HomeMy WebLinkAbout2021-05-25 Agenda and BackupCity Council
City of Denton
Meeting Agenda
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Council Work Session Room2:00 PMTuesday, May 25, 2021
WORK SESSION BEGINS AT 2:00 P.M. IN THE COUNCIL WORK SESSION ROOM
CITY COUNCIL CONSIDERATION OF THE CONSENT AGENDA AND ITEMS FOR
INDIVIDUAL CONSIDERATION WILL BEGIN IMMEDIATELY FOLLOWING THE CLOSED
MEETING IN THE COUNCIL WORK SESSION ROOM
Note: Mayor Gerard Hudspeth, Mayor Pro Tem Paul Meltzer, and Council Members Vicki Byrd, Brian
Beck, Jesse Davis, Alison Maguire, and Deb Armintor 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 May 25, 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 May 21, the agenda was posted online at
www.cityofdenton.com/publicmeetings. Once the agenda is posted, a link to the Virtual White Card, an
online form, will be made available under the main heading on the webpage. Within this form, citizens may
indicate support or opposition and submit a brief comment about a specific agenda item. Comments may
be submitted up until the start of the meeting, at which time, the Virtual White Card form will be closed.
Similar to when a citizen submits a white card to indicate their position on the item, these comment forms
will be sent directly to City Council members and recorded by the City Secretary.
City Council Members review comments received in advance of the meeting and take that public input into
consideration prior to voting on an agenda item. The Mayor will announce the number of Comment Cards
submitted in support or opposition to an item during the public comment period. Comments will not be
read during the meeting. The City Secretary will reflect the number of comments submitted in
favor/opposition to an item, the registrant’s name, address, and (summary of) comments within the Minutes
of the Meeting, as applicable.
OR
• By phone – Citizens wishing to speak over the phone during this Council meeting, may call (940)
349-7800 beginning 30 minutes prior to the meeting start time. Comments by phone will be accepted until
the item is opened for discussion by the Council. When the call is initially received, a staff member will
receive the caller’s information and either: 1) offer to call the citizen back when it is time for them to speak,
or 2) record the caller’s information, support or opposition, and comment. If the caller chooses to record
their support or opposition, rather than speaking during the meeting, the Mayor will announce the number
of comments submitted in support or opposition to the item. If the caller wishes to receive a call back, the
voice of each caller will be broadcast into the meeting during the public commenting time of their desired
agenda item. Individuals will be able to comment once per agenda item, no matter the method.
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May 25, 2021City Council Meeting Agenda
• At regular meetings only, citizens can speak on any topic that is not on the agenda (Open Microphone).
Alert the call taker if you wish to speak under the Open Microphone category. If you would like to give a
public report, see the information below.
After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a
Work Session on Tuesday, May 25, 2021, at 2:00 p.m. in the Council Work Session Room at City Hall, 215
E. McKinney Street, Denton, Texas at which the following items will be considered:
WORK SESSION
1. Citizen Comments on Consent Agenda Items
This section of the agenda allows citizens to speak on any item listed on the Consent Agenda prior to its
consideration. Each speaker will be given a total of three (3) minutes to address any item(s). Any person
who wishes to address the City Council regarding these items may do so by utilizing the "By Phone"
registration process as referenced under the REGISTRATION GUIDELINES FOR ADDRESSING THE
CITY COUNCIL detailed at the beginning of this agenda. Registration is required prior to the time the City
Council considers this item. Registrants may call in and remain on hold or receive a call back at the time the
Work Session is called to Order and are encouraged to ensure they remain accessible to accept the call.
2. Requests for clarification of agenda items listed on this agenda.
3. Work Session Reports
Receive a report, hold a discussion, and give staff direction regarding a summary of prior
and current federal funding related to COVID-19, an overview of the federal American
Rescue Plan (ARP) Act of 2021, and a discussion for recommended goals and proposed
uses for ARP funds received by the City of Denton.
ID 21-926A.
Receive a report, hold a discussion, and give staff direction regarding the role of City
Council Committees, membership to subcommittees and other internal/external groups,
and their associated nomination/appointment processes.
ID 21-866B.
Receive a report, hold a discussion, and give staff direction on a policy regarding
qualifying expenses for tax exemption of historic sites.
ID 21-442C.
Receive a report, hold a discussion, and give staff direction on pending City Council
requests for:
(1)Work session regarding the one-minute pitch process.
(2) Work session to discuss using ranked-choice voting for officers of Council,
Committee, Commissions, and Boards.
(3) A work session on a City initiative to increase COVID vaccine access.
ID 21-437D.
Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider
specific item(s) when these items are listed below under the Closed Meeting section of this agenda. The City
Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent
with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law.
1. Closed Meeting:
Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under ID 21-1046A.
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May 25, 2021City Council Meeting Agenda
Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas
Government Code, Section 551.071.
Receive a presentation from staff regarding public power competitive and financial matters
about the risks of wholesale energy supply and risk management plans, hedge plans, and
strategies as each relates to the DME electric power and gas portfolio; discuss,
deliberate, and provide direction to staff regarding the same. Consultation with the City’s
attorneys regarding legal issues associated with the above matters where a public
discussion of these legal matters would conflict with the duty of the City’s attorneys to the
City of Denton and the Denton City Council under the Texas Disciplinary Rules of
Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal
position in any administrative proceeding or potential litigation.
Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under
Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas
Government Code, Section 551.071.
Receive a presentation from staff regarding public power competitive and financial matters
about the delivery of power, wholesale energy supply and risk management plans, hedge
plans, and strategies as each relates to the DME electric power and gas portfolio and to
the February winter storm; discuss, deliberate, and provide direction to staff regarding the
same. Consultation with the City’s attorneys regarding legal issues, legal status, legal
analysis, and legal strategy associated with the above matters and pending and potential
litigation, including release of related confidential information, where a public discussion of
these legal matters would conflict with the duty of the City’s attorneys to the City of
Denton and the Denton City Council under the Texas Disciplinary Rules of Professional
Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any
administrative proceeding or potential litigation.
ID 21-1047B.
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
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May 25, 2021City Council Meeting 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 – F). This listing is provided on the Consent Agenda to allow Council Members
to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, the Consent
Agenda Items will be approved with one motion. If items are pulled for separate discussion, they may be
considered as the first items following approval of the Consent Agenda.
Consider approval of the minutes of May 11, 2021.ID 21-974A.
Consider adoption of an ordinance of the City of Denton granting the Denton Juneteenth
Celebration Committee a noise exception pursuant to Section 17-20 of the City of
Denton Code of Ordinances for the Denton Juneteenth Celebration, which will be held on
Friday, June 18 through Saturday, June 19, 2021, at Fred Moore Park; granting an
increase in sound levels from 70 to 75 dba and a variance in hours of operation for
amplified sound levels for an outdoor event; and providing an effective date.
ID 21-792B.
Consider adoption of an ordinance of the City of Denton approving a City
co-sponsorship to the Denton Juneteenth Celebration Committee in an amount not to
exceed $26,525.00 of in-kind services and resources for the Denton Juneteenth
Celebration, which will be held on Friday, June 18 through Saturday, June 19, 2021, at
the Fred Moore Park; and providing an effective date.
ID 21-812C.
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
Change Healthcare Technology Enabled Services, LLC, for the preparation and submittal
of the Texas Ambulance Supplemental Payment Program reimbursement for the Fire
Department; providing for the expenditure of funds therefor; and providing an effective
date (RFP 7521 - awarded to Change Healthcare Technology Enabled Services, LLC,
for a three (3) year, with the option for two (2) additional one (1) year extensions, in the
total five (5) year not-to-exceed amount of $180,000.00).
ID 21-956D.
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
Hart Halsey, LLC dba Extra Duty Solutions, for Public Safety Off-Duty Management
Software for the Police Department; providing for the expenditure of funds therefor; and
providing an effective date (RFP 7597 - awarded to Hart Halsey, LLC dba Extra Duty
Solutions, for one (1) year, with the option for four (4) additional one (1) year extensions,
in the total five (5) year term).
ID 21-957E.
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
Russ Bassett Corporation, through the Houston-Galveston Area Council of Governments
(H-GAC) Cooperative Purchasing Program Contract Number EC07-20 - 9-1-1
ID 21-968F.
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May 25, 2021City Council Meeting Agenda
Equipment & Services, for the purchase and installation of eighteen (18) 9-1-1 Public
Safety Answering Point (PSAP) Consoles for Public Safety Communications/Technology
Services Department; providing for the expenditure of funds therefor; and providing an
effective date (File 7685 - awarded to Russ Basset Corporation, in the not-to-exceed
amount of $403,022.55).
2. ITEMS FOR INDIVIDUAL CONSIDERATION
Consider adoption of an ordinance of the City Council of the City of Denton repealing
Ordinance No. 20-420; approving the 2021 Denton Municipal Electric - Energy Risk
Management Policy; delegating authority as provided in the 2021 ERMP; authorizing and
approving the subsequent execution of such other ancillary and related documents,
including, without limitation, contracts, nominations, certificates, assignments, licenses,
directions, instruments, confirmations, orders, and statements as are authorized by the
2021 ERMP, which are incident to or related thereto; confirming that the City of Denton,
its Mayor, its City Council members, its City Manager, or designees, its City Attorney, or
designees, and its City Secretary, or designees, are authorized to perform such acts and
obligations as are reasonably required to consummate those future transactions which are
provided for and authorized by the 2021 ERMP; finding that the purchase of electricity,
natural gas, and related commodities and instruments are exempt from the requirements of
competitive bidding; finding that the purchase of electric energy, natural gas and related
commodities and instruments made by the city under the terms of the 2021 ERMP are in
the public welfare of the citizens and electric ratepayers of the city; authorizing the
expenditure of funds therefor; and, providing an effective date.
ID 21-765A.
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 public works
contract with Mountain Cascade of Texas, LLC, for the construction of the Hickory
Creek Interceptor, Phase I and II Project; providing for the expenditure of funds therefor;
and providing an effective date (IFB 7252 - awarded to Mountain Cascade of Texas,
LLC, in the not-to-exceed amount of $7,534,784.25).
ID 21-953B.
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
Viking Construction, Inc., for Micro Surfacing Services for the Streets Department;
providing for the expenditure of funds therefor; and providing an effective date (RFP
7619 - awarded to Viking Construction, Inc., for one (1) year, with the option for three
(3) additional one (1) year extensions, in the total four (4) year not-to-exceed amount of
$4,400,000.00).
ID 21-955C.
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the City Manager, or their designee, to authorize the spend for an
insurance binder to Archer Contingent Energy Risk, LLC, for forced outage insurance of
the Denton Energy Center for the Summer of 2021; providing for the expenditure of funds
therefor; and providing an effective date (RFP 7686 - authorizing the spend for Power
Plant Forced Outage Insurance Coverage or Products and awarding such insurance
binder to Archer Contingent Energy Risk, LLC, in the Summer 2021 not-to-exceed
ID 21-970D.
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May 25, 2021City Council Meeting Agenda
amount of $975,000.00).
Consider approval of a resolution of the City of Denton, Texas approving an application
for a partial tax exemption of designated historic sites, in accordance with Chapter 10,
Article VI, Sections 10-126 through 10-129 of the Denton Municipal Code of
Ordinances, for a Local Historic Landmark, located at 1003 West Oak Street in the
Oak-Hickory Historic District (OHH), generally located on the south side of West Oak
Street, between Denton Street and Welch Street; providing for severability; and providing
an effective date. (HL21-0001a, 1003 W Oak Street - Tax Exemption, Cameron
Robertson)
HL21-0001aE.
Consider approval of a resolution confirming City Council’s prior policy direction on
public meetings strategy and transition back to in-person meetings.
ID 21-1055F.
Consider adoption of an ordinance of the City of Denton repealing and replacing City of
Denton Code of Ordinances Section 2-29 (City Council Rules of Procedure); providing
for a severability clause; providing for codification; and providing for an effective date.
ID 21-1022G.
Consider nominations/appointments to the City’s Boards, Commissions, and Committees:
Planning & Zoning Commission.
ID 21-975H.
Consider appointments to City Council Committees, Development Code Review
Committee, Dallas Regional Mobility Coalition, Discover Denton Advisory Board, Lake
Ray Roberts P&Z Commission, and Denton County Leadership Teams (Behavioral
Health, Homelessness, and Workforce Success).
ID 21-1009I.
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 May 21, 2021, in advance of the 72-hour posting deadline, as
applicable, and in accordance with Chapter 551 of the Texas Government Code.
__________________________________________
CITY SECRETARY
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May 25, 2021City Council Meeting Agenda
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.
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-926,Version:1
AGENDA CAPTION
Receive a report, hold a discussion, and give staff direction regarding a summary of prior and current federal
funding related to COVID-19, an overview of the federal American Rescue Plan (ARP) Act of 2021, and a
discussion for recommended goals and proposed uses for ARP funds received by the City of Denton.
City of Denton Printed on 5/21/2021Page 1 of 1
powered by Legistar™8
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Finance
ACM/CFO: David Gaines
DATE: May 25, 2021
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding a summary of prior and current federal
funding related to COVID-19, an overview of the federal American Rescue Plan (ARP) Act of 2021, and a
discussion for recommended goals and proposed uses for ARP funds received by the City of Denton.
BACKGROUND
Beginning in December 2019, a novel coronavirus (COVID-19) spread throughout the world and was
declared a global pandemic by the World Health Organization. Over the last year, the federal government
has approved relief programs aimed at supporting efforts in response to COVID-19. Through the
Coronavirus Aid, Relief, and. Economic Security Act (CARES), the City received $7.4 million in funding
to address housing support, public safety expenses, and capital needs. An additional $412,869 in relief
funding has been received by the Fire, Police, Library, and Airport Departments specific to their operations.
On March 11, 2021, the ARP was signed into law providing $1.9 trillion in funding for relief from the
COVID-19 public health emergency and its economic impacts. Included is funding for small business and
aid to households that will be administered by federal agencies as well as $350 billion for State, local, and
Tribal governments. The City of Denton’s allocation under the Act is $26.22 million and Denton County
will receive $170.07 million.
Eligible uses of funding are outlined in four categories:
1. To respond to the public health emergency or its negative economic impacts, including assistance
to households, small businesses, and nonprofits, or aid to impacted industries such as tourism, travel,
and hospitality;
2. To respond to workers performing essential work during the COVID-19 public health emergency
by providing premium pay to eligible workers;
3. For the provision of government services to the extent of the reduction in revenue due to the
COVID–19 public health emergency relative to revenues collected in the most recent full fiscal year
prior to the emergency; and
4. To make necessary investments in water, sewer, or broadband infrastructure.
Funds will be distributed by the U.S. Treasury Department in two “tranches”. In the first tranche, 50% of
funds will be delivered with the remaining 50% delivered in the second tranche no later than 12 months
from the first payment. Funds can be used to cover costs incurred beginning March 3, 2021. All cost must
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
9
be incurred or obligated by December 31, 2024. The period of performance will run until December 31,
2026, at which time all projects must be completed.
The required request and documentation for funding was submitted on May 18, 2021. The Treasury
Department has 60 days to review and deliver funding.
RECOMMENDATION
Staff has identified projects eligible under the categories outlined by the Treasury Department. City Council
feedback is sought on further prioritization and recommendation of projects allowed under the ARP
guidelines.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Presentation
Exhibit 3 – ARP State and Local Fiscal Recovery Funds Information Sheet
Exhibit 4 – Coronavirus State and Local Fiscal Relief Fund Interim Final Guidance
Respectfully submitted:
Cassey Ogden
Director of Finance
Prepared by:
Laura Behrens
Grant Administrator
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Work Session
American Rescue Plan (ARP) Act
May 25, 2021
1ID#21-926, May 25, 2021
11
Today’s Discussion
•Overview of American Rescue Plan (ARP) Act of 2021
•Funding Available to City of Denton
•Funding Guidelines and Parameters
•Goals for Use of ARP Funds
•Proposed Use of ARP Funds
•Next Steps
2ID#21-926, May 25, 2021
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Background –Federal Response
•Coronavirus Aid, Relief, and Economic Security (CARES Act) -enacted March 27, 2020
•$2 trillion rescue package
•Established Coronavirus Relief Fund for states and local governments; provided direct funding to local governments with populations over 500,000
•Coronavirus Response and Relief Supplemental Appropriations Act (CRRSA) –enacted Dec. 27, 2020
•$907 billion pandemic relief bill
•No direct local government assistance
•American Rescue Plan Act of 2021 (ARP) –enacted March 11, 2021
•$1.9 trillion pandemic relief bill
•Authorized $350 Billion in state and local government fiscal assistance; by direct formula allocation to state, CDBG entitlement cities, and counties
3ID#21-926, May 25, 2021
13
Estimated Direct Aid to Denton & Denton
County
•City of Denton
•Local Fiscal Assistance: $23.29 million in two “tranches”
•50% delivered within 60 days of May 18
•50% delivered no later than 1 year after May 18
•HOME Funding: $1,763,622
•Tenant-based rental assistance, housing support, certain shelter activities
•Denton County
•Local Fiscal Assistance: $172.07 million
•Emergency Rental Assistance: $18.25 million
4ID#21-926, May 25, 2021
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Other Assistance
Administered by Federal Agencies
5ID#21-926, May 25, 2021
Small Business Assistance
•Restaurant Revitalization Fund Grants $25B
•Shuttered Venue Grants $16.125B
•Paycheck Protection Program $7.25B
•Economic Injury Disaster Loan $15B
•Airport Concessions $800M
Aid to Households
•Child Tax Credit Expansion
•Earned Income Tax Credit (EITC) Expansion
•Child Care & Dependent Tax Credit
Expansion
•Increased Affordable Care Act (ACA)
Subsidies
•Nutrition Assistance
•Emergency Broadband Benefit Program
•FEMA Funeral Assistance
15
ARP vs. CARES Act
CARES -CRF
9 months to spend
Funds released at once
Revenue replacement not allowed
ARP
3+ years to spend
Funds released in two tranches
Revenue replacement allowed
6ID#21-926, May 25, 2021
16
CARES Act Funding Summary
7
Category Amount
Housing Support $803,358
COVID-19 Mitigation (Public Safety)$5,730,667
Capital Expenses $1,085,730
Total $7,619,755
•The City received $7.6 million in CARES Act funding in response to the COVID-19
pandemic through Denton County.
•As of December 31, 2020, the City has expensed 100% of the CARES Act Funds and filed the required reports with Denton County.
ID#21-926, May 25, 2021
•The City has received an additional $412,869 in funding related to the COVID-19 pandemic from State agencies.
Administration of these funds is on-going.
17
Program Agencies Status Amount
Eviction Prevention Administered through Denton County to UWDC/Nonprofits Closed $4,400,000
Texas Emergency Rental Assistance Administered through City to UWDC Closed $187,000
Emergency Solution Grant Round 1 Administered through City to Nonprofits Open $1,425,000
Emergency Solution Grant Round 2 Administered through UWDC to Nonprofits Open $2,560,000
Emergency Rental Assistance Administered through Denton County to UWDC/Nonprofits Open $23,000,000
Total $31,572,000
8
Additional Aid to Households
Program Agencies Amount
Emergency Rental Assistance Round 2 Administered through Denton County to UWDC/Nonprofits $18,250,000
Emergency Housing Vouchers (40)Denton County Housing Authority -
Total $18,250,000+
Rent and Utility Assistance –ARP, 2021
Rent and Utility Assistance –CARES Act, 2020 & CAA, 2021
ID#21-926, May 25, 2021
The State of Texas, through Texas Department of Housing & Community Affairs (TDHCA), will have a Homeowners Assistance Program in the amount of $842,214,006.
18
9ID#21-926, May 25, 2021
19
ARP Funding Parameters
10ID#21-926, May 25, 2021
•Respond to COVID-19 or its Economic Impacts
•Programs and projects must respond to negative impacts of COVID-19
pandemic, per Treasury guidance.
•Replace Revenue lost due to COVID-19
•Revenue shortfalls across general revenue streams, not one particular
activity (excludes utility revenue)
•Replace lost HOT Funding revenue may be eligible
•Provide Premium Pay to Eligible Essential Workers
•Invest in Water, Sewer, Storm water and Broadband Infrastructure
•Treasury to issue additional guidance
20
Goals for Use of ARP Funding
•Prioritize funding for existing programs
•Avoid an ongoing financial commitment beyond available funding
Create Sustainable
Solutions
•Focus on solutions that have immediate impact
•Target individuals and/or specific economic sectors
Address Immediate
Needs
•Partner with organizations to leverage funding and expertise
•Consider one-time projects with high or ongoing positive impacts
Achieve Long-Term
Benefits
11ID#21-926, May 25, 2021
21
Potential Use of ARP Funding
Potential Projects*ARP Category Fiscal Year One-time or
Reoccurring Costs Estimated Funding
Day Center & Overnight Shelter (Loop 288 Building)Support Public Health Resources FY 2022 One-time $5,000,000
Vaccine Clinic Support Support Public Health Resources FY 2022 One-time $500,000
Temporary Alternative Shelter Support Public Health Resources FY 2022 One-time $500,000
Behavioral Healthcare Services (grant program)Support Public Health Resources FY 2022 One-time $500,000
Emergency Management Program Manager Support Public Health Resources FY 2022 Reoccurring $120,000
Public Communication Software (Code Red replacement)Support Public Health Resources FY 2022 Reoccurring $70,000
Non-Profit Capacity Support (grant program)Address Negative Economic Impacts FY 2022 One-time $500,000
Lease & Rent Relief for Small Businesses (grant program)Address Negative Economic Impacts FY 2022 One-time $2,000,000
Business building health improvements (grant program)Address Negative Economic Impacts FY 2022 One-time $500,000
Arts/Music/Cultural Business Grant Program Address Negative Economic Impacts FY 2022 One-time $500,000
HOT Fund Revenue Replacement Address Negative Economic Impacts FY 2022 One-time $1,000,000
Pecan Creek Phase 3 & 4 Water & Sewer Infrastructure FY 2022 & 2023 One-time $20,300,000
Elm & Locust Street (Water/WW/Drainage)Water, Sewer & Storm Water Infrastructure FY 2022 & 2023 One-time $20,200,000
Storm water Master Plan Storm Water Infrastructure FY 2022 One-time $500,000
Sedimentation Basin Improvement (LLWTP)Water & Sewer Infrastructure FY 2022 One-time $2,700,000
Disinfection System Modifications (LRRWTP)Water & Sewer Infrastructure FY 2022 One-time $5,000,000
12
*Subject to project eligibility
ID#21-926, May 25, 2021
22
Considerations
•Coordinate with Denton County to avoid duplicating programs
•Waiting on County’s program plan
•Budget amendment required for appropriation authority
•Program administration expenses associated with administering
grant programs
•Gather public input on community priorities and needs.
