCRETE BATCH PLANT BY PLATAS CONCRETE, INC. APPROXIMATELY 0.37 MILES WEST OF THE INTERSECTION OF FARM-TO-MARKET 428 AND WILDCAT ROAD, AUBREY, IN DENTON COUNTY, TEXAS, DIRECTING SAID OPPOSITION BE DELIVERED TO THE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY (TCEQ), AND REQUESTING DENIAL OF THE APPLICATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton is committed to ensuring a healthy environment and quality of life for all its residents; and WHEREAS, The Texas Commission on Environmental Quality (TCEQ) has the primary authority and duty to protect public health in the State of Texas; and WHEREAS, the TCEQ has received an application from Platas Concrete, Inc., for an Air Quality Standard Permit, Registration Number 163864, which would authorize construction of a concrete batch plant at a property 0.37 miles west on FM 428 from the intersection of FM 428 and Wildcat Road, Aubrey, Denton County, Texas; and WHEREAS, the City of Denton was not made aware of the application for permit until April 6, 2021 and the public comment period closed with the conclusion of the Public Hearing scheduled to begin at 6 p.m. on April 7; and WHEREAS, the proposed site of the Concrete Batch Plant is located approximately 400 feet from a Greenbelt Corridor created and supported by the City of Denton in conjunction with the City of Dallas, the Army Corps of Engineers, and Texas Parks and Wildlife; and WHEREAS, at a cost of more than $10,000,000.00, the Greenbelt Corridor represents a substantial investment of time and money by the City of Denton and its partners in preserving and protecting this ecologically important and unique upland and riparian habitat area; and WHEREAS, the Greenbelt Corridor was sited in this location to protect the water quality of the Elm Fork of the Trinity River segment, which conveys water for the cities of Denton and Dallas from Lake Ray Roberts to Lake Lewisville, our community’s sole water supply; and WHEREAS, the location of a concrete batch plant in this area poses a hazard to the riparian flora and fauna living in the nearby stream segment and to the water quality throughout the watershed; and 368 WHEREAS, the City of Denton has profound concerns regarding the impact of the proposed facility on nearby environmentally sensitive areas; NOW, THERFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City Council of the City of Denton adopts and incorporates the above referenced findings in this resolution. SECTION 2 The City Council of the City of Denton expresses opposition to the application by Platas Concrete, Inc. for Texas Commission on Environmental Quality Air Quality Standard Permit, Registration 163864. SECTION 3. The City Council of the City of Denton and directs such opposition be delivered and registered with the TCEQ and requests that the application be denied. SECTION 4. This resolution shall become effective immediately upon its passage and approval. The motion to approve this resolution was made by __________________________ and seconded by _________________________________. The resolution was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent 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: 369 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: 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: 2021.04.09 16:58:21 -05'00' 370 Platas Concrete Inc. TCEQ Air Quality Permit Resolution Council Presentation Deborah Viera-Environmental Services Apr. 13, 2021 1 ID 21-724 371 Platas Concrete Batch Plan •East of Greenbelt, adjacent to exiting Redi-Mix plant (2002) •FEMA 100-yr floodplain •Public meeting TCEQ air quality permit (April 7th) •Prevention of degradation of natural areas, Elm Fork, and Denton drinking water resources. •Resolution to formalize opposition •Letters of opposition from State Representatives and City of Aubrey ID 21-724 2 372 Recommendation •Approve resolution stating opposition to the Platas Concrete air quality standard permit, registration 163864. ID 21-724 3 373 Questions? ID 21-724 374