•Staff plans to bring final recommendations to Council in June.
13ID#21-926, May 25, 2021
23
Questions?
14ID#21-926, May 25, 2021
24
American Rescue Plan Act of 2021
Coronavirus State and Local Fiscal Recovery Funds Fact Sheet
Summary
The American Rescue Plan Act of 2021 creates new Coronavirus State and Local Fiscal
Recovery Funds to keep first responders, frontline health workers, teachers, and other providers
of vital services safely on the job as states, local governments, Tribes, and territories roll out
vaccines and fight to rebuild Main Street economies. Funds are available until December 31,
2024.
Now that the legislation has been cleared by Congress, all matters of execution—including
allocations of funding, regulations prescribing eligible uses of payments, and resolving matters
of statutory ambiguity—will be determined by the guidance and regulations promulgated by the
Secretary of the Treasury, which will be determinative.
What follows is a summary of the key aspects of the recovery funds, and describes the intent of
the legislation, along with a preliminary understanding of how the Treasury will execute the
proposals.
• States and the District of Columbia: $195.3 billion
o $25.5 billion will be equally divided.
o $755 million will be allocated to make the District of Columbia whole after it did
not receive a fair allocation under the CARES Act.
o The remaining funds will be distributed based on the share of total unemployed
workers.
o If a state’s combined state and local funding total is less than what they received
under the CARES Act, the difference will be allocated to the state (this guarantees
a minimum of $1.25 billion for each state).
o To the extent practicable, states and the District of Columbia will receive
allocations from the Department of Treasury (Treasury) within 60 days of
submitting a Certification of Need.
o If Treasury decides that a payment to a State requires additional justification, the
Secretary could choose to withhold up to 50% of the allocation to each state for
up to 12 months from the date the certification of need is received. Such a
withholding would not be required, and if the State submits a second certification
of need, the Secretary would be required to release the withheld amount by the
12-month deadline.
• Local governments: $130.2 billion divided evenly between cities and counties
o $65.1 billion will be allocated to metropolitan cities.
o $45.57 billion will be allocated to municipalities with populations of generally
at least 50,000 using a modified Community Development Block Grant
formula and sent directly from Treasury to the city.
25
o $19.53 billion will be allocated to municipalities with populations of generally
fewer than 50,000 in states and territories, with allocations capped at 75% of
the locality’s most recent budget as of January 27, 2020. Funds will be sent to
the state to distribute to the local community based on population within 30
days of receipt unless an extension is granted. Even if granted an extension,
States must distribute the funds to the local community not later than 120 days
after they receive this funding for distribution or face monetary penalty, and
cannot change the allocations or impose additional requirements.
o $65.1 billion will be allocated to counties based on population and sent directly from
the Department of Treasury to the counties.
o Funding will be distributed by Treasury in two tranches—one within 60 days of
enactment to the extent practicable, and the second one year after the disbursement of
the first tranche.
• Territories: $4.5 billion
o $2.25 billion will be divided equally.
o $2.25 billion will be allocated based on population.
o To the extent practicable, territories will receive allocations from Treasury within
60 days of submitting a Certification of Need.
o If Treasury decides that a payment to a territory requires additional justification,
the Secretary could choose to withhold up to 50% of the allocation to the territory
for up to 12 months from the date the certification of need is received. Such a
withholding would not be required, and if the Territory submits a second
certification of need, the Secretary would be required to release the withheld
amount.
• Tribes: $20 billion to federally recognized Tribal governments.
o $1 billion will be divided equally.
o $19 billion will be divided as determined by Treasury, which is expected to
engage in Tribal consultation and to make use of data previously collected from
Tribes to improve the distribution formula used in the CARES Act.
o To the extent practicable, funding will be distributed by Treasury within 60 days
of enactment.
In addition to these Funds, the law creates a new $10 billion Coronavirus Capital Projects
Fund for “critical capital projects directly enabling work, education, and health monitoring,
including remote options, in response to the public health emergency with respect to the
Coronavirus Disease.” To implement this Fund, Treasury is required to establish a process of
applying for grants within 60 days of enactment. The Fund will provide:
• $100 million for each state, the District of Columbia, and Puerto Rico;
• $100 million split equally between the Virgin Islands, Guam, American Samoa, the
Northern Mariana Islands, the Marshall Islands, Micronesia, and Palau;
26
• $100 million split equally between Tribal governments and Hawaii, with each receiving a
minimum of $50,000; and
• The remaining $4.7 billion will be distributed to states, the District of Columbia, and
Puerto Rico as follows:
o 50% based on population
o 25% based on rural population
o 25% based on household income that is below 150% of the poverty line
The law also creates an additional $2 billion Local Assistance and Tribal Consistency Fund
that will allocate $750 million to eligible revenue sharing counties (defined to include the
District of Columbia, Puerto Rico, Guam, and the Virgin Islands) and $250 million to eligible
Tribes for any government purpose other than lobbying. These funds will be distributed based
on economic conditions of the recipient entities in fiscal years 2022 (beginning October 1, 2021)
and 2023 (beginning October 1, 2022). Among other things, this fund is intended to assist
counties currently reliant on the Payment in Lieu of Taxes (PILT) and Secure Rural Schools
(SRS) programs, among other revenue sharing programs, but based on their real economic
conditions rather than historic payments.
27
Frequently Asked Questions
How can recipient governments use relief allocations from the State and Local Fiscal
Recovery Funds?
The Department of Treasury will issue guidance detailing its interpretation and implementation
of eligible uses, but the statutory language specifically authorizes use of the funds. Each of the
following is a separate allowable use of the funds for the recipient:
• To respond to the pandemic or its negative economic impacts, including assistance to
households, small businesses, and nonprofits, or aid to impacted industries such as
tourism, travel, and hospitality;
• For premium pay to eligible workers performing essential work (as determined by each
recipient government) during the pandemic, providing up to $13 per hour above regular
wages;
• For the provision of government services to the extent of the reduction in revenue due to
the pandemic (relative to revenues collected in the most recent full fiscal year prior to the
emergency);
• To make necessary investments in water, sewer, or broadband infrastructure;
In addition, a recipient may transfer its allocation to a private nonprofit organization, Tribal
organization, public benefit corporation involved in the transportation of passengers or cargo, or
special-purpose unit of State or local government, if the recipient government so chooses. The
recipient entity would need to use the funds consistent with the purposes listed above.
The recipient government must send Treasury periodic reports with a detailed accounting of the
uses of the funds (States and territories must also provide all modifications to tax revenue
sources since March 3, 2020).
The language explicitly prohibits funds from being deposited into a pension fund.
States and territories are also prohibited from using the funds to offset, either directly or
indirectly, a tax cut made since March 3, 2021.
While the State and Local Fiscal Recovery Fund eligible uses are broader than those of the
CARES Act Coronavirus Relief Fund, guidance previously released for the Coronavirus Relief
Fund may provide insight into how Treasury may interpret and implement these American
Rescue Plan provisions.
How will state and local governments receive the relief allocations?
States and territories will receive their allocations within 60 days of submitting to Treasury a
certification signed by an authorized officer that the funds are needed to respond to the pandemic
and will be used in compliance with the eligible uses. If Treasury decides that a payment to a
state requires additional justification, the Secretary could choose to withhold up to 50% of the
allocation to each state and territory for up to 12 months from the date the certification of need is
28
received. Such a withholding would not be required, and if the state or territory submits a
second certification of need, the Secretary would be required to release the withheld amount by
the 12-month deadline.
Funding for counties, metropolitan cities, and nonentitlement units of local government
(generally those under 50,000 inhabitants) will be separated into two tranches. To the extent
practicable, Treasury is required to send out the first tranche (equal to 50% of the recipient’s
allocation) within 60 days of enactment, and the second tranche (the remaining 50%) not earlier
than one year after the first disbursement. Counties, metropolitan cities, and nonentitlement
units of local government are not required to submit a signed certification of need to Treasury.
Because it could take a full year for Treasury to calculate and disburse the allocations for
nonentitlement units of local government, Treasury is instead required to send the amounts
intended for those recipients to each state (including territories) within 60 days. States and
territories would then have 30 days to disburse the funds to the nonentitlements based on
population. Because of the potential administrative burden of evaluating the eligibility for all of
these smaller localities, a state could, if necessary, ask Treasury for up to three extensions for
distributing one or more of those allocations. The state or territory would need to justify why the
extension is warranted, and would have no authority to change the amount of, or attach
additional requirements to, the payments allocated to the intended local government recipients.
Why have the allocations on the estimates spreadsheet changed over time?
• States: The bill was amended in the Senate to replace the minimum base payment to
states of $500 million with a total state- and local-level combined allocation equal to
what the states received under the CARES Act, guaranteeing a minimum of $1.25 billion
for each state.
• Counties:
o A correction was made to an error in the way the CDBG allocations were
weighted across counties. This resulted in a greater number of urban counties
receiving the CDBG markup (up to 14, from 11 previously) and a subsequent
reduction in the amounts received by other counties.
o A correction was made to a data sorting error that resulted in the wrong
population inputs being used for roughly 3% of all counties.
• Metropolitan Cities:
o A correction was made for an error in the way the CDBG allocations were
weighted across metro cities. This resulted in increases in the projected assistance
to each metropolitan city by about 9%.
o Eligible metropolitan cities that did not receive a FY2020 CDBG award and were
therefore left off initial runs were manually identified and added when possible.
• Nonentitlement Units of Local Government: The estimates gained more precision over
time based on updates to how Treasury will calculate the nonentitlement allocation for
each state, as well as a change to the definition of “nonentitlement unit of local
government” to more accurately cover active local governments performing the functions
of municipalities, as had been the intent. For example, the prior definition would have
inadvertently made non-governmental entities eligible for allocations, which while
29
appropriate for the CDBG program, was not the policy intent of the state and local
funding in the American Rescue Plan.
What will cause final allocations to differ from the estimates spreadsheet?
• Interpretation and implementation decisions by the Department of Treasury, including the
possibility of using the FY2021 CDBG formula for metro cities or 2020 population data
for counties and nonentitlements (that data was not available at the time that the
Congressional Research Service’s preliminary estimates were calculated).
• The cap on nonentitlement allocations at 75% of the entity’s most recent budget as of
January 27, 2020. Congressional Research Service analysts do not have local budget
information sufficient to calculate this cap, so it is not reflected in the estimates.
• Redistribution of funds from inactive counties to the local governments within the
county.
• Potential addition of eligible metro cities that did not receive a FY2020 CDBG award and
were therefore not included on the spreadsheet.
• Projected amounts for nonentitlements may be divided between more than one
nonentitlement government to the extent that eligible nonentitlement governments have
overlapping populations (for example, residents of a village government and town
government in New York). In cases where an eligible government does not appear on
this list but another government representing some or all of its population is listed, the
total estimate provided represents all of the nonentitlement funding attributable to the
government’s underlying population. Treasury guidance on how to distribute amounts
for overlapping government will be determinative.
What if a city, town, village, or township is not included on the estimates spreadsheet?
The updated spreadsheet is not a comprehensive list of eligible nonentitlement units of local
government; rather, it uses publicly available data to estimate how Treasury might interpret the
law.
The legislation defines “nonentitlement unit of local government” as either:
(1) Any “municipality” (as defined by the Census) that is a city, county, town, township,
parish, village, or other general purpose political subdivision of a State; Guam, the
Northern Mariana Islands, the Virgin Islands, and American Samoa, or a general purpose
political subdivision thereof; a combination of such political subdivisions that, except as
provided in section 5306(d)(4) of this title, is recognized by the Secretary; and the
District of Columbia.
or,
(2) any non-municipality (as defined by the Census) that is a town or township and which:
(i) possesses powers and performs functions comparable to these associated with
municipalities,
30
(ii) is closely settled, and
(iii) contains within its boundaries no incorporated places as defined by the United
States Bureau of the Census which have not entered into cooperation agreements
with such town or township to undertake or to assist in the undertaking of
essential community development and housing assistance activities.
The Treasury Department will determine how this will be interpreted and implemented.
In cases where an eligible government does not appear on this list but another government
representing some or all of its population is listed, the total estimate provided represents all of
the nonentitlement funding attributable to the government’s underlying population. Treasury
will determine how such amounts are divided among such overlapping units of government.
What about cases where a local government appears more than once?
The legislation provides for funding to cities (including both metro cities and nonentitlements)
and counties to be separate and distinct. In cases where cities are also incorporated as counties,
those governments should expect to receive funding both as a city and as a county.
However, any case where a local government is listed once as a city – either as both a metro city
and a nonentitlement government, or twice as a nonentitlement government – is likely the
product of error inherent in the estimating process. For any government that is listed as both a
metro city and a nonentitlement government, the metro city estimate is likely to be more
accurate. In cases where a government is listed more than once as a nonentitlement, any
duplication should be ignored and the estimate should only be counted once, keeping in mind
that some states have governments with identical names in different counties.
31
Coronavirus State & Local Fiscal Relief Fund
Interim Final Guidance
Main Web Site
https://home.treasury.gov/policy-issues/coronavirus/assistance-for-state-local-and-tribal-
governments/state-and-local-fiscal-recovery-funds
Application Portal
Local governments that are direct recipients of funding from the program – counties and
metropolitan cities (CDBG-entitlement cities) – should submit their application via the Treasury
Department application portal as soon as possible to ensure that they receive their first allocation
in a timely manner:
https://home.treasury.gov/policy-issues/coronavirus/assistance-for-state-local-and-tribal-
governments/state-and-local-fiscal-recovery-fund/request-funding.
Allocations
Treasury has posted allocations for states, counties, and metropolitan cities.
Treasury has not yet posted funding amounts for non-entitlement units of local government,
which will receive their funds as a sub-allocation from the state.
• Treasury expects to provide further guidance on distributions to non-entitlement units in
the coming days.
• Non-entitlement units of local government should note that the law requires states to
sub-allocate funds within 30 days of receipt.
Overview
The 134-page interim final rule provides detail on the scope of the seven eligible uses for the
funds that Congress included in the statute.
It also provides details on prohibited uses, outlines reporting requirements, and lists specific
questions that Treasury would like stakeholders to address in their comments.
• Responses to those specific questions and all other comments will be due 60 days after
the interim final rule is published in the Federal Register (probably sometime next week
so approximately on July 16, 2021.)
32
Coronavirus State & Local Fiscal Relief Fund
Interim Final Guidance
Page 2 of 10
At the broadest level, the interim final rule aims to provide state, tribal, and local governments
with “flexibility to determine how best to use payments from the Fiscal Recovery funds to meet
the needs of their communities and populations.”
• It goes on to state that “The interim final rule facilitates swift and effective
implementation by establishing a framework for determining the types of programs and
services that are eligible under the ARPA along with examples that state, tribal, and local
governments may consider.”
Public Health
This category is perhaps the clearest and most flexible of all the eligible uses of Fiscal Recovery
Funds, with the interim final rule stating that it “identifies a non-exclusive list of uses that address
the COVID-19 public health emergency.”
Eligible uses under this category include the following specific items.
COVID-19 Containment & Mitigation
• Vaccination programs
• Medical expenses
• Testing and contact tracing
• Isolation or quarantine
• PPE purchases
• Support for vulnerable population to access medical or public health services
• Public health surveillance
• Enforcement of public health orders
• Public communication efforts
• Enhancement of healthcare capacity, including alternative care facilities
• Support for prevention, mitigation, or other services in congregate facilities and schools
• Enhancement of public health data systems
• Capital investments in public facilities to meet pandemic operational needs
• Ventilation improvements in key settings such as healthcare facilities
Behavioral Healthcare Needs Exacerbated by the Pandemic
• Mental health treatment
• Substance misuse treatment
• Other behavioral health services
• Hotlines or warmlines
• Crisis intervention
• Services or outreach to promote access to health and social services
Public Health & Safety Staff
• Payroll and covered benefit expenses for public health, healthcare, human services, public
safety, and similar employees, to the extent that they work on COVID-19 response. (For
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Coronavirus State & Local Fiscal Relief Fund
Interim Final Guidance
Page 3 of 10
administrative convenience, the interim final rule allows recipients to consider such
employees as entirely devoted to responding to the pandemic.)
Address Disparities in Public Health Outcomes
• In recognition of the disproportionate impact of the pandemic on low-income
communities, the interim final rule presumes that certain types of services and programs
performed in Qualified Census Tracts are eligible, including community health workers,
public benefits navigators, housing services to support healthy living environments,
remediation of lead paint or other lead hazards, and evidence based community violence
intervention programs to mitigate the increase in violence during the pandemic.
Negative Economic Impacts
Eligible uses under this category include:
• Job training,
• Deposits into state unemployment insurance trust funds,
• Aid to households, facing negative economic impacts of the pandemic, including cash
transfer “proportional to negative economic impact” (food assistance, rent, mortgage, or
utility assistance, counseling and legal aid to prevent eviction or homelessness,
emergency burial assistance, home repairs, weatherization, internet access or digital
literacy assistance. (The interim guidance allows recipients to presume that a household
or population that experienced unemployment or food or housing insecurity or is low- or
moderate-income experienced negative economic impacts from the pandemic.),
• Expenses to improve the efficacy of economic relief programs,
• Loans or grants to small businesses and nonprofits to mitigate pandemic-related financial
hardship,
• Rehiring state, local, and tribal government staff, and
• Aid to impacted industries (travel, tourism, and hospitality) to respond to pandemic-
related economic impacts, including mitigation and infection prevention measures to
enable safe resumption of business.
In recognition of the disproportionate negative economic impacts on certain communities and
population, Treasury will presume that certain services are eligible uses, including:
• Building stronger communities through investments in housing and neighborhoods in
lower-income neighborhoods (homeless services, affordable housing development,
housing vouchers, housing counseling, housing navigation to assist with moves to higher
opportunity neighborhoods),
• Addressing educational disparities (enhanced early learning, assistance to high-poverty
school districts, evidence-based education services such as tutoring, summer, after school
and other extended learning, evidence-based practices to address social, emotional, and
mental health needs of students)
• Promoting healthy childhood environments (new or expanded childcare, home visiting
programs, enhanced child welfare services)
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Coronavirus State & Local Fiscal Relief Fund
Interim Final Guidance
Page 4 of 10
Premium Pay
The statute allows recipients to use funds to provide premium pay to eligible workers performing
essential work during the COVID-19 public health emergency or to provide grants to third parties
to provide premium pay of up to $13 per hour up to $25,000 to such workers.
The interim final rule defines eligible workers to include:
• Staff at nursing homes, hospitals, and home care settings,
• Workers at farms, food production facilities, grocery stores, and restaurants,
• Janitors and sanitation workers,
• Truck drivers, transit staff, and warehouse workers,
• Public health and safety staff,
• Childcare workers, educators, and other school staff, and
• Social services and human services staff.
The final rule allows the chief executive officer of each recipient to add additional sectors to the
above list. In addition, the final rule requires that any premium pay program prioritize lower
income workers that perform essential work by limiting premium pay to a threshold of 150% of
the state average annual wage for all occupations.
Revenue Loss
Per the statute, the interim final rule allows recipients to use funds to cover revenue loss due to
the pandemic, using the most recent fiscal year completed prior to the pandemic as a baseline.
The interim final rule allows recipients to calculate revenue loss by comparing actual revenue to
what would have been expected to occur absent the pandemic. Recipients can use their average
annual revenue growth rate over the three full years prior to the pandemic or 4.1% (the national
average of state and local government revenue growth over the three years prior to the
pandemic). For administrative convenience, the interim final rule presumes that any diminution
of actual revenue relative to the expected trend is due to the pandemic.
Recipients may immediately apply funds upon receipt to any 2020 revenue reduction and will
have the opportunity to recalculate revenue loss through the end of the program.
Local governments had hoped that Treasury would allow the calculation of revenue loss by
specific streams of revenue. However, the interim final rule requires recipients to calculate
revenue loss across all streams of revenue. It includes intergovernmental transfers between state
and local governments but excludes intergovernmental transfers from the federal government.
Water, Sewer & Broadband Infrastructure
On water and sewer, the interim final rule aligns use of the funds with those of the Drinking
Water and Clean Water State Revolving Loan Funds, including projects on privately owned
infrastructure.
• In response to local government requests, the interim final rule includes stormwater in
the broad definition of water and sewer infrastructure.
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Coronavirus State & Local Fiscal Relief Fund
Interim Final Guidance
Page 5 of 10
• In addition, the interim final rule specifically encourages investments in lead pipe
replacement, consolidation or establishment of water and sewer systems, water and
sewer cybersecurity, and projects to address or mitigate climate change, including
resilience and green infrastructure.
On broadband, the interim final rule allows for investments that are designed to provide services
providing speeds of up to 100 Mbps, with a focus on providing or expanding service to unserved
and underserved areas, defined as areas that lack access to a wireline connection capable of
reliably delivering speeds of 25 Mbps download and 3 Mbps upload.
Transfers to Other Entities
The statute allows recipients to transfer funds to a private nonprofit organization (as that term
is defined in paragraph (17) of section 401 of the McKinney-Vento Homeless Assistance Act (42
USC 11360(17)), a public benefit corporation involved in the transportation of passengers or
cargo, or a special purpose unit of state or local government.
• The interim final rule clarifies that the statute’s list of transferees is not exclusive.
Recipients remain responsible for reporting the use of transferred funds.
Non-Entitlement Units of Local Government
The statute and interim final rule require the states to sub-allocate funds to non-entitlement
units of local governments within 30 days and prohibit the states from imposing any additional
requirements on the funds. In addition, the statute and interim final rule require states to limit
sub-allocation to more than 75% of a local government’s most recent budget.
Timing
The statute requires recipients to use funds by December 31, 2024; the interim final rule
interprets that to mean that recipients must obligate funds by that date.
• The reporting and performance periods for the funds will therefore run through
December 31, 2026.
Ineligible Uses
Per the statute, the interim rule specifically prohibits local governments from using funds to make
“extraordinary” contributions to pension funds.
• However, the interim rule allows payments into a pension fund as part of regular
employee compensation provided with the funds.
Other ineligible uses include:
• A general, non-broadband, water, sewer, or stormwater infrastructure project unless the
project responds to a specific pandemic public health need (such as a vaccine delivery
facility),
• Contributions to rainy day funds, financial reserves, or similar funds,
• Satisfaction of any obligation arising under or pursuant to a settlement agreement, and
judgement, consent decree, or judicially confirmed debt restructuring plan except to the
36
Coronavirus State & Local Fiscal Relief Fund
Interim Final Guidance
Page 6 of 10
extent it requires the provision of services that would respond to the COVID-19 public
health emergency).
Reporting
The interim final rule requires recipients to submit an interim outlining uses through July 31, 2021
by August 31, 2021.
• Non-entitlement units of local government are not required to submit an interim report.
Recipients will subsequently have to submit quarterly report through the end of the performance
period on December 31, 2026, with reports due 30 days after the end of each calendar quarter.
• Reports will include financial data, information on contracts and subawards over $50,000,
types of projects funded, and other information regarding use of the funds.
Recipients with over 250,000 population will also have to submit an annual Recovery Plan
Performance report.
• The Recovery Plan Performance report will provide the public and Treasury information
on the projects that recipients are undertaking with program funding and how they are
planning to ensure project outcomes are achieved in an effective, efficient, and equitable
manner.
• Each jurisdiction will have some flexibility in terms of the form and content of the
Recovery Plan Performance report, provided it includes the minimum information
required by Treasury.
• The initial report will be due August 31, 2021 with subsequent reports due 30 days after
the end of the year.
Specific Questions
Treasury is accepting all comments on the interim final rule but is seeking answers to these
specific questions.
1) Are there other types of services or costs that Treasury should consider as eligible uses to
respond to the public health impacts of COVID-19? Describe how these respond to the
COVID-19 public health emergency.
2) The interim final rule permits coverage of payroll and benefits costs of public health and
safety staff primarily dedicated to COVID-19 response, as well as rehiring of public sector
staff up to pre-pandemic levels. For how long should these measures remain in place?
What other measures or presumptions might Treasury consider to assess the extent to
which public sector staff are engaged in COVID-19 response, and therefore reimbursable,
in an easily-administrable manner?
3) The interim final rule permits rehiring of public sector staff up to the government’s pre-
pandemic staffing level, which is measured based on employment as of January 27, 2020.
Does this approach adequately measure the pre-pandemic staffing level in a manner that
is both accurate and easily administrable? Why or why not?
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Coronavirus State & Local Fiscal Relief Fund
Interim Final Guidance
Page 7 of 10
4) The interim final rule permits deposits to Unemployment Insurance Trust Funds, or using
funds to pay back advances, up to the pre-pandemic balance. What, if any, conditions
should be considered to ensure that funds repair economic impacts of the pandemic and
strengthen unemployment insurance systems?
5) Are there other types of services or costs that Treasury should consider as eligible uses to
respond to the negative economic impacts of COVID-19? Describe how these respond to
the COVID-19 public health emergency.
6) What other measures, presumptions, or considerations could be used to assess
“impacted industries” affected by the COVID-19 public health emergency?
7) What are the advantages and disadvantages of using Qualified Census Tracts and services
provided by Tribal governments to delineate where a broader range of eligible uses are
presumed to be responsive to the public health and economic impacts of COVID-19? What
other measures might Treasury consider? Are there other populations or geographic
areas that were disproportionately impacted by the pandemic that should be explicitly
included?
8) Are there other services or costs that Treasury should consider as eligible uses to respond
to the disproportionate impacts of COVID-19 on low-income populations and
communities? Describe how they respond to the COVID-19 public health emergency or
its negative economic impacts, including its exacerbation of pre-existing challenges in
these areas.
9) The interim final rule includes eligible uses to support affordable housing and stronger
neighborhoods in disproportionately impacted communities. Discuss the advantages and
disadvantages of explicitly including other uses to support affordable housing and
stronger neighborhoods, including rehabilitation of blighted properties or demolition of
abandoned or vacant properties. In what ways does, or does not, this potential use
address public health or economic impacts of the pandemic? What considerations, if any,
could support use of Fiscal Recovery Funds in ways that do not result in resident
displacement or loss of affordable housing units?
10) Are there additional sectors beyond those listed in the interim final rule that should be
considered essential critical infrastructure sectors?
11) What, if any, additional criteria should Treasury consider to ensure that premium pay
responds to essential workers?
12) What consideration, if any, should be given to the criteria on salary threshold, including
measure and level, for requiring written justification?
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Coronavirus State & Local Fiscal Relief Fund
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13) Are there sources of revenue that either should or should not be included in the interim
final rule’s measure of “general revenue” for recipients? If so, discuss why these sources
either should or should not be included.
14) In the interim final rule, recipients are expected to calculate the reduction in revenue on
an aggregate basis. Discuss the advantages and disadvantages of, and any potential
concerns with, this approach, including circumstances in which it could be necessary or
appropriate to calculate the reduction in revenue by source.
15) Treasury is considering whether to take into account other factors, including actions taken
by the recipient as well as the expiration of the COVID-19 public health emergency, in
determining whether to presume that revenue losses are “due to” the COVID-19 public
health emergency. Discuss the advantages and disadvantages of this presumption,
including when, if ever, during the covered period it would be appropriate to reevaluate
the presumption that all losses are attributable to the COVID-19 public health emergency.
16) Do recipients anticipate lagged revenue effects of the public health emergency? If so,
when would these lagged effects be expected to occur, and what can Treasury to do
support these recipients through its implementation of the program?
17) In the interim final rule, paying interest or principal on government debt is not considered
provision of a government service. Discuss the advantages and disadvantages of this
approach, including circumstances in which paying interest or principal on government
debt could be considered provision of a government service.
18) What are the advantages and disadvantages of aligning eligible uses with the eligible
project type requirements of the DWSRF and CWSRF? What other water or sewer project
categories, if any, should Treasury consider in addition to DWSRF and CWSRF eligible
projects? Should Treasury consider a broader general category of water and sewer
projects?
19) What additional water and sewer infrastructure categories, if any, should Treasury
consider to address and respond to the needs of unserved, undeserved, or rural
communities? How do these projects differ from DWSFR and CWSRF eligible projects?
20) What new categories of water and sewer infrastructure, if any, should Treasury consider
to support State, local, and Tribal governments in mitigating the negative impacts of
climate change? Discuss emerging technologies and processes that support resiliency of
water and sewer infrastructure. Discuss any challenges faced by States and local
governments when pursuing or implementing climate resilient infrastructure projects.
21) Infrastructure projects related to dams and reservoirs are generally not eligible under the
CWSRF and DWSRF categories. Should Treasury consider expanding eligible infrastructure
under the interim final rule to include dam and reservoir projects? Discuss public health,
39
Coronavirus State & Local Fiscal Relief Fund
Interim Final Guidance
Page 9 of 10
environmental, climate, or equity benefits and costs in expanding the eligibility to include
these types of projects.
22) What are the advantages and disadvantages of setting minimum symmetrical download
and upload speeds of 100 Mbps? What other minimum standards would be appropriate
and why?
23) Would setting such a minimum be impractical for particular types of projects? If so, where
and on what basis should those projects be identified? How could such a standard be set
while also taking into account the practicality of using this standard in particular types of
projects? In addition to topography, geography, and financial factors, what other
constraints, if any, are relevant to considering whether an investment is impracticable?
24) What are the advantages and disadvantages of setting a minimum level of service at 100
Mbps download and 20 Mbps upload in projects where it is impracticable to set minimum
symmetrical download and upload speeds of 100 Mbps? What are the advantages and
disadvantages of setting a scalability requirement in these cases? What other minimum
standards would be appropriate and why?
25) What are the advantages and disadvantages of focusing these investments on those
without access to a wireline connection that reliably delivers 25 Mbps download by 3
Mbps upload? Would another threshold be appropriate and why?
26) What are the advantages and disadvantages of setting any particular threshold for
identifying unserved or underserved areas, minimum speed standards or scalability
minimum? Are there other standards that should be set (e.g., latency)? If so, why and
how? How can such threshold, standards, or minimum be set in a way that balances the
public’s interest in making sure that reliable broadband services meeting the daily needs
of all Americans are available throughout the country with the providing recipients
flexibility to meet the varied needs of their communities?
27) Beyond a “deposit” and a “payroll contribution,” are there other types of payments into
a pension fund that Treasury should consider?
Questions 28 through 34 address the prohibition on states using funds to offset tax cuts and
therefore do not apply to local governments.
35) What are the advantages and disadvantages of treating the list of transferees in sections
602(c)(3) and 603(c)(3) as nonexclusive, allowing States and localities to transfer funds to
entities outside of the list?
36) Are there alternative ways of defining “special-purpose unit of State or local government”
and “public benefit corporation” that would better further the aims of the Funds?
40
Coronavirus State & Local Fiscal Relief Fund
Interim Final Guidance
Page 10 of 10
37) What are alternative ways for States and territories to enforce the 75 percent cap while
reducing the administrative burden on them?
38) What criteria should Treasury consider in assessing requests for extensions for further
time to distribute NEU payments?
41
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-866,Version:1
AGENDA CAPTION
Receive a report,hold a discussion,and give staff direction regarding the role of City Council Committees,
membership to subcommittees and other internal/external groups,and their associated nomination/appointment
processes.
City of Denton Printed on 5/21/2021Page 1 of 1
powered by Legistar™42
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office
ICM: Sara Hensley DATE: May 25, 2021
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding the role of City Council Committees, membership to subcommittees and other internal/external groups, and their associated nomination/ appointment processes.
BACKGROUND Members of the City Council serve on designated standing committees and other internal/external boards that provide policy guidance and direction to staff. Some are established by City Council
resolution/ordinance, while the external boards have their own legislation as to the composition of their
membership. To account for changes in City Council composition resulting from elections, these assignments are reviewed annually to determine any needed adjustments to existing member assignments as well as afford
members the opportunity to identify any new committees they may be interested in serving on.
Through Informal Staff Report No. 2021-028 provided as part of the May 7, 2021 Friday Report, council members were asked to identify/submit Committees of Interest to the City Secretary’s Office by Monday, May 17, 2021. The attached information provides a narrative of each applicable board/committee, a listing
of current assignments/vacancies, as well as Committees of Interest submitted by each council member.
While not yet available, the information provided will be updated to include the proposed assignments by Mayor Hudspeth. There are certain external boards/committees that at this point are for discussion purposes only as they have
their own nomination/appointment processes. As part of the review process, however, council members
were also asked to determine their point of interest for these external boards/committees. That identification gives staff general guidance on how they can proceed to determine proposed assignments at the time the appointment is presented to City Council for formal approval later.
City Council will be asked to consider appointments during the Special Called Meeting that follows this
work session. Any changes made during the Work Session deliberations will be incorporated into the exhibit for that item. However, for the following boards/committees, members identified within the exhibit will not be part of the approval process, but rather, proposed appointments will be forthcoming at future meetings as applicable for each.
City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com
43
• Community Justice Council [inactive as of 06/03/2019]
• Denton County Transportation Authority (DCTA)
o NOTE: DCTA reported this appointment expiring November 2021
• Downtown Denton Tax Increment Financing (TIF) reinvestment zone no. 1
• Economic Development Partnership Board
• North Texas Commission (NTC)
• Regional Transportation Council (RTC)
• Tax Increment Reinvestment Zone No. 2 (Westpark TIRZ No. 2)
• Texas Municipal Power Agency (TMPA) EXHIBITS
Exhibit 1 – Agenda Information Sheet Exhibit 2 – ISR No. 2021-028 – Council Committees Exhibit 3 – Council Committee Narrative
Exhibit 4 – Roster - Existing Assignments, Vacancies, COI & Proposed Assignments
Exhibit 5 – Presentation Respectfully submitted:
Rosa Rios City Secretary
44
Date: May 7, 2021 Report No. 2021-028
INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL
SUBJECT: City Council Committee assignments BACKGROUND: Resolutions establishing City Council Committees provide the following:
1) Members serve at the pleasure of the City Council until successors are appointed by the Mayor and approved by the City Council;
2) The presiding officer of the Committee be chosen annually by the Committee; and 3) Members of the Committee must be current elected City Council Members of the City of Denton.
Historically, however, the Mayor has allowed each Council Member to select those committees they wish to serve on. That practice continues with the upcoming 2021-2022 Council Committee assignments.
Designated standing, external, and ad-hoc committees assist with the development of policy. The committee assignments are reviewed annually by the City Council to allow the opportunity to adjust if/as necessary. Information provided with this report are as follows:
Attachment 1 - Provides a brief description of each type of committee
Attachment 2 - Provides the listing of current member assignments
o The highlighted names are expected vacancies effective immediately following the swearing
in of the Council Members-Elect which is scheduled for Tuesday, May 11, 2021. Please review the current assignments and let me know by Monday, May 17, 2021, which committees are
of interest to you. The proposed appointment list will be presented for discussion at the May 25th Work Session, with an action item to follow later in the day in the event everything is finalized during the work session. Following a prompt/strict appointment schedule will ensure Council Committees can begin
meeting immediately following formal appointments. Council Members-Elect for Districts 1, 2, and 4 are also being provided a copy of this report so they too
can begin identifying committees of interest and submit those by the noted due date. ATTACHMENTS Attachment 1 – Council Committee Narrative Attachment 2 – Current Council Committee Assignments STAFF CONTACT: Rosa Rios, City Secretary
(940) 349-8309 rosa.rios@cityofdenton.com
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CITY COUNCIL COMMITTEES AGENDA COMMITTEE
The Agenda Committee is composed of the Mayor, the Mayor Pro Tem, and the City Manager.
The Agenda Committee reviews the City Manager’s proposed City Council agendas as to form and agenda content.
AUDIT/FINANCE COMMITTEE
The Audit/Finance Committee is composed of three Council Members. The City Manager, or his designee, is an ex-officio member. The duties and purpose of the Committee shall be to assist the Council in fulfilling its organizational oversight responsibilities relating to the audit function, the investment function and any other financial related activities as delegated by the City Council.
COMMITTEE ON COMMUNITY ENGAGEMENT The Committee on Citizen Engagement is composed of three Council Members. The City Manager, or his designee, will provide guidance and assistance to the Committee. The duties and
purpose of the Committee shall be to provide advice to the Council and/or staff regarding the timely
distribution of accurate and complete information to Denton citizens and devise methods of engaging Denton citizens in the various processes of city government.
COMMITTEE ON THE ENVIRONMENT
The Committee on the Environment is composed of three Council Members. The duties of the Committee shall be to review, discuss, deliberate, and consider environmental issues and resources and make recommendations to the Council. The Committee will also deliberate and make recommendations regarding any other matter delegated to the Committee by the Council.
COUNCIL AIRPORT COMMITTEE The Council Airport Committee is composed of three City Council members. The City Manager, or his designee, will provide guidance and assistance as needed. The duties and purpose of the
Committee shall be to review, consider and make recommendations to the City Council on: the
Airport Business Plan and Airport Master Plan; any airport infrastructure improvement or other major project impacting the airport; the acquisition, review, and consideration of grant funding for the airport; contracts and leases of airport property, including recommending appropriate terms to the City Council; long term financial planning and budgetary issues affecting the airport, and issues
raised as a result of interface between citizens, airport tenants, or other interested parties.
COUNCIL APPOINTEE PERFORMANCE REVIEW COMMITTEE The Council Appointee Performance Review Committee is composed of three Council Members,
with the Director of Human Resources as an ex-officio member. The duties and purpose of the
Committee shall be to assist the City Council in performance review of the City Council appointees and to ensure that the appointee’s job descriptions are accurate and properly reflect current job duties in order to make recommendations to the Council to assist the Council in evaluating the job performance of the council appointees. Additionally, the Committee will make recommendations
regarding employment agreements, including renewals, of council appointee positions.
148 46
COMMUNITY PARTNERSHIP COMMITTEE The Hotel Occupancy Tax and Sponsorship Committee is composed of three Council Members. The duties and purpose of the Committee shall be to monitor allocation and use of both the hotel occupancy tax and sponsorship funds, ensuring HOT funds are being used to directly enhance
and promote tourism and the hotel/ convention industry, ensuring the sponsorship funds are
being used to further a charitable cause, economic or community growth and serve a public purpose in the best interest of the general welfare of the City of Denton, and recommend organizations to receive funding to the City Council.
MOBILITY COMMITTEE The Mobility Committee is composed of three Council Members. The duties and purpose of the Committee shall be to review, consider and make recommendations to the City Council regarding any changes to the Mobility Plan, local transportation policy, and any items concerning regional
transportation policies and activities.
149 47
EXTERNAL COUNCIL COMMITTEES COMMUNITY JUSTICE COUNCIL [Inactive as of 06/03/2019]
The Community Justice Council is established according to Chapter 76 of the Texas Government
Code. That Chapter indicates that a Justice Council has to be established as a prerequisite to establishing a community corrections facility. The Community Justice Council provides continuing policy guidance and direction for the development of criminal justice plans and community correction facilities and programs and conditions of community supervision. Among the members
of the Justice Council is a council member of the most populous municipality in the County that the
facility will serve. Membership: Because Inactive, unable to determine if this must be an elected official; but historically has been an elected official.
DISCOVER DENTON ADVISORY BOARD The Discover Denton Advisory Board (initially established as the Convention and Visitors Bureau Advisory Board) was initiated in 1976 by the Denton Chamber of Commerce to promote events and
attractions, provide hospitality education, and ensure a positive experience to Denton visitors. It
operates via an agreement between the City of Denton and the Denton Chamber of Commerce. The Advisory Board makes recommendations to the Chamber of Commerce Board of Directors. Membership: Must be three (3) elected officials, at least two of whom must also serve on the
Community Partnership Committee.
DALLAS REGIONAL MOBILITY COALITION The Dallas Regional Mobility Coalition is a transportation advocacy group made up of cities,
counties and transportation agencies in a five-county region (Dallas, Denton, Collin, Rockwall
and Ellis) with a primary mission to advance critical mobility projects through advocacy efforts with state and federal elected officials and regional transportation agencies. The DRMC is governed by a 27-member board of directors representing cities, counties and
transportation agencies in the greater Dallas area. It consists of seven members, one each from the
cities of Carrollton, Garland, Grand Prairie, Irving, Mesquite, Plano and Richardson being either the Mayor or another elected official designated by the City Council; four members, designated by the Mayor of Dallas, being either two or three elected officials from the City of Dallas and one or two community leaders who are non-elected officials; four members, one each from Collin, Dallas,
Denton, and Ellis County, being either the County Judge or another elected official designated by
the County Judge; elected officials from those cities not represented in either of the first two categories; one community leader (non-elected official) appointed by the Dallas County Judge; four ex-officio members being the Texas Department of Transportation District 18 District Engineer, the Executive Director of the Texas Turnpike Authority, the Executive Director of the Dallas Area
Rapid Transit Authority, the Staff Director of the Regional Transportation Council; and one
business leader (non-elected official) appointed annually by the Legislative Coalition of the Dallas Area Chambers of Commerce. Membership: Must be the Mayor or another elected official.
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DENTON COUNTY BEHAVIORAL HEALTH LEADERSHIP TEAM The Denton County Behavioral Health Leadership Team (DCBHLT) is composed of fifteen to thirty-three members, including one to two appointees from Denton City Council. Per the DCBHLT bylaws, “Cities/Towns should identify a council member, senior staff, executive, or
community member” to serve on the team. Appointees shall serve at least one two-year term and
attend six meetings in the calendar year. The purpose of the Denton County Behavioral Leadership Team (DCBHLT) is to convene as a policy making team tasked with improving the planning, coordination, oversight, and implementation required to create systems change, for behavioral health services in Denton County.
Membership: May be an elected official, senior staff, executive, or community member. DENTON COUNTY HOMELESSNESS LEADERSHIP TEAM
The Denton County Homelessness Leadership Team (DCHLT) is composed of seventeen to
thirty-eight members, including one to two appointees from the City of Denton. Per the DCHLT bylaws, “Cities/Towns should identify a council member, senior staff, executive, or community member” to serve on the team. The DCHLT shall have one to two appointees from Law Enforcement. A member of city staff serves as an ex-officio member. Appointees shall serve at
least one two-year term and attend six meetings in the calendar year. The purpose of the Denton
County Homelessness Leadership Team (DCHLT) is to convene as a policy making team tasked with improving the planning, coordination, oversight, and implementation required to create systems change, for housing/homelessness initiatives in Denton County.
Membership: May be elected official(s), senior staff, executive, or community member. DENTON COUNTY TRANSPORTATION AUTHORITY BOARD (DCTA) The Denton County Transportation Authority is governed by a five (5) voting-member Board which includes a representative from Denton, Lewisville, Highland Village, and two members
from Denton County serving two-year terms. Each member city is permitted to have a primary and alternate representative. Denton County is permitted to have two primary and two alternate representatives. The Board adopts the annual operating budget and is responsible for setting policy.
Membership: Elected officials may serve as board members; includes an alternate. Board members must have professional experience in the field of transportation, business, government, engineering or law. DENTON COUNTY WORKFORCE SUCCESS LEADERSHIP TEAM The Denton County Workforce Success Leadership Team (DCWSLT) is composed of twenty-seven to forty-two members, including one appointee from the City of Denton. Per the DCWSLT bylaws, “Cities/Towns should identify a council member, senior staff, executive, or community member” to serve on the team. The DCWSLT shall have one to two appointees from Economic
Development Departments. Appointees shall serve at least one two-year term and attend twelve meetings in the calendar year. The purpose of the Denton County Workforce Success Leadership Team (DCWSLT) is to convene as a policy making team tasked with improving the planning, coordination, oversight, and implementation required to create systems change for workforce/employment initiatives in Denton County.
Membership: May be an elected official, senior staff, executive, or community member
151 49
LAKE RAY ROBERTS PLANNING AND ZONING COMMISSION The Lake Ray Roberts Planning & Zoning Commission hears requests for zoning changes, special use permits, recreational park permits, sign permits, planned development applications and variances. The Mayor or his/her designee of each city for the territory extraterritorial
jurisdiction of which includes any part of the Lake Ray Roberts lake area in the County.
Membership: Must be the Mayor NORTH TEXAS COMMISSION
The North Texas Commission is a public-private partnership of businesses, cities, counties,
chambers of commerce, economic development entities and higher education institutions dedicated to advancing the vibrancy of the North Texas region. The North Texas Commission provides the resources to carry out programs that benefit the entire region and to address regional problems and opportunities.
Membership: Prefer it be an elected official (historically the Mayor) otherwise a City employee; can appoint a proxy (historically the City Manager).
REGIONAL TRANSPORTATION COUNCIL
The North Central Texas Council of Governments has served as the Metropolitan Planning Organization (MPO) for the Dallas-Fort Worth Metropolitan Area. The Regional Transportation Council is the independent transportation policy body of the Metropolitan Planning Organization. The RTC consists of 44 members which include local elected or appointed
officials from the metropolitan area and representatives from each of the area's transportation
providers. The RTC oversees the metropolitan transportation planning process. Membership: Must be elected officials.
TEXAS MUNICIPAL POWER AGENCY The Board of Directors assists in establishing policies, setting regulations, and overseeing the administration and management of the agency as well as approving and auditing the budget. The City of Denton has two representatives serve on the Board of Directors.
Membership: Two representatives approved by the City Council who may, but need not necessarily be, members of the City Council and/or the Public Utilities Board. Once appointed by City Council, members may only be removed for cause in accordance with the Denton City Charter, Section 14.16.
152 50
OTHER COUNCIL COMMITTEES AND BOARDS DEVELOPMENT CODE REVIEW COMMITTEE
The Development Code Review Committee is composed of three City Council members plus three
Planning and Zoning Commissioners. The duties and purpose of the Committee shall be to review all proposed revisions to the Denton Development Code and make recommendation to the City Council regarding the proposed revisions.
Membership: Per City ordinance, the Committee shall be comprised of three City Council
Members (plus three Planning and Zoning Commissioners). ECONOMIC DEVELOPMENT PARTNERSHIP BOARD
The Economic Development Partnership Board consists of twelve members: (1) two members
from City Council at the time of their appointment, (2) two members from the Denton Chamber of Commerce Board of Directors at the time of their appointment who reside or work in the City, (3) two members who will be, or must be currently employed by a top 20 City of Denton ad valorem or sales tax payer and who reside or work in the City, (4) the President of UNT or
his/her designee who does not have a city residency requirement; (5) the Chancellor and President of TWU or his/her designee who does not have a city residency requirement; (6) a member with knowledge or experience in general aviation-related matters with no financial interest at the Denton Enterprise Airport and who resides or works in the City, (7) a citizen of Denton with specific knowledge, skills and abilities to assist in the functions of the Economic
Development Partnership Board; (8) a member nominated by the Denton Black Chamber of Commerce Board of Directors who resides or works in the City; (9) a member nominated by the Denton Hispanic Chamber of commerce who resides or works in the City. The City Manager, or his designee, the President of the Chamber, and the Superintendent of the Denton Independent
School District, will serve as ex-officio members of the Board.
The Board provides economic development policy guidance and makes recommendations to the City Council and Chamber of Commerce; reviews, considers and makes recommendations to the City Council regarding marketing and branding for the Denton Enterprise Airport; reviews,
considers and makes recommendations to the City Council regarding Denton Enterprise Airport
incentive policies as assigned by the City Council or requested by the City Manager; and acts as a recommending body to the City Council for specific airport economic development incentives as assigned by the City Council or requested by the City Manager and permitted by City and
State law.
Membership: Per City ordinance, two members of the Board shall be City Council Members.
DOWNTOWN DENTON TAX INCREMENT FINANCING (TIF) REINVESTMENT ZONE NO. 1 The Downtown Denton Tax Increment Financing (TIF) Reinvestment Zone No. 1 Board is composed of seven members: two City Council members, two are either property owners of property located within the Tax Increment Reinvestment Zone or residents whose primary
residence is located within the Tax Increment Reinvestment Zone, two are either business owners of businesses located within the Tax Increment Reinvestment Zone or members of the Denton Chamber of Commerce Board of Directors, and one a qualified voter of the City of Denton.
153 51
The Board makes recommendations to the City Council concerning the administration of the Zone; prepares and adopts a project plan and Tax Increment Financing Reinvestment Zone financing plan for the Zone and submits the plans to the City Council for approval; prepares,
implements and monitors such project and financing plans for the Tax Increment Financing Reinvestment Zone as the City Council considers advisable including the submission of an annual report on the status of the Zone. Membership: Per City ordinance, two members shall be City Council Members.
TAX INCREMENT REINVESTMENT ZONE NO. 2 (WESTPARK TIRZ NO. 2) The Tax Increment Reinvestment Zone Number Two Board consists of fourteen members: twelve members of the Economic Development Partnership Board, one member appointed by the
governing body of Denton County, and one member appointed by the “developer”, Rayzor Investments, LLP. The Board makes recommendations to the City Council concerning the administration of the
Zone; prepare and adopt a project plan and Tax Increment Reinvestment Zone financing plan for
the Zone and submit the plans to the City Council for approval; prepare, implement and monitor such project plan and financing plan for the Zone as the Council considers advisable, including the submission of an annual report on the status of the Zone.
Membership: Per City ordinance, board membership consists of members of the EDP Board, of
which two members shall be City Council Members.
154 52
COUNCIL COMMITTEE ASSIGNMENTS 2020-2021 Updated May 6, 2021
COMMITTEES CURRENT MEMBERS
Agenda Committee Per City ordinance, must be elected officials
Hudspeth Davis [City Manager]
Audit/Finance Committee Per City resolution, must be elected officials
Meltzer Armintor
Ryan
Committee on Community Engagement Per City resolution, must be elected officials
Johnson (Chair) Armintor (Vice Chair) Meltzer
Committee on the Environment Per City resolution, must be elected officials
Meltzer
Baker Davis
Council Airport Committee Per City resolution, must be elected officials
Meltzer Davis
Ryan
Council Appointee Performance Review Committee [Inactive] Per City resolution, must be elected officials
None. Address appointments if activated.
1Community Partnership Committee Per City resolution, must be elected officials
1Baker
1Johnson Davis
Mobility Committee Per City resolution, must be elected officials
Armintor
Ryan Meltzer
BOARD & COMMISSION CURRENT MEMBERS
Development Code Review Committee (previously an Ad Hoc Committee)
Per City ordinance, must be elected officials (plus three Planning and Zoning Commissioners)
Johnson Davis
Ryan
COMMITTEES CURRENT MEMBERS
2Economic Development Partnership Board Per City ordinance, must be elected officials
2Davis [Term ends 2022]
2Hudspeth [Term ends 2021]
Downtown Denton Tax Increment Finance (TIF) Reinvestment Zone No. 1 Per City ordinance, must be elected officials
Meltzer [Term ends 2022]
Baker [Term ends 2021]
2Tax Increment Reinvestment Zone No. 2 [West Park Tirz No. 2] Per City ordinance, must be elected officials
2Davis [Term ends 2022]
2Hudspeth [Term ends 2021]
LEGEND:
1At least two members who serve on the Community Partnership Committee must also serve on the Discover Denton Advisory Board
2All members of the Economic Development Partnership Board must also serve on the Tax Increment Reinvestment Zone No. 2 [West Park Tirz No. 2]
Separate appt. process
Separate appt. process
Separate appt. process
Indicates immediate appointment needed after
Swearing in of Council Members-Election
(May 11, 2021).
Terms end August 31, 2021. Need to identify Partial Term & Full Term ending August 31, 2023.
155 53
EXTERNAL CURRENT MEMBERS
Lake Ray Roberts P&Z Commission
Must be the Mayor Per Local Government Code, Title 7, Subtitle B, Chapter 31, Subchapter F Hudspeth [Term expires June 3, 2021]
1Discover Denton Advisory Board (Previously Convention and Visitors Bureau Advisory Board) Must be 3 elected officials Per Discover Denton Advisory Board – Policy and Guidelines
1Baker
1Johnson
Ryan
Dallas Regional Mobility Coalition
Must be the Mayor or another elected official Per Dallas Regional Mobility Coalition Bylaws Ryan
Texas Municipal Power Agency Must be elected official; historically second member from Public Utilities Board Per VATCS, Article 1435a and City Ordinance
Chris Watts [Term expires July 18, 2021] Bill Cheek, Jr./Alternate (PUB Member; Term expires July 18, 2022)
North Texas Commission Prefer it be an elected official (historically the Mayor) otherwise a City employee; can appoint a proxy (historically the city
manager) Per North Texas Commission Bylaws
Hudspeth (City Manager – Proxy)
Denton County Behavioral Health Leadership Team May be elected official, senior staff, executive, or community member Per Denton County Behavioral Health Leadership Team Bylaws Hudspeth
Denton County Homelessness Leadership Team May be elected official(s), senior staff, executive, or community member Per Denton County Homelessness Leadership Team Bylaws
Hudspeth Staff Member/City Mgr.’s Office
Denton County Workforce Success Leadership Team May be elected official, senior staff, executive, or community member Per Denton County Workforce Success Leadership Team Bylaws Ryan (Term expires 2021]
Denton County Transportation Authority (DCTA) May be elected official(s) Per Denton County Transportation Authority Bylaws
Chris Watts [Term expires May 20, 2021]
Ryan (Alternate) [Term expires May 20, 2021]
Regional Transportation Council
May be elected official(s) Per Regional Transportation Council Bylaws
Ryan (Term ends June 2022] Hudspeth (Alternate)
Community Justice Council [Inactive as of 06/03/2019] Pending research on whether member must be an elected official Pending research on legislation as currently inactive
None. Address appointment if activated.
LEGEND:
1At least two members who serve on the Community Partnership Committee must also serve on the Discover Denton Advisory Board 2All members of the Economic Development Partnership Board must also serve on the Tax Increment Reinvestment Zone No. 2 [West Park Tirz No. 2]
Separate appt. process
Separate appt. process
Separate appt. process
Separate appt. process
156 54
CITY COUNCIL COMMITTEES AGENDA COMMITTEE
The Agenda Committee is composed of the Mayor, the Mayor Pro Tem, and the City Manager.
The Agenda Committee reviews the City Manager’s proposed City Council agendas as to form and agenda content.
AUDIT/FINANCE COMMITTEE
The Audit/Finance Committee is composed of three Council Members. The City Manager, or his designee, is an ex-officio member. The duties and purpose of the Committee shall be to assist the Council in fulfilling its organizational oversight responsibilities relating to the audit function, the investment function and any other financial related activities as delegated by the City Council.
COMMITTEE ON COMMUNITY ENGAGEMENT The Committee on Citizen Engagement is composed of three Council Members. The City Manager, or his designee, will provide guidance and assistance to the Committee. The duties and
purpose of the Committee shall be to provide advice to the Council and/or staff regarding the timely
distribution of accurate and complete information to Denton citizens and devise methods of engaging Denton citizens in the various processes of city government.
COMMITTEE ON THE ENVIRONMENT
The Committee on the Environment is composed of three Council Members. The duties of the Committee shall be to review, discuss, deliberate, and consider environmental issues and resources and make recommendations to the Council. The Committee will also deliberate and make recommendations regarding any other matter delegated to the Committee by the Council.
COUNCIL AIRPORT COMMITTEE The Council Airport Committee is composed of three City Council members. The City Manager, or his designee, will provide guidance and assistance as needed. The duties and purpose of the
Committee shall be to review, consider and make recommendations to the City Council on: the
Airport Business Plan and Airport Master Plan; any airport infrastructure improvement or other major project impacting the airport; the acquisition, review, and consideration of grant funding for the airport; contracts and leases of airport property, including recommending appropriate terms to the City Council; long term financial planning and budgetary issues affecting the airport, and issues
raised as a result of interface between citizens, airport tenants, or other interested parties.
COUNCIL APPOINTEE PERFORMANCE REVIEW COMMITTEE The Council Appointee Performance Review Committee is composed of three Council Members,
with the Director of Human Resources as an ex-officio member. The duties and purpose of the
Committee shall be to assist the City Council in performance review of the City Council appointees and to ensure that the appointee’s job descriptions are accurate and properly reflect current job duties in order to make recommendations to the Council to assist the Council in evaluating the job performance of the council appointees. Additionally, the Committee will make recommendations
regarding employment agreements, including renewals, of council appointee positions.
55
COMMUNITY PARTNERSHIP COMMITTEE The Hotel Occupancy Tax and Sponsorship Committee is composed of three Council Members. The duties and purpose of the Committee shall be to monitor allocation and use of both the hotel occupancy tax and sponsorship funds, ensuring HOT funds are being used to directly enhance
and promote tourism and the hotel/ convention industry, ensuring the sponsorship funds are
being used to further a charitable cause, economic or community growth and serve a public purpose in the best interest of the general welfare of the City of Denton, and recommend organizations to receive funding to the City Council.
MOBILITY COMMITTEE The Mobility Committee is composed of three Council Members. The duties and purpose of the Committee shall be to review, consider and make recommendations to the City Council regarding any changes to the Mobility Plan, local transportation policy, and any items concerning regional
transportation policies and activities.
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EXTERNAL COUNCIL COMMITTEES COMMUNITY JUSTICE COUNCIL [Inactive as of 06/03/2019]
The Community Justice Council is established according to Chapter 76 of the Texas Government
Code. That Chapter indicates that a Justice Council has to be established as a prerequisite to establishing a community corrections facility. The Community Justice Council provides continuing policy guidance and direction for the development of criminal justice plans and community correction facilities and programs and conditions of community supervision. Among the members
of the Justice Council is a council member of the most populous municipality in the County that the
facility will serve. Membership: Because Inactive, unable to determine if this must be an elected official; but historically has been an elected official.
DISCOVER DENTON ADVISORY BOARD The Discover Denton Advisory Board (initially established as the Convention and Visitors Bureau Advisory Board) was initiated in 1976 by the Denton Chamber of Commerce to promote events and
attractions, provide hospitality education, and ensure a positive experience to Denton visitors. It
operates via an agreement between the City of Denton and the Denton Chamber of Commerce. The Advisory Board makes recommendations to the Chamber of Commerce Board of Directors. Membership: Must be three (3) elected officials, at least two of whom must also serve on the
Community Partnership Committee.
DALLAS REGIONAL MOBILITY COALITION The Dallas Regional Mobility Coalition is a transportation advocacy group made up of cities,
counties and transportation agencies in a five-county region (Dallas, Denton, Collin, Rockwall
and Ellis) with a primary mission to advance critical mobility projects through advocacy efforts with state and federal elected officials and regional transportation agencies. The DRMC is governed by a 27-member board of directors representing cities, counties and
transportation agencies in the greater Dallas area. It consists of seven members, one each from the
cities of Carrollton, Garland, Grand Prairie, Irving, Mesquite, Plano and Richardson being either the Mayor or another elected official designated by the City Council; four members, designated by the Mayor of Dallas, being either two or three elected officials from the City of Dallas and one or two community leaders who are non-elected officials; four members, one each from Collin, Dallas,
Denton, and Ellis County, being either the County Judge or another elected official designated by
the County Judge; elected officials from those cities not represented in either of the first two categories; one community leader (non-elected official) appointed by the Dallas County Judge; four ex-officio members being the Texas Department of Transportation District 18 District Engineer, the Executive Director of the Texas Turnpike Authority, the Executive Director of the Dallas Area
Rapid Transit Authority, the Staff Director of the Regional Transportation Council; and one
business leader (non-elected official) appointed annually by the Legislative Coalition of the Dallas Area Chambers of Commerce. Membership: Must be the Mayor or another elected official.
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DENTON COUNTY BEHAVIORAL HEALTH LEADERSHIP TEAM The Denton County Behavioral Health Leadership Team (DCBHLT) is composed of fifteen to thirty-three members, including one to two appointees from Denton City Council. Per the DCBHLT bylaws, “Cities/Towns should identify a council member, senior staff, executive, or
community member” to serve on the team. Appointees shall serve at least one two-year term and
attend six meetings in the calendar year. The purpose of the Denton County Behavioral Leadership Team (DCBHLT) is to convene as a policy making team tasked with improving the planning, coordination, oversight, and implementation required to create systems change, for behavioral health services in Denton County.
Membership: May be an elected official, senior staff, executive, or community member. DENTON COUNTY HOMELESSNESS LEADERSHIP TEAM
The Denton County Homelessness Leadership Team (DCHLT) is composed of seventeen to
thirty-eight members, including one to two appointees from the City of Denton. Per the DCHLT bylaws, “Cities/Towns should identify a council member, senior staff, executive, or community member” to serve on the team. The DCHLT shall have one to two appointees from Law Enforcement. A member of city staff serves as an ex-officio member. Appointees shall serve at
least one two-year term and attend six meetings in the calendar year. The purpose of the Denton
County Homelessness Leadership Team (DCHLT) is to convene as a policy making team tasked with improving the planning, coordination, oversight, and implementation required to create systems change, for housing/homelessness initiatives in Denton County.
Membership: May be elected official(s), senior staff, executive, or community member. DENTON COUNTY TRANSPORTATION AUTHORITY BOARD (DCTA) The Denton County Transportation Authority is governed by a five (5) voting-member Board which includes a representative from Denton, Lewisville, Highland Village, and two members
from Denton County serving two-year terms. Each member city is permitted to have a primary and alternate representative. Denton County is permitted to have two primary and two alternate representatives. The Board adopts the annual operating budget and is responsible for setting policy.
Membership: Elected officials may serve as board members; includes an alternate. Board members must have professional experience in the field of transportation, business, government, engineering or law. DENTON COUNTY WORKFORCE SUCCESS LEADERSHIP TEAM The Denton County Workforce Success Leadership Team (DCWSLT) is composed of twenty-seven to forty-two members, including one appointee from the City of Denton. Per the DCWSLT bylaws, “Cities/Towns should identify a council member, senior staff, executive, or community member” to serve on the team. The DCWSLT shall have one to two appointees from Economic
Development Departments. Appointees shall serve at least one two-year term and attend twelve meetings in the calendar year. The purpose of the Denton County Workforce Success Leadership Team (DCWSLT) is to convene as a policy making team tasked with improving the planning, coordination, oversight, and implementation required to create systems change for workforce/employment initiatives in Denton County.
Membership: May be an elected official, senior staff, executive, or community member
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LAKE RAY ROBERTS PLANNING AND ZONING COMMISSION The Lake Ray Roberts Planning & Zoning Commission hears requests for zoning changes, special use permits, recreational park permits, sign permits, planned development applications and variances. The Mayor or his/her designee of each city for the territory extraterritorial
jurisdiction of which includes any part of the Lake Ray Roberts lake area in the County.
Membership: Must be the Mayor NORTH TEXAS COMMISSION
The North Texas Commission is a public-private partnership of businesses, cities, counties,
chambers of commerce, economic development entities and higher education institutions dedicated to advancing the vibrancy of the North Texas region. The North Texas Commission provides the resources to carry out programs that benefit the entire region and to address regional problems and opportunities.
Membership: Prefer it be an elected official (historically the Mayor) otherwise a City employee; can appoint a proxy (historically the City Manager).
REGIONAL TRANSPORTATION COUNCIL
The North Central Texas Council of Governments has served as the Metropolitan Planning Organization (MPO) for the Dallas-Fort Worth Metropolitan Area. The Regional Transportation Council is the independent transportation policy body of the Metropolitan Planning Organization. The RTC consists of 44 members which include local elected or appointed
officials from the metropolitan area and representatives from each of the area's transportation
providers. The RTC oversees the metropolitan transportation planning process. Membership: Must be elected officials.
TEXAS MUNICIPAL POWER AGENCY The Board of Directors assists in establishing policies, setting regulations, and overseeing the administration and management of the agency as well as approving and auditing the budget. The City of Denton has two representatives serve on the Board of Directors.
Membership: Two representatives approved by the City Council who may, but need not necessarily be, members of the City Council and/or the Public Utilities Board. Once appointed by City Council, members may only be removed for cause in accordance with the Denton City Charter, Section 14.16.
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OTHER COUNCIL COMMITTEES AND BOARDS DEVELOPMENT CODE REVIEW COMMITTEE
The Development Code Review Committee is composed of three City Council members plus three
Planning and Zoning Commissioners. The duties and purpose of the Committee shall be to review all proposed revisions to the Denton Development Code and make recommendation to the City Council regarding the proposed revisions.
Membership: Per City ordinance, the Committee shall be comprised of three City Council
Members (plus three Planning and Zoning Commissioners). ECONOMIC DEVELOPMENT PARTNERSHIP BOARD
The Economic Development Partnership Board consists of twelve members: (1) two members
from City Council at the time of their appointment, (2) two members from the Denton Chamber of Commerce Board of Directors at the time of their appointment who reside or work in the City, (3) two members who will be, or must be currently employed by a top 20 City of Denton ad valorem or sales tax payer and who reside or work in the City, (4) the President of UNT or
his/her designee who does not have a city residency requirement; (5) the Chancellor and President of TWU or his/her designee who does not have a city residency requirement; (6) a member with knowledge or experience in general aviation-related matters with no financial interest at the Denton Enterprise Airport and who resides or works in the City, (7) a citizen of Denton with specific knowledge, skills and abilities to assist in the functions of the Economic
Development Partnership Board; (8) a member nominated by the Denton Black Chamber of Commerce Board of Directors who resides or works in the City; (9) a member nominated by the Denton Hispanic Chamber of commerce who resides or works in the City. The City Manager, or his designee, the President of the Chamber, and the Superintendent of the Denton Independent
School District, will serve as ex-officio members of the Board.
The Board provides economic development policy guidance and makes recommendations to the City Council and Chamber of Commerce; reviews, considers and makes recommendations to the City Council regarding marketing and branding for the Denton Enterprise Airport; reviews,
considers and makes recommendations to the City Council regarding Denton Enterprise Airport
incentive policies as assigned by the City Council or requested by the City Manager; and acts as a recommending body to the City Council for specific airport economic development incentives as assigned by the City Council or requested by the City Manager and permitted by City and
State law.
Membership: Per City ordinance, two members of the Board shall be City Council Members.
DOWNTOWN DENTON TAX INCREMENT FINANCING (TIF) REINVESTMENT ZONE NO. 1 The Downtown Denton Tax Increment Financing (TIF) Reinvestment Zone No. 1 Board is composed of seven members: two City Council members, two are either property owners of property located within the Tax Increment Reinvestment Zone or residents whose primary
residence is located within the Tax Increment Reinvestment Zone, two are either business owners of businesses located within the Tax Increment Reinvestment Zone or members of the Denton Chamber of Commerce Board of Directors, and one a qualified voter of the City of Denton.
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The Board makes recommendations to the City Council concerning the administration of the Zone; prepares and adopts a project plan and Tax Increment Financing Reinvestment Zone financing plan for the Zone and submits the plans to the City Council for approval; prepares,
implements and monitors such project and financing plans for the Tax Increment Financing Reinvestment Zone as the City Council considers advisable including the submission of an annual report on the status of the Zone. Membership: Per City ordinance, two members shall be City Council Members.
TAX INCREMENT REINVESTMENT ZONE NO. 2 (WESTPARK TIRZ NO. 2) The Tax Increment Reinvestment Zone Number Two Board consists of fourteen members: twelve members of the Economic Development Partnership Board, one member appointed by the
governing body of Denton County, and one member appointed by the “developer”, Rayzor Investments, LLP. The Board makes recommendations to the City Council concerning the administration of the
Zone; prepare and adopt a project plan and Tax Increment Reinvestment Zone financing plan for
the Zone and submit the plans to the City Council for approval; prepare, implement and monitor such project plan and financing plan for the Zone as the Council considers advisable, including the submission of an annual report on the status of the Zone.
Membership: Per City ordinance, board membership consists of members of the EDP Board, of
which two members shall be City Council Members.
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COMMITTEES OF INTEREST - COUNCIL COMMITTEE ASSIGNMENTS 2021-2022+ Updated May 25, 2021
COMMITTEES CURRENT MEMBERS (VACANCIES) MEMBER SELECTIONS MAYOR PROPOSED APPOINTMENTS (DISCUSS)
Agenda Committee Per City ordinance, must be elected officials
Hudspeth Meltzer [City Manager]
Hudspeth Meltzer [City Manager]
Hudspeth Meltzer [City Manager]
Audit/Finance Committee Per City resolution, must be elected officials
Meltzer Armintor
______ [Formerly Ryan]
Meltzer (optional) Armintor _______________________
Meltzer Armintor Byrd
Committee on Community Engagement Per City resolution, must be elected officials
Armintor Meltzer
______ [Formerly Johnson]
Beck (moderate interest) Meltzer (optional) Armintor Byrd
Meltzer Armintor Byrd
Committee on the Environment Per City resolution, must be elected officials
Meltzer Davis
______ [Formerly Baker]
Meltzer Beck (high interest) Armintor Davis
Meltzer Davis Beck
Council Airport Committee Per City resolution, must be elected officials
Meltzer Davis
______ [Formerly Ryan]
Meltzer (optional) Davis _______________________
Meltzer Davis Beck
Council Appointee Performance Review Committee [Inactive] Per City resolution, must be elected officials
None. Address appointments if activated. Maguire None. Address appointments if activated.
1Community Partnership Committee Per City resolution, must be elected officials
1______ [Formerly Baker]
1______ [Formerly Johnson] Davis
1Maguire
1Beck (light interest)
1Byrd
1Armintor Davis
1Magurie
1Byrd Davis
Mobility Committee Per City resolution, must be elected officials
Armintor Meltzer
______ [Formerly Ryan]
Beck (moderate interest) Meltzer Maguire Armintor
Meltzer Maguire Byrd
LEGEND: 1At least two members who serve on the Community Partnership Committee must also serve on the Discover Denton Advisory Board 2All members of the Economic Development Partnership Board must also serve on the Tax Increment Reinvestment Zone No. 2 Board [Westpark TIRZ No. 2]
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Council Committee Assignments – Proposed Assignments Page 2 of 4
BOARD & COMMISSION CURRENT MEMBERS (VACANCIES) MEMBER SELECTIONS MAYOR PROPOSED APPOINTMENTS (DISCUSS)
Development Code Review Committee (previously an Ad Hoc Committee)
Per City ordinance, must be three (3) elected officials (plus three (3) Planning and Zoning Commissioners
Davis
_____ [Formerly Johnson]
_____ [Formerly Ryan]
Maguire Beck (high interest) Armintor Byrd Davis
Davis *Maguire *Byrd
COMMUNITY BOARDS CURRENT MEMBERS (VACANCIES) MEMBER SELECTIONS MAYOR PROPOSED APPOINTMENTS (DISCUSS)
2Economic Development Partnership Board Per City ordinance, must be elected officials
2Davis (Term ends 2022)
2Hudspeth (Term ends 2021)
2Davis
2Hudspeth
2Davis (Term ends Sept. 30, 2022)
2Hudspeth (Hudspeth - Term ends Sept. 30, 2021)
Downtown Denton TIF Reinvestment Zone No. 1 Board Per City ordinance, must be elected officials
Meltzer (Term ends 2022)
_____ (Term ends 2021) [Formerly Baker]
Meltzer (optional) Beck (moderate interest)
Meltzer (Term ends Aug. 31, 2022) Beck (For the Unexpired term ending Aug. 31, 2021
2Tax Increment Reinvestment Zone No. 2 Board [Westpark TIRZ No. 2] Per City ordinance, must be elected officials
2Davis (Term ends 2022)
2Hudspeth (Term ends 2021)
2Hudspeth
2Davis
2Davis (Term ends Sept. 30, 2022)
2Hudspeth (Hudspeth - Term ends Sept. 30, 2021)
LEGEND: 1At least two members who serve on the Community Partnership Committee must also serve on the Discover Denton Advisory Board 2All members of the Economic Development Partnership Board must also serve on the Tax Increment Reinvestment Zone No. 2 Board [Westpark TIRZ No. 2]
Terms end August 31, 2021. Need to identify Partial Term ending August 31, 2021 & Full Term ending August 31, 2023.
Separate appt. process. Separate appt. process. Need to address only the seat expiring in 2021.
Separate appt. process. Separate appt. process. Need to address only the Vacant seat expiring in 2021.
Separate appt. process. Need to address only the seat expiring in 2021. Separate appt. process.
*Appointments will be for the Unexpired Term ending August 31, 2021. Appointments for all three members for the 2021-2023 Term will be presented with the upcoming appointment process.
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Council Committee Assignment s – Proposed Assignments - Page 3 of 3
EXTERNAL COMMITTEES CURRENT MEMBERS (VACANCIES) MEMBER SELECTIONS MAYOR PROPOSED APPOINTMENTS (DISCUSS)
Dallas Regional Mobility Coalition (DRMC)
Must be the Mayor or another elected official Per Dallas Regional Mobility Coalition Bylaws ____ [Formerly Ryan] Hudspeth Maguire Beck (light interest) Hudspeth
1Discover Denton Advisory Board (Previously Convention and Visitors Bureau Advisory Board) Must be 3 elected officials Per Discover Denton Advisory Board – Policy and Guidelines
1____ [Formerly Johnson]
1____ [Formerly Baker]
____ [Formerly Ryan]
1Maguire
1Beck (light interest)
1Byrd Meltzer
1Armintor
1Maguire
1Byrd Beck
Denton County Transportation Authority (DCTA) May be elected official(s) Per Denton County Transportation Authority Bylaws
Chris Watts
_____ (Alternate) [Formerly Ryan] [DCTA reports actual terms end November 12, 2021.]
Maguire ______________ (Alternate)
Chris Watts City Manager (Alternate) [DCTA reports actual terms end November 12, 2021.]
Lake Ray Roberts P&Z Commission Must be the Mayor Per Local Government Code, Title 7, Subtitle B, Chapter 31, Subchapter F Hudspeth (Term expires June 3, 2021) Hudspeth Hudspeth (New Term will expire Jan. 31, 2023)
North Texas Commission (NTC) Prefer it be an elected official (historically the Mayor) otherwise a City employee; can appoint a proxy (historically the city manager) Per North Texas Commission Bylaws
Hudspeth (City Manager – Proxy)
Hudspeth (City Manager – Proxy)
Hudspeth (City Manager – Proxy)
Regional Transportation Council (RTC) Must be elected officials Per Regional Transportation Council Bylaws
____________ [Formerly Ryan; Term ends June 2022]
____________ (Alternate) [Formerly Briggs; Term expires June 2022]
Hudspeth Maguire Beck (moderate interest) _______ (Alternate)
Maguire Hudspeth (Alternate) (Both for the Unexpired Terms ending June 30, 2022)
Texas Municipal Power Agency (TMPA) Not required to be an elected official; historically second member from Public Utilities Board, but not required to be either Per VATCS, Article 1435a and City Ordinance
Chris Watts (Term expires July 18, 2021) Bill Cheek, Jr./Alternate (PUB Member; Term expires July 18, 2021)
Armintor __________ (Alternate) NOTE: Chris Watts communicated interest to continue on TMPA.
Chris Watts (Term expires July 18, 2021; Chris Watts has indicated desire to be reappointed) Bill Cheek, Jr./Alternate (PUB Member; Term expires July 18, 2021)
LEGEND: 1At least two members who serve on the Community Partnership Committee must also serve on the Discover Denton Advisory Board 2All members of the Economic Development Partnership Board must also serve on the Tax Increment Reinvestment Zone No. 2 Board [Westpark TIRZ No. 2]
Separate appt. process Separate appt. process
Separate appt. process Separate appt. process
Separate appt. process Separate appt. process. Need to address only the seat expiring in 2021.
Separate appt. process Separate appt. process. Formal appointment for new term scheduled for June 8, 2021 Council Meeting.
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Council Committee Assignments – Proposed Assignments Page 4 of 4
LEADERSHIP TEAMS CURRENT MEMBERS (VACANCIES) MEMBER SELECTIONS MAYOR PROPOSED APPOINTMENTS (DISCUSS)
Denton County Behavioral Health Leadership Team May be elected official, senior staff, executive, or community member Per Denton County Behavioral Health Leadership Team Bylaws Hudspeth Hudspeth Armintor Byrd
Hudspeth (For a term to expire June 30, 2022]
Denton County Homelessness Leadership Team May be elected official(s), senior staff, executive, or community member Per Denton County Homelessness Leadership Team Bylaws
Hudspeth Staff Member/City Mgr.’s Office
Hudspeth Armintor Byrd
Hudspeth City Manager (Both for terms to expire June 30, 2022]
Denton County Workforce Success Leadership Team May be elected official, senior staff, executive, or community member Per Denton County Workforce Success Leadership Team Bylaws
______ [Formerly Ryan] (Term expires June 30, 2021] Meltzer Meltzer (For a term to expire June 30, 2022]
OTHER CURRENT MEMBERS (VACANCIES) MEMBER SELECTIONS MAYOR PROPOSED APPOINTMENTS (DISCUSS)
Community Justice Council [Inactive as of 06/03/2019] Once activated, will return to City Council Pending research on legislation as currently in
None. Address appointment if activated. Byrd None. Address appointment if activated.
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City Council Committees Appointment Process
Rosa Rios
City Secretary
May 25, 2021
File ID 21-866 66
Objective
File ID 21-866
•Review City Council Committee responsibilities and general purview
•Discuss the relationship of individual Committees to the full City Council
•Review the list of current City Council Committees
•Discuss the City Council Committee appointment process for 2021-2022
File ID 21-866
2
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File ID 21-866
•Committee appointments are reviewed annually
•Committee members serve at the pleasure of the City Council until
successors are appointed by the Mayor and approved by the City Council
•Individual City Council Members are asked to identify which specific
Committees they wish to join
•ISR 2021-028 included as of the May 7, 2021 Friday Report
2021 Committee Appointment Process
File ID 21-866
3
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Oversight and Responsibilities
File ID 21-866
•Section 2-29 of the City of Denton Code of Ordinances addresses City
Council Rules of Procedure
o 2-29(h)(1) states, “The council may, by resolution and as the need arises, authorize the
appointment of council committees.Any committee so created shall cease to exist
when abolished by resolution of the council.Council committees shall comply with the
Texas Open Meetings Act.”
o Council Committees typically consist of three City Council Members
Committee membership is determined by the Mayor and approved by the City Council
Historically, the Mayor has allowed each Council Member to request those committees they wish
to serve on
Presiding Officer (Chair) of the Committee is chosen annually by the Committee
File ID 21-866
4
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Relationship of Individual Committees to Full
City Council
File ID 21-866
•Council Committees vet projects and potential policy recommendations prior
to information being brought before full City Council
o Council Policy remains that any policy item or initiative that would require over 2 hours of staff time must
proceed through the Council Request Process
•Committees do not speak on behalf of the entire City Council or the
community
•Endorsement of an issue or policy matter from an individual Committee
does not result in an automatic endorsement from the full City Council
File ID 21-866
5
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Current City Council Committees
File ID 21-866
Standing Committees
1.Agenda Committee
2.Audit/Finance Committee
3.Committee on Community Engagement
4.Committee on the Environment
5.Council Airport Committee
6.Council Appointee Performance Review Committee
•[Inactive; no action taken during 2020 appointment process]
7.Community Partnership Committee1 [Must also serve on the Discover Denton Advisory Board]
•Currently no quorum exists so unable to meet
8.Mobility Committee
File ID 21-866
6
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External Committee Appointments
File ID 21-866
External Committees
1.Community Justice Council (1 member)
2.Discover Denton Advisory Board1 (3 members)
[Must also serve on the Community Partnership Committee]
3.Dallas Regional Mobility Coalition (1 member)
4.Denton County Behavioral Health Leadership Team (1 member preferred)
5.Denton County Homelessness Leadership Team (1 member preferred)
6.Denton County Transportation Authority (1 member, 1 alternate –option for positions to be elected
officials)
7.Denton County Workforce Success Leadership Team (1 member preferred)
8.Lake Ray Roberts P&Z Commission (1 member)
9.North Texas Commission (1 member)
10.Regional Transportation Council (1 member, 1 alternate)
11.Texas Municipal Power Agency (2 members) [one historically being a PUB member]
7
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Other Appointments
File ID 21-866
Board & Commission
1.Development Code Review Committee (3 Members of the City Council and 3 Planning and Zoning
Commission Members)
NOTE: Was previously an Ad Hoc Committee until April 6, 2021 (adoption of Resolution 21-647)
Community Boards –Separate appointment process presented to City Council for formal
appointment through Economic Development Department
1.Economic Development Partnership Board2 (2 members)[Must also serve on the Tax Increment Reinvestment Zone No. 2 Board]
•One seat expires September 30, 2021
2.Downtown TIF No. 1 Board (2 members)
•One seat expires August 31, 2021
3.Tax Increment Reinvestment Zone No. 2 Board2 (2 members)[Must also serve on the Economic Development Partnership Board]
•One seat expires September 30, 2021
File ID 21-866
8
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Special Appointment Considerations
File ID 21-866
Combined Service
1.Development Code Review Committee
2.Community Partnership Committee
1At least two members who serve on the Community Partnership Committee must also serve on
the Discover Denton Advisory Board
-------------------------------------------------------------------------------------------------------------------------
1.Economic Development Partnership Board (2 members)
2.TIRZ No. 2 Board (2 members)
2All members of the Economic Development Partnership Board must also serve on the Tax
Increment Reinvestment Zone No. 2 Board
File ID 21-866
9
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Next Steps
File ID 21-866
•Discuss Mayor’s proposed assignments
•As presented
•With changes/adjustments as determined during discussion
•Approve City Council Committee appointments during the Special Called
Meeting to follow
•Can schedule additional discussions/formal action at other meeting if need is determined
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Committees –Existing Assignments, Vacancies, COIs, and Proposed Assignments
File ID 21-866
Armintor
File ID 21-866
11
76
File ID 21-866
Committees –Existing Assignments, Vacancies, COIs, and Proposed Assignments –Cont’d
File ID 21-866
12
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File ID 21-866
Committees –Existing Assignments, Vacancies, COIs, and Proposed Assignments –Cont’d
13
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Questions?
14
File ID 21-866 79
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-442,Version:1
AGENDA CAPTION
Receive a report, hold a discussion, and give staff direction on a policy regarding qualifying expenses for tax exemption of historic
sites.
City of Denton Printed on 5/21/2021Page 1 of 1
powered by Legistar™80
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Department of Development Services
ICM: Sara Hensley
DATE: May 25, 2021
SUBJECT
Receive a report, hold a discussion, and give staff direction on a policy regarding qualifying expenses for
tax exemption of historic sites.
BACKGROUND
On May 21, 2019, ID 19-1094 was brought forth to the City Council. Staff stated that they would prepare
a future work session item to discuss creating a policy to formalize guidelines beyond the list of
improvements provided in Exhibit 4. Presently, the City does not have a defined standard of “qualifying
expenses” for improvements and/or restorations to designated historic sites that are considered for a partial
tax exemption, in accordance with Chapter 10, Articles VI and VII of the Denton Municipal Code of
Ordinances.
Articles VI and VII of the Denton Municipal Code of Ordinances also do not have an established deadline
of submission. Tax exemption properties that are set to expire are informed in advance of April 30th of their
expiration year by the Historic Preservation Officer. Additional notice is not provided.
Lastly, the partial tax exemption is only considered for designated historic sites – local historic landmarks
and contributing historic district properties – and historically significant sites in Denton’s downtown
commercial district. The expansion of the current tax exemption lends itself as an additional incentive to
the community to preserve Denton’s unique built fabric and history.
CITY COUNCIL DIRECTION
1. Policy direction from City Council regarding eligible permanent improvements and/or restoration of
historic properties
2. Establishment of an April 30th deadline to submit tax exemption applications to the Denton Central
Appraisal District
3. Expansion of the Current Historic Tax Exemption Ordinance
a. Owner Occupied Residences in New Historic Districts
b. Heritage Properties
c. Neighborhood Stabilization Areas
PREVIOUS ACTION/REVIEW
• October 20, 1987: City Council passed Ordinance 87-189
• April 21, 1998: City Council passed Ordinance 98-110
• November 17, 2009: City Council passed Ordinance 2009-290
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
81
• ID 19-1094: City Council informed that Staff would be preparing a future work session to discuss
creating a policy to formalize list of improvements provided in Exhibit 4
EXHIBITS:
1. Agenda Information Sheet
2. Texas Tax Code Section 11.24
3. Denton Code of Ordinances Articles VI and VII Historic Tax Exemption
4. Application for Historic Landmark Tax Exemption Authorization
5. Presentation
6. Preliminary Public Input
Respectfully submitted:
Richard Cannone, AICP
Deputy Director Development Services
Planning Director
Prepared By:
Cameron Robertson, AICP
Historic Preservation Officer
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Sec. 11.24. HISTORIC SITES. (a) The governing body of a
taxing unit by official action of the body adopted in the manner
required by law for official actions may exempt from taxation
part or all of the assessed value of a structure or
archeological site and the land necessary for access to and use
of the structure or archeological site, if the structure or
archeological site is:
(1) designated as a Recorded Texas Historic Landmark
under Chapter 442, Government Code, or a state archeological
landmark under Chapter 191, Natural Resources Code, by the Texas
Historical Commission; or
(2) designated as a historically or archeologically
significant site in need of tax relief to encourage its
preservation pursuant to an ordinance or other law adopted by
the governing body of the taxing unit.
(b) The governing body of a taxing unit may not repeal or
reduce the amount of an exemption granted under Subsection (a)
for a property that otherwise qualifies for the exemption
unless:
(1) the owner of the property consents to the repeal
or reduction; or
(2) the taxing unit provides written notice of the
repeal or reduction to the owner not later than five years
before the date the governing body repeals or reduces the
exemption.
Acts 1979, 66th Leg., p. 2243, ch. 841, Sec. 1, eff. Jan. 1,
1980. Amended by Acts 1995, 74th Leg., ch. 109, Sec. 21, eff.
Aug. 30, 1995.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 944 (S.B. 2), Sec. 25, eff.
January 1, 2020.
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Subpart A - CODE OF ORDINANCES
Chapter 10 - FINANCE AND TAXATION
ARTICLE VI. TAX EXEMPTION FOR DESIGNATED HISTORIC SITES
Denton, Texas, Code of Ordinances Created: 2021-05-11 15:24:56 [EST]
(Supp. No. 32, Update 1)
Page 1 of 7
ARTICLE VI. TAX EXEMPTION FOR DESIGNATED HISTORIC SITES1
Sec. 10-126. Purpose.
This article is enacted for the purpose of encouraging the preservation of individually designated historic
sites by providing for a reduction of the city's property tax to qualifying properties.
(Ord. No. 87-189, § I(22-50), 10-20-87)
Sec. 10-127. Definition.
As used in this article, "designated historic site" means any structure or archeological site and the land
necessary for access to and use of the structure or archeological site, if the structure or archeological site is
designated as a historically or archeologically significant site in need of tax relief to encourage its preservation
pursuant to an ordinance or other law adopted by the governing body of the unit.
(Ord. No. 87-189, § I(22-51), 10-20-87; Ord. No. 2009-290, § 1, 11-17-09)
Cross reference(s)—Definitions and rules of construction generally, § 1-2Cross reference(s)—.
Sec. 10-128. Partial tax exemption of designated historic sites.
(a) Any property which was a designated historic site on the first day of January for any year beginning with
1989 and extending to and including 2008, shall be exempt from real property ad valorem taxes levied by the
City of Denton to the extent of fifty (50) percent of the assessed value of the designated historic site. The
exemption provided for herein shall apply for a maximum of fifteen (15) successive years, beginning with the
first year the property is entitled to the exemption during the specified years and continuing and including
each and every year of the fourteen (14) successive years thereafter during which the property is a
designated historic site on the first day of January of those fourteen (14) years.
(b) Any property which was a designated historic site on the first day of January 2009 shall be exempt from real
property ad valorem taxes levied by the City of Denton for tax year 2009 to the extent of fifty (50) percent of
the assessed value of the designated historic site.
(c) Any property which is designated a historic site after the first day of January 2009 may be exempt from real
property ad valorem taxes levied by the City of Denton to the extent of fifty (50) percent of the assessed
value of the designated historic site if the property owner demonstrates to city qualifying expenses of ten
thousand dollars ($10,000.00) or more for permanent improvements and/or for restoration of said property.
The qualifying expenses are limited to two (2) years prior to designation as a historic site. The historical
landmark commission must determine whether the qualifying expenses result in a permanent improvement
and/or restoration of said property as a condition of receiving the exemption. The exemption provided for
herein shall apply for a maximum of ten (10) successive years, beginning with the first year the property is
entitled to the exemption during the specified years and continuing and including each and every year of the
1Cross reference(s)—Historic land preservation and historic districts, § 35-211 et seq.
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nine (9) successive years thereafter during which the property is a designated historic site on the first day of
January of those nine (9) successive years.
(d) Additional ten (10) year exemptions thereafter will require the property owner to demonstrate to city
qualifying expenses of ten thousand dollars ($10,000.00) or more, beyond those demonstrated for the initial
or subsequent exemption, for permanent improvements and/or for restoration of said property. The
historical landmark commission must determine whether the qualifying expenses result in a permanent
improvement and/or restoration of said property as a condition of receiving the exemption.
(e) Upon designation as a historic site eligible for a tax exemption or reauthorization of a tax exemption, the
director of planning and development shall provide the property owner a certified ordinance or other
document that authorizes the tax exemption. To receive the exemption provided herein, a person claiming
the exemption must apply for the exemption with the chief appraiser of the Denton Central Appraisal District
as provided by state law. Immediately after issuance of a certificate of demolition or removal, the director of
planning and development shall notify the chief appraiser of the Denton Central Appraisal District.
(Ord. No. 87-189, § I(22-52), 10-20-87; Ord. No. 98-110, § I, 4-21-98; Ord. No. 2009-290, § 1, 11-17-09)
Sec. 10-129. Recapture of taxes.
(a) If any designated historic site is, within twenty-five (25) years from any year in which the property received a
tax exemption under this article:
(1) Removed as a designated historic site by ordinance, upon the request of the owner; or
(2) Removed as a designated historic site by ordinance after it has been determined to have been totally
or partially destroyed or altered by the willful or negligent act of the owner or the owner's agent, in
violation of article V of chapter 35 of this Code;
an additional tax is imposed, on the effective date of the ordinance providing for its removal as a designated
historic site, equal to the difference between the city taxes imposed for each year an exemption was made under
this article, and the taxes that would have been imposed had the exemption not been made, plus interest on the
additional amount at an annual rate of seven (7) percent, calculated from the dates on which the additional taxes
would have become due if not exempted.
(b) If, in providing for the removal of a property as a designated historic site because of its being partially or
totally destroyed or altered, as provided in subsection (a)(2) of this section, the city council, after receiving
the determination of the historic landmark commission and planning and zoning commission, determines,
after public hearing for which the owner shall be given notice, that the property was totally or partially
destroyed or altered by the willful or negligent act of the owner or his representative, in violation of article V
of chapter 35, the additional tax provided for in this section shall be imposed.
(c) A tax lien attaches to the property on the date it is removed as a designated historic site to secure payment
of the additional tax and interest imposed by this section. The lien exists in favor of the city for which the
additional tax is imposed.
(d) The city tax assessor and collector shall notify the chief appraiser of the additional tax imposed and shall
prepare and deliver a statement to the owner for the additional taxes plus interest as soon as practicable
after removal of the property as a designated historic site. The taxes and interest are due and become
delinquent and incur penalties and interest as provided by law for ad valorem taxes imposed by the city if
not paid before February 1 of the year following the year in which the additional tax is imposed.
(Ord. No. 87-189, § I(22-53), 10-20-87)
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Subpart A - CODE OF ORDINANCES
Chapter 10 - FINANCE AND TAXATION
ARTICLE VII. TAX EXEMPTION FOR HISTORICALLY SIGNIFICANT SITES
Denton, Texas, Code of Ordinances Created: 2021-05-11 15:24:56 [EST]
(Supp. No. 32, Update 1)
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ARTICLE VII. TAX EXEMPTION FOR HISTORICALLY SIGNIFICANT SITES
Sec. 10-130. Granting of partial exemption.
Any property which is designated as a "historically significant site" pursuant to the terms of this article and
which is substantially rehabilitated as provided herein shall have abated any increase in the assessed value for ad
valorem tax purposes in excess of the assessed value of the property for the tax year immediately prior to the
renovation, for a period of ten (10) years following the completion of the renovation. Only the historic structure
and the land reasonably necessary for access to, and use of, the structure shall be subject to the tax abatement.
The abatement period shall begin on the first day of the tax year following completion of the rehabilitation project.
(Ord. No. 98-116, § I, 4-28-98)
Sec. 10-131. Designation of historically significant sites.
For the purpose of this article, all structures, residential and commercial, fifty (50) years old or older which
are within the boundaries of the downtown commercial district as indicated on attachment "A," which is attached
hereto [in Ord. No. 98-116] and made a part hereof for all purposes, are designated as historically significant sites
in need of tax relief to encourage their preservation.
(Ord. No. 98-116, § I, 4-28-98)
Sec. 10-132. Eligibility.
To be eligible for a property tax abatement, a property must meet the following requirements:
(1) The property must meet the requirements for designation as a historically significant site in need of tax
relief as defined in section 10-131 of this article.
(2) The property must meet all requirements for application, certification and verification as set forth
below.
(Ord. No. 98-116, § I, 4-28-98)
Sec. 10-133. Application process.
Applications for a historically significant site tax exemption pursuant to this article are to be filed with the
preservation officer (or such other city official designated by the city manager) of the City of Denton, who shall be
the agent for the City of Denton for the purposes of administering this article. Each application must be signed by
the owner of the property, be acknowledged before a notary public and shall:
(1) State the legal description of the property proposed for certification;
(2) Include an affidavit by the owner stating the structure is fifty (50) years old or older and is located
within the Downtown Commercial District of the City of Denton, commercial buildings within historic
districts, historic conservation districts or any commercial building that the city council deems historic
or in need of preservation;
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(3) Include detailed plans and/or descriptions of the proposed work demonstrating rehabilitation is in
accordance with the current property appearance guidelines adopted by ordinance of the city council;
(4) Include cost estimates indicating the repair or rehabilitation of the exterior of the building will equal or
exceed twenty-five (25) percent of the most recent assessed ad valorem tax valuation of the structure
or twenty thousand dollars ($20,000.00), whichever is less. Roof repair or replacement may comprise
no more than fifty (50) percent of the minimum threshold amount necessary to qualify for tax
abatement;
(5) Include a projection of the estimated construction time and predicted completion date of the historic
repair or rehabilitation;
(6) Authorize the members of the historic landmark commission, the city manager or designee, and
elected officials to visit and inspect the property proposed for certification to verify that it is in need of
substantial repair or rehabilitation and to verify repair or rehabilitation;
(7) Sign an agreement to submit an application for a certificate of appropriateness to determine
compliance with property appearance guidelines for any exterior modifications to the property for the
duration of the period during which the tax abatement is in effect;
(8) Include a tax certificate showing all taxes due upon the property have been paid; and
(9) Provide any additional information to the historic landmark commission which the owner or committee
deems relevant or useful, such as the history of the structure, access to the structure by the public, or
any proposed changes in use of the structure.
Each application shall contain sufficient documentation confirming or supporting the information submitted
therein.
(Ord. No. 98-116, § I, 4-28-98; Ord. No. 2014-125, § 1, 5-6-14)
Sec. 10-134. Certification process.
Upon receipt of the sworn application, the preservation officer shall forward the application to the historic
landmark commission for review. The historic landmark commission shall review the proposed rehabilitation for
conformance with the current version of the property appearance guidelines. The historic landmark commission
shall recommend to the city council whether the structure shall be eligible for the tax exemption. The commission
may recommend approval of the application as submitted, approval with conditions, or denial. The historic
landmark commission shall review the application within forty-five (45) days of its submittal to the preservation
officer. The written recommendation of the historic landmark commission shall be delivered to the city manager
no more than ten (10) days after the commission's decision is rendered. If the decision of the commission is for
approval with conditions, and the applicant concurs with such conditions, the above ten (10) days for delivery will
not commence until the application is amended to comply with the conditions approved by the commission. Upon
receipt of the recommendation of the historic landmark commission, the city manager shall, within a reasonable
time, place the matter upon the city council agenda for determination of eligibility. In determining eligibility, the
city council shall first determine that all the requirements of this article have been met and that only the historic
structure and the land reasonably necessary for access to, and use thereof, is to be provided favorable tax relief as
provided in section 10-130 of this article. If eligibility is determined, the council shall authorize the city manager to
execute a tax exemption certificate upon verification of completion of repairs or renovation. If required by the
Denton County Appraisal District, the city manager or designee shall provide annually a list of structures eligible for
tax exemption under this article.
(Ord. No. 98-116, § I, 4-28-98)
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Sec. 10-135. Verification process.
Upon completion of the repair or rehabilitation, the certified applicant shall submit to the preservation
officer a sworn statement of completion acknowledging that the structure has been substantially repaired or
rehabilitated in accordance with the plan approved by the city council. Applicant must also present documentation
verifying that the cost of repair or rehabilitation meets or exceeds the amounts established in section 10-133 of
this article. The preservation officer or designee, upon receipt of the sworn statement of completion, but no later
than thirty (30) days thereafter, shall make an investigation of the property and shall approve or disapprove the
fact that the property has been completed as required for certification. If the repair or renovation deviates in any
way from the construction plan approved by council, the historic landmark commission shall determine whether or
not the modifications are in accordance with the property appearance guidelines. If verification of completion shall
be deemed unfavorable, the certified applicant shall be required to complete or correct the repair or rehabilitation
in order to obtain the tax exemption provided by this article or appeal the commission's decision to the city
council. When the verification of completion receives a favorable review by the preservation officer, or the
commission or the council, whichever is applicable, the preservation officer shall notify the city manager in writing
of compliance. Thereafter, the city manager shall execute a tax exemption certificate and forward same to the
Denton County Appraisal District.
(Ord. No. 98-116, § I, 4-28-98)
Sec. 10-136. Property appearance guidelines.
The property appearance guidelines on file in the office of the preservation officer, the planning department
and such other office as the city manager may designate, are hereby approved and incorporated herein and made
a part hereof for all purposes. The property appearance guidelines shall be periodically reviewed by the historical
landmark commission and desired changes by the commission to such guidelines shall be recommended to the city
council. Any changes to the property appearance guidelines shall not be effective until such changes are approved
by the city council. The city council may direct the city manager or the preservation officer to propose certain
changes to the property appearance guidelines but such changes shall not be adopted by city council without a
recommendation from the historic landmark commission.
(Ord. No. 98-116, § I, 4-28-98; Ord. No. 2014-125, § 2, 5-6-14)
Sec. 10-137. Alteration or destruction.
(a) During the exemption period, if the preservation officer or a member of the historic landmark commission
has reason to believe that an exempted structure has been altered or totally or partially destroyed by the
willful act or negligence of the owner or his representative, the preservation officer shall immediately cause
the matter to be scheduled for the earliest possible consideration by the city council. If, after giving notice
and hearing to the owner, the city council determines that the exempted structure has been totally or
partially destroyed or altered by the willful act or negligence of the owner or his representative, the owner
shall immediately repay to the city all of the tax revenues that were not paid because of the exemption plus
interest calculated at an annual rate of seven (7) percent.
(b) Where an exempted structure is totally or partially destroyed or altered by other than the willful act or
negligence of the owner or his representative, the owner shall, whenever feasible, request a building permit
to reconstruct the historically significant site in accordance with plans and specifications (plans) that comply
with the property appearance guidelines and building and development codes of the city. The cost of
renovation is hereby deemed feasible when destruction or alteration is fifty (50) percent or less of the
assessed ad valorem tax value of the building without deduction for the abatement hereunder. The plans for
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the structure must be approved by the preservation officer or designee. If there is any question that the
plans do not comply with the property appearance guidelines the historic landmark commission shall
determine if such plans are in compliance with such guidelines, A decision by the commission, denying the
issuance of the building permit for failure of the plans to comply with the property appearance guidelines,
may be appealed by the owner to the city council. If rebuilding activities are not completed within one (1)
year of the damage to the structure, the repayment of the tax revenues not paid because of the exemption
shall be required as set forth in subsection (a) above, unless city council grants an extension for such permits.
(c) If the owner of a damaged historic structure exempted under this article applies for a demolition permit, the
building official shall follow the regulations contained in section 35-220 (Demolition or removal of historic
landmarks) of the zoning chapter, as amended, in processing such permit. In cases where a demolition
permit is issued by the city because renovation is not feasible, repayment of tax revenue is not required.
(d) If the owner of a historic structure which is damaged by a willful or negligent act of the owner or his
representative has such structure demolished or such structure is not repaired within one (1) year of the
damage, such owner will not be eligible for future abatement unless a revised application for such structure
is approved by the city council.
(Ord. No. 98-116, § I, 4-28-98)
Sec. 10-138. Transferability to future owner(s).
If the tax exemption certificate executed by the city manager per section 10-135 is timely recorded by the
owner of the structure in the deed records of Denton County with the approved application, the tax exemption
authorized above shall constitute a covenant running with the land for the ten-year period provided in this article.
Should the owner of the structure ever cease to comply with the terms of the application and of this article during
such ten-year period, this abatement may be revoked for the years remaining within such ten-year period, upon
the finding of such incompliance by the city council, after giving notice and hearing to the owner. The city manager
or his designee shall advise the chief appraiser of the Denton County Appraisal District of the revocation of the
abatement and shall file an appropriate document in the deed records of Denton County revoking the tax
exemption.
(Ord. No. 98-116, § I, 4-28-98)
Sec. 10-139. Authority of chief appraiser.
The chief appraiser for the county appraisal district shall determine that portion of land which is reasonably
necessary for access to and use of historic structures for which applications for exemptions are granted and shall
assess for taxation all such excess land in the same equal and uniform manner as all other taxable properties in the
city. It shall be in the discretion of the chief appraiser as to whether or not owners of historically significant
structures under this article must file an application with such appraiser's office annually to obtain the exemption
granted above or if one (1) application can be executed by the owner of the historically significant structure to
obtain the ten-year historic exemption.
(Ord. No. 98-116, § I, 4-28-98)
Sec. 10-140. Use in conjunction with other tax incentives.
At the discretion of city council, the tax abatement provided in this article may be used in conjunction with
tax abatements for historic landmark zoning as provided in article VI chapter 10 of the Denton City Code. The
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applicant must meet all requirements for each tax abatement separately in order to be considered for both
abatements.
This tax abatement may be used in conjunction with other types of abatements that may be developed in
the future, unless otherwise prohibited by statute or by ordinance.
(Ord. No. 98-116, § I, 4-28-98)
Sec. 10-141. Definitions.
Should the exact meaning of terms contained in this article be in dispute, the meaning of such terms as
utilized in the interpretation or definition of such terms in article V "Historic Landmark Preservation and Historic
Districts" of chapter 35 (zoning) of the City Code, as amended, or in this chapter shall control.
(Ord. No. 98-116, § I, 4-28-98)
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Development Services
401 N. Elm St., Denton, TX 76201 (940) 349-8541
CITY OF DENTON HISTORIC
LANDMARK COMMISSION
APPLICATION FOR HISTORIC LANDMARK TAX EXEMPTION AUTHORIZATION
Name of owner
Address of owner
Telephone/Email
This application is for property located at:
List the completed repairs or maintenance work. Attach all receipts. (Please note all receipts for work
completed must total a minimum of $10,000 in order to be considered for the Historic Landmark City
Tax Exemption.)
Signature of Property Owner Date
Return to: Planning Department, 401 N Elm Street, Denton, Texas, 76201
Phone: 940-349-8541 Fax: 940-349-7707 Email: Cameron.Robertson@cityofdenton.com
91
Development Services
401 N. Elm St., Denton, TX 76201 (940) 349-8541
Historic Landmark Tax Exemption Standards
Permanent improvement and/or for restoration of said property
Including but not limited to the maintenance and repair of the following items:
Exterior
• Protective treatment (paint, protective coverings or treatment, siding, and metal
cladding)
• Structural members
• Foundations
• Exterior walls
• Roofs and drainage (roof drains, gutters, and downspouts) Decorative features
(cornice, corbels, trim, and decorative features) Overhang extensions (canopies,
and metal awnings)
• Stairways, decks, porches, or balconies
• Chimneys
• Handrails and guards
• Window, skylight, doors, and door frames
Interior
• Structural member
• Interior surfaces (paint and plaster)
• Stairs and walking surfaces
• Handrails and guards
• Interior doors
General
• Plumbing (re-piping, water heater, and sanitary
sewer)
• Mechanical (furnace, heaters, and ventilation)
• Electrical (service and re-wiring)
• Fire safety (smoke detectors, carbon monoxide detectors)
92
Da
Historic Preservation
Tax Exemption
Ordinance
1
May 25, 2021
City Council Meeting
1
File ID: 21-442
93
Policy Direction from City Council
File ID: 21-4425/25/2021 2
1.Policy direction from City Council regarding eligibility:
Permanent improvements and/or restoration of
historic properties
2.Changes to Ordinance:
Submittal Deadline
3.Policy direction regarding the expansion of the
program for:
Owner Occupied Residences in New Historic
Districts
Heritage Properties
Neighborhood Stabilization Areas
Heritage Properties
At least 50 years old, but do not qualify for or
are not designated a local historic
landmark property. These properties hold
historical significance in Denton and have had
all those facades visible from the right-of-way
substantially restored, rehabilitated, or
preserved.
Neighborhood Stabilization Areas
Promote rehabilitation, restoration, and
revitalization in areas that retain the historic
character of Denton.
94
Current Tax
Exemption Properties
3
Expired 2015-2017 (5 properties)
Expires 2021 (12 properties)
Expires 2023-2026 (10 properties)
Expires 2027-2031 (8 properties)
TOTAL: 30 properties
File ID: 21-4425/25/2021
95
4
Current Tax Exemption Property Examples
305 Mounts Avenue 1108 W Congress Street
607 East College Street
Photos/Map Source: Google
123 N Elm Street
1 2
3 4
1
2
3
4
File ID: 21-4425/25/2021
96
Policy Direction
File ID: 21-4425/25/2021 5
Current Regulations
A.Code of Ordinances
1.HLC approves the improvements
and/or restoration
1.Current issue is that there is
no defined standard
2.City Council authorizes the partial
tax exemption
B.Texas Tax Code Section 11.24
1.Designated as a historically or
archeologically significant site in
need of tax relief to encourage its
preservation pursuant to an
ordinance or other law adopted
by the governing body of the
taxing unit
Discussion
Should there be a defined standard?
97
“Historic Landmark Tax Exemption Standards”
6
IMPROVEMENT and/or RESTORATION of multiple facets of a property that includes, but is not limited to
the maintenance and repair of the following:
EXTERIOR*INTERIOR GENERAL
Protective Treatment Structural Members Plumbing
Structural Members Interior Surfaces (Paint and Plaster)Mechanical
Foundations Stairs and Walking Surfaces Electrical
Exterior Walls Handrails and Guards Fire Safety
Decorative Features Interior Doors
Overhang Extensions
* Also includes: Roofs and drainage, chimneys, handrails and guards, architectural features (e.g. porches, door frames, etc.)
File ID: 21-4425/25/2021
98
Best Practice Cities
7
Some of the cities whose historic tax exemption standards and guidelines were reviewed
Austin
Dallas
Houston
San Antonio
Grapevine
El Paso
Plano
McAllen
Fort Worth
McKinney
Brownsville
Waco
File ID: 21-4425/25/2021
99
Staff Recommendation
File ID: 21-4425/25/2021 8
Staff Recommends
•Establishing deadline to coincide with DCAD
•DCAD: General deadline for filing an
exemption application is before May 1
•Defining what is an improvement and/or
restoration to a historic property
•Establish defined standards that serve to
extend the life of the building
LOCAL TAX EXEMPTION STANDARDS
•All Structural Components
•Foundation Work
•Exterior Envelope of the Building(s) Structure
•Siding Work
•Door & Windows
•Roof Work
•Decorative Detailing (ex. Trim and Cornice)
•Interior work
•Restoration of original features
•Molding
•Detailing (Handrails, Hardware, Lighting, etc.)
•Cabinets
•Wall & Ceiling
•Flooring
•Electrical
•Plumbing
•HVAC system work
100
City of San Antonio, Texas
Best Practices -Owner Occupied Residences in
New Historic District
9File ID: 21-4425/25/2021
•All residential properties occupied by the property owner in newly designated local historic
districts at the time of designation receive a 20% exemption on their City property taxes
for 10 years. The exemption can be extended for an additional five (5) years for a total of 15
years for owners who remain in the same house for the entire period of the exemption.
Photos Source: Google
Proposed Buena Vista
Historic District
101
Where could this additional incentive be
utilized in Denton?
10File ID: 21-4425/25/2021
•Owner Occupied Residences in New Historic
Districts
•Idiots Hill Neighborhood
•SE Denton Neighborhood
•Southridge Neighborhood
102
City of McAllen, Texas
Best Practices -Heritage Properties
11File ID: 21-4425/25/2021
•Heritage Properties
•At least 50 years old, but do not qualify for or is not
designated a landmark property, but have had all of the
facade facing any street it abuts substantially
restored, rehabilitated, or preserved; or
•Is less than 50 years old and has been substantially
restored, rehabilitated, or preserved.
•Owner may apply for an ad valorem tax exemption for ten
(10) years equal to 100 percent of any increase in the
assessed value of the qualified building and/or structure and
land at the time the designation application was filed or
at the time the property was designated.
Map Source: Google
103
Where could this additional incentive be
utilized in Denton?
12File ID: 21-4425/25/2021
•Heritage Properties
•Properties throughout Denton that are at least 50 years old, that do not qualify for our local
Historic Landmark Designation or are not designated a local Historic Landmark. These
properties hold historical significance in Denton and have had all those facades visible from the
right-of-way substantially restored, rehabilitated, or preserved.
Photos Source: Google
Peoples Funeral Home at 1122 E Mulberry Street1007 Oakland Street
104
City of Austin, Texas
Best Practices –Neighborhood Stabilization Areas
13File ID: 21-4425/25/2021
Property Type Minimum
Expenditure*
Duration of
Abatement
How Often May
Abatement be Granted
Homestead in
Revitalization Area
10% of pre-
rehabilitation
value of
structure
10 years Every 15 years
Income-producing
in Revitalization
Area
30% of pre-
rehabilitation
value of
structure
10 years Every 15 years
* At least 5% of the pre-rehabilitation value of the structure (“the improvement”) must be spent on
exterior work. The pre-rehabilitation value is determined by the most recent appraisal value of the
property by the Travis Central Appraisal District before an abatement application is submitted.Map Source: Google
105
Where could this additional incentive be
utilized in Denton?
14File ID: 21-4425/25/2021
•Neighborhood Stabilization Areas
•Promote rehabilitation, restoration, and revitalization in
areas that retain the historic character of Denton
•Opportunity to work with other departments, such as
Community Development and Economic Development
2020 Median
Household Income
106
15
Recommended Updates to the Ordinance
File ID: 21-4425/25/2021
Provide Clarity and Ease to the Historic Tax Exemption Process
•April 30th deadline to submit Tax Exemption Applications for Designated Historic
Sites and Historically Significant Sites to the Denton Central Appraisal District
•Define what is an improvement and/or restoration to a historic property
107
16
City Council Direction
File ID: 21-4425/25/2021
Policy direction from City Council regarding eligible permanent improvements
and/or restoration of historic properties
Establish April 30th deadline to submit Tax Exemption Applications to the
Denton Central Appraisal District
Expansion of the Current Historic Tax Exemption Ordinance
Owner Occupied Residences in New Historic Districts
Heritage Properties
Neighborhood Stabilization Areas
108
17
Questions?
File ID: 21-4425/25/2021
109
1
Robertson, Cameron M.
From:Robertson, Cameron M.
Sent:Thursday, May 20, 2021 2:39 PM
To:Randy Hunt
Subject:RE: Incentives - details!
Good afternoon Randy,
Thank you for sharing your concerns. Please note that this is a preliminary work session. The presentation for Tuesday is
to gain direction from City Council on the policy ideas, and to determine if they would like to move forward with further
policy research. As stated in previous emails, I look forward to working together to make Denton a vibrant and thriving
community, and thank you again for passing your incentive ideas along. The feedback we have received to date will be
included in Staff’s upcoming work session with City Council.
Best,
Cameron
From: Randy Hunt <historicdentoninc@gmail.com>
Sent: Thursday, May 20, 2021 9:10 AM
To: Robertson, Cameron M. <Cameron.Robertson@cityofdenton.com>
Subject: Re: Incentives - details!
This message has originated from an External Source. Please be cautious regarding links and attachments.
How do you plan to present next week when there has been no open communication? Are you to let me know what
you are to present prior to talking to the Council members which we elect?
Please review these two articles that received high recognition:
https://dentonrc.com/opinion/will-the-city-of-denton-ever-embrace-transparency/article_27235356-1196-57e3-a40e-
322450aaddaa.html
https://dentonrc.com/opinion/columnists/annetta-ramsay-history-matters/article_bcd91fa8-c8fa-5e61-94f2-
75d231b76b95.html
My expectations for someone new to the city is to be inclusive and transparent. In the case of Roman, he was involved
by a rush a few people who wanted control of all decisions made by the city for their status quo - and he thought this
handful of people represented neighborhoods because this is what they told him. Without any transparency, is appears
that you have decided that you have enough information to make decisions for residents of Denton? When has any
letter or communication been made with the owners which you are about to represent?
I know you work for a department that disrespects neighborhood in preference to developers; however, this cannot
justify that you have not share any information about what you plan to present - which directly affects
people/residents/owners who have lived here for decades and which have been adversely affected by decisions from
your department that lack any transparency. The Oak-Gateway SAP began as the first time that a large group of equally
represent people were collected to talk and resolve issues - but Scott McDonald quickly shut this down after he replaced
the only Director of you department that we respected.
110
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Do not follow the same route as Roman. Let us know what you are to present prior to you now scheduled presentation
to Council. There is still opportunity to create collaboration - if you agree to transparency and collaboration.
On Thu, May 13, 2021 at 9:41 AM Randy Hunt <historicdentoninc@gmail.com> wrote:
Quick bullet points for an incentive driven motivation of historic preservation. If you use this information for your
presentation to the city, please provide attribution to Historic Denton, Inc.
You can reference this story as proof:
https://dentonrc.com/business/see-the-older-denton-house-thats-getting-national-attention/article_d25174a3-927e-
5214-af8e-d10d12f33be5.html
Premise: Incentives are to target homeowners who declare Homestead tax exemption status as recorded in
DCAD. This also removes evaluation of which houses are eligible and focuses attention to owners who do not gain
financially from rental income of their homes. Income producing buildings return investments to owners annually and
can qualify for the state and federal 45% incentive for rehabilitation. Homeowners cannot gain this support. There is
little to limited incentives to recognize the actual people doing the historic preservation in Denton, a house at a time
without cost to the city. These historic preservation efforts gain the attention of DCAD and the property tax values for
homeowners goes up without any incentives offered to recognize their efforts!
Incentives work and create Strong Neighborhoods:
* Unless an income producing house has a City HL marker, there should be no financial incentives. This resolves a
huge issue created the last time Council was approached about incentives when the claim was that they wanted to
control the number of incentives, or limit them to only buildings within a historic district.
* Keep the base of 50% property tax reduction to all owners (businesses, homes, rentals, etc.) who gain a city HL
marker. This increases your efforts to illustrate wide historic preservation support. It also includes owners who do not
live within a historic district. BUT, add a restriction that if an owner razes their building, then the last 10 years of
property tax reduction must be paid in full. Need to avoid landlords who want to take advantage of money without the
responsibility for historic preservation of their properties.
* For homeowners (non income producing building owners) within a National Register or City historic district, all
homeowners should gain a base 25% property tax reduction incentive, or the 50% base if it holds a city HL marker. This
also eliminates the review of every 10 year review, for it is the building that needs the incentive without regard to the
ownership. The current 10 year limit is bogus, created by a council of men who did not want to recognize owners who
were not developers.
* For homeowners within a National Register historic district with a house that has been determined by THC as
contributing, add another 25% property tax reduction incentive.
* For homeowners within a National Register historic district with a house that has been determined by THC with High
contributing status, add another 25% property tax reduction incentive.
111
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Last - review the historic benefit property tax reduction in Collin County which is most comparable to Denton
County. There is a 100% property tax reduction for historic properties which includes County, City and ISD property
taxes.
Thanks,
Randy
112
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-437,Version:1
AGENDA CAPTION
Receive a report, hold a discussion, and give staff direction on pending City Council requests for:
(1)Work session regarding the one-minute pitch process.
(2)Work session to discuss using ranked-choice voting for officers of Council, Committee, Commissions, and Boards.
(3)A work session on a City initiative to increase COVID vaccine access.
City of Denton Printed on 5/21/2021Page 1 of 1
powered by Legistar™113
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
ICM: Sara Hensley
DATE: May 25, 2021
SUBJECT
Receive a report, hold a discussion, and give staff direction on pending City Council requests for:
(1) Work session regarding the one-minute pitch process.
(2) Work session to discuss using ranked-choice voting for officers of Council, Committee,
Commissions, and Boards.
(3) A work session on a City initiative to increase COVID vaccine access.
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. Work session regarding the one-minute pitch process.
a. Requestor: Council Member Armintor
b. Council Member Request: “I would like to make a one-minute pitch to replace 1-minute pitches
with a system whereby Councilmembers submit any work session and 2+hr information requests
to staff weekly, biweekly, or monthly, and staff publishes them in the Friday report (along with
any remaining one-minute pitch requests still in the queue from the old system).
Councilmembers then either (a) indicate to staff individually by email which requests they
support to move forward, or (b) have a work session discussion to decide which work session
and information requests they would like to see move forward. Requests with the interest of two
or more councilmembers automatically move forward. That way even councilmembers in the
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
114
minority can bring work session request and information requests forward that represent their
constituents, as long as there is at least one other councilmember who supports their request.”
c. Staff Information: During the annual City Council retreat on Saturday, August 17, 2019,
Council discussed how to utilize and prioritize staff’s time when responding to requests for
information from individual Council Members. Staff communicated the challenges of having no
structure, including that the list of individual requests grew (lengthening the time to respond to
requests), and some requests required a substantial amount of staff time for an individual request,
which redirected staff from other priorities established by the body of Council. The result of
those conversations on how to best manage and prioritize staff time was the “one-minute pitch”
process adopted by the City Council on August 27, 2019 through Ordinance No. 19-2026
(Exhibit 2). The process requires requests for information that will take over 2-hours of staff
time, or is a policy or work session request, to be presented in one-minute by the requesting
Elected Official during a standing work session item. The remaining Elected Officials then have
one-minute each to respond to the request and indicate their support. Staff will then take action
on all requests where a consensus of Council (four members) have indicated support.
One of the goals of the one-minute pitch process is to ensure that requests that will use large
amounts of staff resources are supported by the Council as a body, rather than an individual
Council Member. It allows the Council Member to transparently make their request, and receive
feedback, in an open meeting where staff can receive direction from the body to proceed with
the request.
If the Council would like to move forward with a work session, staff can prepare information
and potential alternatives for how staff can receive direction and priorities from Council,
including those alternatives proposed by Council Member Armintor, for discussion. Staff
anticipates that preparing for the work session would use 10-20 hours of staff time.
d. Date requested: May 2, 2021
e. Format for response: Work Session
2. Work session to discuss using ranked-choice voting for officers of Council, Committee,
Commissions, and Boards.
a. Requestor: Council Member Beck
b. Council Member Request: “The Denton Charter Article II,. Sections 2.07, and 2.08.c as well as
other applicable local and state code describe that for the most part, council sets its own rules
for how the council and most committees, commissions, and boards nominate officers. Most
nominations for these officers (e.g. a commission chair or the council's mayor pro tem) follow
what Robert's Rules of Order would characterize as floor nominations from members. However,
at this point Denton procedure generally veers from Robert's Rules. For example, multiple
nominees are generally not always considered and balloting of the members from amongst all
nominees is not used.
I request any needed staff report and a work session to discuss amending our rules and
regulations to adopt full open nominations followed by a variant of rank-choice (or automatic
runoff) voting from amongst all nominees until such time as a majority choice is selected.
As an example, a suggested procedure might be:
1) NOMINATIONS: all nominations from the floor are first accepted along with any
optional justification from the nominating member.
1.a) immediately upon receiving a nomination the acting chair
115
determines if the nominee is amenable to nomination, where this step may be skipped
if the member nominated themselves.
1.b) (as needed) staff identifies if the nominee is eligible and conveys this to the
acting chair.
1.b.1) if a nominee is ineligible, their nomination may be discounted by the chair and
may not be put into nomination but another member.
1.c) all members including the chair are afforded the chance to nominate or second
a nomination along with any optional justification.
2) RANK-CHOICE VOTE: After all valid nominations are determined, an open ballot is
held in which each member ranks their choices from amongst the nominees.
2a) if no nominee receives a simply majority, the lowest vote count nominee is
eliminated and votes for them are automatically transferred to the next higher rank
of each member-voter; often referred to as an automatic runoff.
In this way, we more closely adopt the will of the member body rather than first to be recognized
by the acting chair.
For most officer positions across council, commissions, and boards this will be substantially
identical to the status quo and will thus result in no hardship on council, board members, or
staff.”
c. Staff Information: In the ranked-choice voting system, also known as “instant-runoff voting,”
voters rank all the candidates for a given office by their preference – first choice, second choice,
etc. The votes are first tallied based on the first choice on every ballot. If no single candidate
wins a first-round majority of the votes, then the candidate with the lowest number of votes is
eliminated and another round of vote tallying commences. If a voter’s first choice is eliminated,
then the vote goes to the second choice and so on. Eventually, one candidate receives a majority
(over 50 percent) and wins the election.
• If the City Council would like to implement such a system for all officers, there are
some items, including but not limited to what is listed below, that should be considered
regarding logistics, transparency, and rapport among volunteer members:
• Constructing a ballot and tabulation process that complies with the Texas Open
Meeting Act (TOMA) requirements;
• Time to train staff liaisons and members for the consistent implementation of the
process across 30 committees, boards, and commissions;
• Potential of creating animosity and damaging rapport between volunteer advisory
board members when ranking, and being ranked by, the other board members;
• Potential difficulty or apprehension for a new member to a Board or Commission to
participate in a ranked-choice voting system;
• Procuring, implementing, and using a software that can be displayed to ensure manual
process mistakes are eliminated;
• Developing protocols for any members who do not wish to identify a second, third, etc.
choice. (i.e. – avoiding a stalemate);
• Developing any changes to the B&C Handbook may be necessary to clearly outline the
process.
d. Date requested: May 16, 2021
e. Format for response: Work Session
3. A work session on a City initiative to increase COVID vaccine access.
a. Requestor: Council Member Maguire
116
b. Council Member Request: “In early 2021, the most efficient way to distribute COVID
vaccines was through hubs like the DCPH clinic at TMS. For efficiency, these hubs had to
implement some barriers to vaccination, such as requiring an appointment, requiring patients
to find transportation, and requiring photo ID. Most residents who were willing and able to
overcome these barriers have been vaccinated. Unfortunately, we are still a long way from
herd immunity, and executive orders have made it difficult to protect public health by
requiring masks. It is more urgent than ever that we reach out to unvaccinated residents and
remove as many barriers as possible.
I am requesting a work session on a City initiative to increase COVID vaccine access. Steps to
be discussed can include but are not limited to:
• Expanding the partnership between the City of Denton and Denton County Public
Health.
• Not requiring ID or appointments.
• Onsite vaccinations and incentives for city employees.
• Onsite clinics at Denton’s largest workplaces.
• Sunday clinics at churches.
• Clinics at locations where unhoused Dentonites tend to gather, such as Our Daily
Bread, the Monsignor King Center, and City parks.
• A mobile vaccination bus.
• A door-to-door campaign encouraging and facilitating vaccination.
• Employing Spanish speakers to knock doors in neighborhoods with large Spanish
speaking populations.
• Partnering with Denton ISD to offer vaccines to students, parents, and employees at
their home campus on school days.
• Partnering with our colleges and universities to offer vaccines to students and
employees on campus.”
c. Staff Information: COVID-19 vaccinations are available for people 12 years of age and older
through Denton County Public Health (DCPH). As of May 17, 2021, DCPH has issued
203,734 first doses of the COVID-19 vaccine, and 189,237 of the second dose. Since DCPH
started administering the vaccine, the City of Denton Fire Department (DFD) has partnered
with the County to assist administering the vaccines. Until early May, DCPH administered the
vaccine using Texas Motor Speedway (TMS) as a major hub. People would make their
reservations online, and travel to the speedway to receive their shots.
Beginning in early May, DCPH has now moved to smaller, more localized vaccine events in
an attempt to reach populations that could not travel to the TMS or find an appointment time
that was convenient, including vaccination clinics at Our Daily Bread and The Salvation Army
(in Lewisville) on April 30 and May 21, and are planning a follow up clinic on June 11. The
clinic on May 21 provided second doses to those who were vaccinated on April 30 and first
doses as well. The June 11 clinic will provide second doses for those vaccinated on May 21.
The City worked with local resources to already have all interested City employees receive the
vaccination and is also looking at ways to have an incentive through our wellness program for
those employees that have been vaccinated.
The City of Denton is committed to continuing the partnership with DCPH to administer the
vaccines. The Fire Department has outlined their coordination efforts, and other information
regarding their role administering the COVID-19 vaccine, in Informal Staff Report 2021-032
(Exhibit 3) from May 21, 2021.
117
If City Council would like to pursue options contained within Council Member Maguire’s
request, staff recommends asking for a work session that includes DCPH. During this work
session, the City Council, City staff, and DCPH staff could discuss these and other potential
options, staffing and resource requirements, budget considerations, and potential funding
sources including the American Rescue Plan. Depending on the scope of the presentation, staff
estimates that preparing for a work session would take between 10 and 20 hours.
d. Date requested: May 20, 2021
e. Format for response: Work Session
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Ordinance No. 19-2026
Exhibit 3 – Informal Staff Report No. 2021-032 Fire Department COVID Vaccinations
Exhibit 4 – Presentation
Respectfully Submitted:
Stuart Birdseye
Assistant to the City Manager
118
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119
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.
120
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. --,,
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C i' I: WATTS, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
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121
Date: May 21, 2021 Report No. 2021-032
INFORMAL STAFF REPORT
TO MAYOR AND CITY COUNCIL
SUBJECT:
Denton Fire Department COVID-19 Update
EXECUTIVE SUMMARY:
The Denton Fire Department (DFD) has been extremely involved locally and with the State with
COVID-19 testing even before the vaccines were available. Through the testing processes and
lessons learned, we quickly discovered that Denton County Public Health (DCPH) had a great plan
and process in place. They were coordinating on implementing a mass vaccination plan into action
once the vaccines became available.
As the COVID Vaccination Provider Program registration/sign-ups began, well before any
vaccines were approved for emergency use, the DFD were in discussions with DCPH about hosting
vaccine clinics within the City of Denton. We were fortunate that UNT (Discovery Park) and then
Denton ISD (CH Collins) had prime locations for mass drive thru vaccination sites. DCPH had a
superb model for mass vaccinations which was so efficient that even the CH Collins was quickly
outgrown. At that point the mass vaccination clinics were moved to Texas Motor Speedway to
accommodate larger daily and weekly volumes. The Denton Fire Department has been involved
with every mass vaccination clinic in the COD and at TMS since the inception of the vaccination
clinics through DCPH. This model has delivered over 350,000 doses and counting. Last week the
TMS site was closed since the number of individuals requesting to be vaccinated has dropped
dramatically. The site has now temporarily relocated back to CH Collins this week for 2 vaccine
clinics on Wednesday with approximately 500 doses and Thursday with approximately 3000
doses. These clinics have several 2nd dose recipients since the overall number of new individuals
signing up to request a vaccination has dwindled down to almost non-existent except for the newly
approved 12-18-year-old age group.
DISCUSSION:
Why is the City of Denton not a COVID-19 Vaccine Provider?
During the early stages of COVID-19 and throughout the process, the DFD did investigate in
becoming a registered COVID-19 Vaccine Provider. Ultimately the decision was made to not
become a provider for several reasons. Two of the key reasons included: 1- The storage of the
vaccines. To properly secure and store vaccines for on-going vaccination clinics requires
specialized refrigeration and, in some cases, ultra-cold freezers that the COD currently does not
have and would have had to acquire. 2-The DFD was building a great partnership with DCPH and
felt confident that they would be able to meet our expectations for ensuring that vaccinations are
readily available to our Citizens.
Current COVID Vaccination Clinics:
122
Date: May 21, 2021 Report No. 2021-032
As mentioned previously, DCPH has administered over 350,000 COVID-19 vaccination doses at
over 40 COVID-19 clinics. While most doses were administered at the mass hub site that they
established at Texas Motor Speedway, they have also administered approximately 10,000-20,000
in the COD at CH Collins. DCPH’s model in COVID-19 vaccinating is one of the model programs
in the United States and we are proud to have been partnering with them from the very beginning
on this project.
This week alone they scheduled 2 clinics at CH Collins with the first one being on Wednesday and
the second on Thursday. While these clinics were scheduled for a lot of 2nd dose recipients, they
are also open for 1st doses also. DCPH virtually does not have a waiting list at all anymore. In
fact, individuals without an appointment can literally pull up to the shot clinic today and get an
instant appointment by registering on the DCPH website. DCPH prefers photo id but it is not
required; some type of ID is required to assist in reporting/recording the vaccine in the statewide
database; ID type is a very general category—work/school ID, bills with mailing address, school
record, etc. DCPH has already scheduled another drive-up clinic for next week in-case additional
individuals would like to be vaccinated.
Some Additional Clinics that are On-Going through DCPH:
Going forward DCPH is already scheduling vaccine clinics at schools over the next few months
along with any additional clinics as needs are identified. Additionally, DCPH has also established
a “HomeBound” vaccination program. Since several County Fire Departments had been heavily
involved with Texas Motor Speedway and local Clinics within their own Cities, Denton County
Emergency Service District #1 (Argyle FD) has been tasked with this program. Currently this
program is averaging 5-8 “Home Visits” throughout Denton County twice a week. These clinics
focus on individuals that are homebound and have no other means of going to a traditional
vaccination clinic. The DFD will continue to support DCPH COVID-19 vaccination clinics in the
COD and we have also offered to assist ESD1 with their homebound missions within the COD.
Other Clinics within the COD:
The DFD has also been involved with the Texas Department of Emergency Management (TDEM)
in their vaccination efforts for several months now. The most notable program within the COD
that we have been assisting them on is their “SNF” (Skilled Nursing Facilities) missions. TDEM
has been tasked with ensuring that all residents and staff in Skilled Nursing Facilities are offered
and administered COVID-19 vaccines. This project throughout that state have taken a
considerable amount of time and coordination and is ending this week (The last COD facility was
finished last week).
Another program going on in the State with Texas Military and TDEM is the new “Call Center
Connect” (CCC) Program in which any group of 10 or more can call 844-90-TEXAS to schedule
a visit from a mobile COVID-19 vaccination team.
Additionally, a quick search of pharmacies within the COD revealed that individuals can pretty
much receive a COVID-19 vaccination virtually any day of the week within the COD.
123
Date: May 21, 2021 Report No. 2021-032
Can the DFD arrange for groups to be vaccinated?
Yes, through our various partnerships we can find a provider (either DCPH or TDEM) to
administer COVID-19 vaccine doses to groups. We are also finalizing the logistics in which the
FD would utilize a van as a “Mini Mobile Clinic” within the COD. With this van, we can go out
and register individuals through the DCPH website and then have FD members administer the
doses. With this model DCPH will still be the provider and record keeper, but the DFD will be
the primary party in identifying groups/individuals and administering the COVID-19 vaccines.
How is the City assisting to reach individuals experiencing homelessness?
As reported in the May 7 Friday report, City staff from Community Services partnered with DCPH
and the United Way of Denton County (UWDC) to coordinate vaccine clinics for people
experiencing homelessness. On Friday, April 30, DCPH provided forty-four (44) vaccines at Our
Daily Bread and twenty-seven (27) vaccines at the Salvation Army in Lewisville. UWDC
partnered with each respective agency to pre-register individuals, and DCPH provided onsite
registration to individuals who arrived the day of the clinics. This was DCPH’s first attempt at
decentralizing their vaccine administration process and a successful attempt to target vulnerable
populations. Staff will continue to collaborate with community partners to coordinate vaccine
administration to vulnerable groups.
CONCLUSION:
We expect there to be changes in the future and will continue to be flexible and adapt to meet the
needs of the COD. Individuals wanting to still receive a COVID-19 vaccine have several options
readily available within the COD to receive a free vaccination.
There will likely continue to be small surges in individuals wishing to be vaccinated as additional
age groups open as we are currently seeing with the 12-18-year-old age group with Pfizer. We
will continue to work with our partner agencies to make sure our citizens are being offered vaccines
in a timely manner. DCPH has developed a great model in administering vaccines to our residents
and we are proud to be assisting them in whatever capacity is needed now and, in the future, as we
continue through this process.
STAFF CONTACT:
Kenneth Hedges, Fire Chief
124
City Council Pending
Requests for Information
City Council Meeting
May 25, 2021
125
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: 21-437 May 25, 2021 2 126
Item 1
Work session regarding the one-minute pitch process.
Requestor: Council Member Armintor
Council Member Request: “I would like to make a one-minute pitch to replace 1-minute pitches with a system whereby
Councilmembers submit any work session and 2+hr information requests to staff weekly, biweekly, or monthly, and staff publishes
them in the Friday report (along with any remaining one-minute pitch requests still in the queue from the old system).
Councilmembers then either (a) indicate to staff individually by email which requests they support to move forward, or (b) have a
work session discussion to decide which work session and information requests they would like to see move forward. Requests with
the interest of two or more councilmembers automatically move forward. That way even councilmembers in the minority can bring
work session request and information requests forward that represent their constituents, as long as there is at least one other
councilmember who supports their request.”
3Legistar ID: 21-437 May 25, 2021
127
Item 1Work session regarding the one-minute pitch process.
Staff Information: During the annual City Council retreat on Saturday, August 17, 2019, Council discussed how to utilize and prioritize
staff’s time when responding to requests for information from individual Council Members. Staff communicated the challenges of
having no structure, including that the list of individual requests grew (lengthening the time to respond to requests), and some
requests required a substantial amount of staff time for an individual request, which redirected staff from other priorities established
by the body of Council. The result of those conversations on how to best manage and prioritize staff time was the “one-minute
pitch” process adopted by the City Council on August 27, 2019 through Ordinance No. 19-2026 (Exhibit 2). The process requires
requests for information that will take over 2-hours of staff time, or is a policy or work session request, to be presented in one-
minute by the requesting Elected Official during a standing work session item. The remaining Elected Officials then have one-minute
each to respond to the request and indicate their support. Staff will then take action on all requests where a consensus of Council
(four members) have indicated support.
One of the goals of the one-minute pitch process is to ensure that requests that will use large amounts of staff resources are
supported by the Council as a body, rather than an individual Council Member. It allows the Council Member to transparently make
their request, and receive feedback, in an open meeting where staff can receive direction from the body to proceed with the
request.
If the Council would like to move forward with a work session, staff can prepare information and potential alternatives for how staff
can receive direction and priorities from Council, including those alternatives proposed by Council Member Armintor, for discussion.
Staff anticipates that preparing for the work session would use 10-20 hours of staff time.
Requested Format for Response: Work Session
4Legistar ID: 21-437 May 25, 2021 128
Item 2Work session to discuss using ranked-choice voting for officers of Council, Committee, Commissions, and Boards.
Requestor: Council Member Beck
Council Member Request: “The Denton Charter Article II,. Sections 2.07, and 2.08.c as well as other applicable local and state code describe that for the most part, council sets its own rules for how the council and most committees, commissions, and boards nominate officers. Most nominations for these officers (e.g. a commission chair or the council's mayor pro tem) follow what Robert's Rules of Order would characterize as floor nominations from members. However, at this point Denton procedure generally veers from Robert's Rules. For example, multiple nominees are generally not always considered and balloting of the members from amongst all nominees is not used.
I request any needed staff report and a work session to discuss amending our rules and regulations to adopt full open nominations followed by a variant of rank-choice (or automatic runoff) voting from amongst all nominees until such time as a majority choice is selected.
As an example, a suggested procedure might be:
1) NOMINATIONS: all nominations from the floor are first accepted along with any optional justification from the nominating member.
1.a) immediately upon receiving a nomination the acting chair
determines if the nominee is amenable to nomination, where this step may be skipped if the member nominated themselves.
1.b) (as needed) staff identifies if the nominee is eligible and conveys this to the acting chair.
1.b.1) if a nominee is ineligible, their nomination may be discounted by the chair and may not be put into nomination but another member.
1.c) all members including the chair are afforded the chance to nominate or second a nomination along with any optional justification.
2) RANK-CHOICE VOTE: After all valid nominations are determined, an open ballot is held in which each member ranks their choices from amongst the nominees.
2a) if no nominee receives a simply majority, the lowest vote count nominee is eliminated and votes for them are automatically transferred to the next higher rank of each member-voter; often referred to as an automatic runoff.
In this way, we more closely adopt the will of the member body rather than first to be recognized by the acting chair.
For most officer positions across council, commissions, and boards this will be substantially identical to the status quo and will thus result in no hardship on council, board members, or staff.”
5Legistar ID: 21-437 May 25, 2021 129
Item 2
Work session to discuss using ranked-choice voting for officers of Council,
Committee, Commissions, and Boards.
Staff Information: In the ranked-choice voting system, also known as “instant-runoff voting,” voters rank all the candidates for a given office by their preference –first choice, second choice, etc. The votes are first tallied based on the first choice on every ballot. If no single candidate wins a first-round majority of the votes, then the candidate with the lowest number of votes is eliminated and another round of vote tallying commences. If a voter’s first choice is eliminated, then the vote goes to the second choice and so on. Eventually, one candidate receives a majority (over 50 percent) and wins the election.
If the City Council would like to implement such a system for all officers, there are some items, including but not limited to what is listed below, that should be considered regarding logistics, transparency, and rapport among volunteer members:
• Constructing a ballot and tabulation process that complies with the Texas Open Meeting Act (TOMA) requirements;
• Time to train staff liaisons and members for the consistent implementation of the process across 30 committees, boards, and commissions;
• Potential of creating animosity and damaging rapport between volunteer advisory board members when ranking, and being ranked by, the other board members;
• Potential difficulty or apprehension for a new member to a Board or Commission to participate in a ranked-choice voting system;
• Procuring, implementing, and using a software that can be displayed to ensure manual process mistakes are eliminated;
• Developing protocols for any members who do not wish to identify a second, third, etc. choice. (i.e. –avoiding a stalemate);
• Developing any changes to the B&C Handbook may be necessary to clearly outline the process.
Requested Format for Response: Work Session
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Item 3A work session on a City initiative to increase COVID vaccine access.
Requestor: Council Member Maguire
Council Member Request: “In early 2021, the most efficient way to distribute COVID vaccines was through hubs like the DCPH clinic at TMS. For efficiency, these hubs had to implement some barriers to vaccination, such as requiring an appointment, requiringpatients to find transportation, and requiring photo ID. Most residents who were willing and able to overcome these barriers have been vaccinated. Unfortunately, we are still a long way from herd immunity, and executive orders have made it difficult to protect public health by requiring masks. It is more urgent than ever that we reach out to unvaccinated residents and remove as many barriers as possible.
I am requesting a work session on a City initiative to increase COVID vaccine access. Steps to be discussed can include but are not limited to:
-Expanding the partnership between the City of Denton and Denton County Public Health.-Not requiring ID or appointments.-Onsite vaccinations and incentives for city employees.-Onsite clinics at Denton’s largest workplaces.-Sunday clinics at churches.-Clinics at locations where unhoused Dentonites tend to gather, such as Our Daily Bread, the Monsignor King Center, and City parks.-A mobile vaccination bus.-A door-to-door campaign encouraging and facilitating vaccination.-Employing Spanish speakers to knock doors in neighborhoods with large Spanish speaking populations.-Partnering with Denton ISD to offer vaccines to students, parents, and employees at their home campus on school days.-Partnering with our colleges and universities to offer vaccines to students and employees on campus.”
In this way, we more closely adopt the will of the member body rather than first to be recognized by the acting chair. For most officer positions across council, commissions, and boards this will be substantially identical to the status quo and will thus result in no hardship on council, board members, or staff.”
7Legistar ID: 21-437 May 25, 2021 131
Item 3
A work session on a City initiative to increase COVID vaccine access.
Staff Information: COVID-19 vaccinations are available for people 12 years of age and older through Denton County Public Health (DCPH). As of May 17, 2021, DCPH has issued 203,734 first doses of the COVID-19 vaccine, and 189,237 of the second dose. Since DCPH started administering the vaccine, the City of Denton Fire Department (DFD) has partnered with the County to assist administering the vaccines. Until early May, DCPH administered the vaccine using Texas Motor Speedway (TMS) as a major hub. People would make their reservations online, and travel to the speedway to receive their shots.
Beginning in early May, DCPH has now moved to smaller, more localized vaccine events in an attempt to reach populations that could not travel to the TMS or find an appointment time that was convenient, including vaccination clinics at Our Daily Bread and The Salvation Army (in Lewisville) on April 30 and May 21, and are planning a follow up clinic on June 11. The clinic on May 21 provided second doses to those who were vaccinated on April 30 and first doses as well. The June 11 clinic will provide second doses for those vaccinated on May 21.
The City worked with local resources to already have all interested City employees receive the vaccination and is also looking at ways to have an incentive through our wellness program for those employees that have been vaccinated.
The City of Denton is committed to continuing the partnership with DCPH to administer the vaccines. The Fire Department has outlined their coordination efforts, and other information regarding their role administering the COVID-19 vaccine, in Informal Staff Report 2021-032 (Exhibit 3) from May 21, 2021.
If City Council would like to pursue options contained within Council Member Maguire’s request, staff recommends asking for a work session that includes DCPH. During this work session, the City Council, City staff, and DCPH staff could discuss these and otherpotential options, staffing and resource requirements, budget considerations, and potential funding sources including the American Rescue Plan. Depending on the scope of the presentation, staff estimates that preparing for a work session would take between 10and 20 hours.
Requested Format for Response: Work Session
8Legistar ID: 21-437 May 25, 2021 132
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-1046,Version:1
AGENDA CAPTION
Deliberations Regarding Certain Public Power Utilities:Competitive Matters -Under Texas Government Code
Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071.
Receive a presentation from staff regarding public power competitive and financial matters about the risks of
wholesale energy supply and risk management plans,hedge plans,and strategies as each relates to the DME
electric power and gas portfolio;discuss,deliberate,and provide direction to staff regarding the same.
Consultation with the City’s attorneys regarding legal issues associated with the above matters where a public
discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and
the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas,
or would jeopardize the City’s legal position in any administrative proceeding or potential litigation.
City of Denton Printed on 5/21/2021Page 1 of 1
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-1047,Version:1
AGENDA CAPTION
Deliberations Regarding Certain Public Power Utilities:Competitive Matters -Under Texas Government Code
Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071.
Receive a presentation from staff regarding public power competitive and financial matters about the delivery
of power,wholesale energy supply and risk management plans,hedge plans,and strategies as each relates to the
DME electric power and gas portfolio and to the February winter storm;discuss,deliberate,and provide
direction to staff regarding the same.Consultation with the City’s attorneys regarding legal issues,legal status,
legal analysis,and legal strategy associated with the above matters and pending and potential litigation,
including release of related confidential information,where a public discussion of these legal matters would
conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas
Disciplinary Rules of Professional Conduct of the State Bar of Texas,or would jeopardize the City’s legal
position in any administrative proceeding or potential litigation.
City of Denton Printed on 5/21/2021Page 1 of 1
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-974,Version:1
AGENDA CAPTION
Consider approval of the minutes of May 11, 2021.
City of Denton Printed on 5/21/2021Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT:
ICM:
DATE:
City Secretary’s Office
Sara Hensley
May 25, 2021
SUBJECT
Consider the approval of the minutes for May 11, 2021.
BACKGROUND
The minutes drafts are provided for review and formal approval by the City Council.
EXHIBITS
Exhibit 1 - AIS
Exhibit 2 - May 11, 2021 Minutes Draft
Respectfully submitted:
Rosa Rios
City Secretary
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
136
CITY OF DENTON CITY COUNCIL MINUTES May 11, 2021
After determining that a quorum was present, the City Council of the City of Denton, Texas
convened in a Special Called Meeting on Tuesday, May 11, 2021, at 3:07 p.m. in the Council
Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas.
PRESENT: Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer
ABSENT: None
Also present were Interim City Manager Sara Hensley and City Attorney Aaron Leal.
Note: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer participated in the meeting via video/teleconference under the provisions allowed by the Texas Government
Code Section 551.127
The posted agenda noted the registration process for public participation at this virtual meeting. While citizen commentary received via the online registration process was not read, each member of the City Council received each registration as it was submitted.
SPECIAL CALLED MEETING
1. ITEMS FOR INDIVIDUAL CONSIDERATION
NOTE: Council Members-Elect were issued their Certificate of Election, Statement of Officer, and Oaths of Office in the Council Chamber.
A. ID 21-741 Consider adoption of an ordinance canvassing the returns and declaring the results
of the Regular Municipal Election to elect four City Council Members to Districts 1, 2, 3, and 4 of the City Council of the City of Denton, held on May 1, 2021; declaring that all candidates received the majority of votes cast for their respective District with no Runoff Election being necessary; and providing an effective date.
ASSIGNED ORDINANCE NO. 21-741
All members of the City Council received the comment as submitted and had the opportunity to review all submissions prior to the start of the meeting and consider such comment when voting on the item. The summary of public commentary/registrations are noted in Exhibit A.
This item was presented and no discussion followed.
The election results reported the following. As a result, each candidate qualified for election
to the noted District. With the following candidates having received over 50% of total votes
cast in the respective District, a runoff election was not necessary.
District 1 Vicki Byrd Elected District 2 Brian Beck Elected District 3 Jesse Davis Elected District 4 Alison Maguire Elected
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City of Denton City Council Minutes May 11, 2021 Page 2 Council Member Meltzer moved to adopt the item as presented. Motion seconded by Council
Member Armintor. Motion carried.
AYES (6): Mayor Hudspeth and Council Members Johnson, Baker, Ryan, Armintor, and Meltzer NAYS (0): None
ABSENT WHEN VOTE TAKEN (1): Mayor Pro Tem Davis
The meeting was recessed to transition from the Council Work Session Room to the Council Chamber at 3:14 p.m. and reconvened at 3:19 p.m.
B. ID 21-742 Issue the following to newly Elected Council Members:
• Certificate of Election
• Statement of Officer
• Oaths of Office
Mayor Hudspeth presented the newly elected members noted below with a Certificate of Election, after which City Secretary Rios administered the Statement of Officer and Oaths of Office to each.
District 1 Vicki Byrd District 2 Brian Beck District 3 Jesse Davis District 4 Alison Maguire
The meeting was recessed to transition from the Council Chamber to the Council Work Session Room at 3:30 p.m. and reconvened at 3:37 p.m.
C. ID 21-743 Proclamations in appreciation of service to the City of Denton as a City Council Member for the following:
[The remainder of this page intentionally left blank.]
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• Birdia Johnson - PRESENTED
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• Connie Baker - PRESENTED
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• John Ryan - PRESENTED
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D. ID 21-744 Election of Mayor Pro Tem.
The item was presented and discussion followed. Mayor Hudspeth opened the nominations process.
Council Member Maguire nominated Council Member Meltzer to serve as Mayor Pro Tem. Motion seconded by Council Member Beck. There being no further nominations, Mayor Hudspeth closed the nomination process.
Following discussion, Council Member Beck offered a friendly amendment to Council Member Maguire’s motion to suspend the rules and utilize a “straight” vote process. Council Member Maguire accepted the friendly amendment. Mayor Hudspeth called a voice vote on the motion to elect Council Member Meltzer as
Mayor Pro Tem. The motion carried unanimously.
2. RECESS OF SPECIAL CALLED MEETING
The meeting was recessed at 4:03 p.m. and was reconvened following the Close Meeting.
WORK SESSION After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, May 11, 2021, at 4:03 p.m. in the Council Work Session
Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Gerard Hudspeth, Mayor Pro Tem Paul Meltzer and Council Members Vicki Byrd, Brian Beck, Jesse Davis, Alison Maguire, and Deb Armintor
ABSENT: None Also present were Interim City Manager Sara Hensley and City Attorney Aaron Leal. Note: Mayor Gerard Hudspeth, Mayor Pro Tem Paul Meltzer and Council Members Vicki
Byrd, Brian Beck, Jesse Davis, Alison Maguire, Jesse Davis, and Deb Armintor participated in the work session, closed meeting and meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127 The posted agenda noted the registration process for public participation at this virtual
meeting. However, there were no online registrations or call ins on any items on the agenda.
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1. Citizen Comments on Consent Agenda Items
None
2. Requests for clarification of agenda items listed on this agenda.
• Clarification was requested on the following item:
o Council Member Maguire: Item 1.C (21-847)
• The following item was pulled for Individual Consideration:
o None
3. Work Session Reports
A. ID 21-635 Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response, including providing direction on public
meetings.
The item was presented and discussion followed. Following discussion, City Council consensus was to proceed with the hybrid model as presented and follow up at a future meeting as to budgetary implications regarding closed captioning, Spanish translation, live/closed captioning, creating other zoom meetings, and
expenses involved with board members not attending.
The work session was recessed for a short break at 5:26 p.m. and reconvened at 5:48 p.m.
B. ID 21-555 Receive a report, hold a discussion, and give staff direction regarding the trails concept map for future identification, renovation, and expansion of facilities and trails.
The item was presented and discussion followed.
Following discussion, City Council consensus was to proceed with connectivity as featured/presented, continue with feedback, identify heritage trees, and share with the Public Art Committee for informational purposes.
C. ID 21-912 Receive a report, hold a discussion, and give staff direction regarding updating the existing "Denton Municipal Electric - Energy Risk Management Policy."
The item was presented and discussion followed.
Following discussion, City Council consensus was to proceed with staff recommendation as
presented.
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D. ID 21-435 Receive a report, hold a discussion, and give staff direction on pending City Council requests for: 1) Discussion regarding the Public Improvement District (PID) policy to better define Economic Development and to discuss residential requirements.
2) Entering a letter of opposition for SB29, SB 1646 and HB 1399.
• Item 21-435 (1) Discussion regarding the Public Improvement District (PID) policy to
better define Economic Development and to discuss residential requirements
o Consensus for a future work session.
• Item 21-435 (2) Entering a letter of opposition for SB29, SB 1646 and HB 1399. o Consensus for a future work session The work session ended at 7:00 p.m. CLOSED MEETING
1. The City Council convened into a Closed Meeting at 7:00 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows.
A. ID 21-704 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from staff regarding public power competitive and financial matters about the risks of wholesale energy supply and risk
management plans, hedge plans, and strategies as each relates to the DME electric power and
gas portfolio; discuss, deliberate, and provide direction to staff regarding the same. Consultation with the City’s attorneys regarding legal issues associated with the above matters where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas
Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize
the City’s legal position in any administrative proceeding or potential litigation.
DELIBERATED
B. ID 21-925 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction
pertaining to the potential sale of City-owned real property situated in the Robert Beaumont Survey, Abstract No. 31 and the William Neill Survey, Abstract No. 971, City of Denton, Denton County, Texas, located at 414 West Parkway Street, where a public deliberation of such potential sale would have a detrimental effect on the City’s position in negotiations with a third party. Consultation with the City’s attorneys regarding legal issues associated with
the potential sale involving the real property described above where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would otherwise compromise the City’s legal position in any negotiations.
DELIBERATED
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City of Denton City Council Minutes May 11, 2021 Page 9
C. ID 21-928 Deliberations regarding Personnel Matters - Under Texas Government Code 551.074; and Consultation with Attorneys - Under Texas Government Code 551.071. Continue deliberations and discussions on the appointment, employment, duties, and retirement of the City Attorney, including the appointment and compensation of an interim
City Attorney; consultation with the City’s attorneys regarding associated legal issues where public discussion associated with these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas.
DELIBERATED The item related to Individual Consideration Item 3.C (ID 21-929), scheduled for
consideration at the Special Called Meeting to follow later in the day.
D. ID 21-941 Deliberations regarding Personnel Matters - Under Texas Government Code
Section 551.074. Deliberate and discuss the performance, employment, and duties of the Interim City Manager.
DELIBERATED The closed meeting started at 7:10 p.m. and ended at 9:25 p.m. No votes or actions were taken during the closed meeting.
SPECIAL CALLED MEETING - CONTINUED After determining that a quorum was present, the City Council of the City of Denton, Texas reconvened the Special Called Meeting on Tuesday, May 11, 2021, at 9:31 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas.
PRESENT: Mayor Gerard Hudspeth, Mayor Pro Tem Paul Meltzer and Council Members Vicki Byrd, Brian Beck, Jesse Davis, Alison Maguire, and Deb Armintor ABSENT: None
Note: Mayor Gerard Hudspeth, Mayor Pro Tem Paul Meltzer and Council Members Vicki Byrd, Brian Beck, Jesse Davis, Alison Maguire, and Deb Armintor participated in the work session, closed meeting and meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127
The posted agenda noted the registration process for public participation at this virtual meeting. However, there were no online registrations or call ins on any items on the agenda.
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1. CONSENT AGENDA
The Consent Agenda consisted of Items 1.A-E. No items were pulled for Individual Consideration. Council Member Davis moved to adopt the Consent Agenda as presented. Motion seconded by Mayor Pro Tem Meltzer. Motion carried.
AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire, and Armintor NAYS (0): None
A. ID 21-811 Consider the approval of the minutes for April 27 and May 3, 2021.
APPROVED
B. ID 21-846 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a fifth amendment to a Professional Services Agreement between the City of Denton and Teague Nall and Perkins, Inc., amending the contract approved by City Council on May 8, 2018, in the not-to-exceed amount of $300,050.00; amended by Amendment No. 1, approved by the City Manager;
Amendment No. 2, approved by City Council on September 24, 2019, Amendment No. 3, approved by Purchasing, Amendment No. 4, approved by Purchasing; said fifth amendment to provide a conceptual site plan to include additional engineering, parking plan, and landscape design for the City of Denton Service Center Complex; providing for the
expenditure of funds therefor; and providing an effective date (File 6581 - providing for an
additional fifth amendment expenditure amount not-to-exceed $49,500.00, with the total contract amount not-to-exceed $513,490.00).
ASSIGNED ORDINANCE NO. 21-846
C. ID 21-847 Consider adoption of an ordinance of the City of Denton, a Texas home-rule
municipal corporation, authorizing the approval of Change Order No. 3 to the contract between the City of Denton and Quality Excavation, LLC, for the 2019 Street Reconstruction project for the City of Denton with geographical limits as follows: Hercules Lane from Locust Street to Stuart Road, Scripture Street from Thomas Street to Jagoe Street, Thomas
Street from West Oak Street to Panhandle Street, and Windsor Drive from North Locust
Street to Armstrong Street; providing for the expenditure of funds therefor; and providing an effective date (IFB 7237 - Change Order No. 3 in the not-to-exceed amount of $514,642.84 for a total contract award aggregated to $11,902,878.28).
ASSIGNED ORDINANCE NO. 21-847
D. ID 21-848 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 Green Frog Systems, Inc., through the Buy Board Cooperative Purchasing Network Contract # 592-19, for the purchase of lighting equipment for the trails located within
Quakertown Park and Carl Young Sr. Park for the Parks and Recreation Department;
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City of Denton City Council Minutes May 11, 2021 Page 11
providing for the expenditure of funds therefor; and providing an effective date (File 7644 - awarded to Green Frog Systems, Inc., with a term ending October 1, 2022, in the not-to-exceed amount of $171,488.00).
ASSIGNED ORDINANCE NO. 21-848
E. ID 21-849 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 EZ Dock of Texas, L.P., through the Buy Board Cooperative Purchasing Network Contract # 592-19, for the replacement of the South Lakes Fishing Dock for the Parks and
Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (File 7663 - awarded to EZ Dock of Texas, L.P., in the not-to-exceed amount of $69,544.40).
ASSIGNED ORDINANCE NO. 21-849
2. ITEM(S) FOR INDIVIDUAL CONSIDERATION - CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS
A. ID 21-739 Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of various electric easements, generally located
along Bernard Street, between West Highland Street and Collins Street, situated in the Alexander Hill Survey, Abstract 623 and the M.E.P. and P.R.R. Company Survey, Abstract 925, all in the city and county of Denton, Texas, and more particularly described in the attached Exhibit A (collectively, the "Property Interests"); authorizing the Interim City
Manager and the City Attorney, or their respective designees, to acquire the Property
Interests by agreement, if possible, including making all offers required by law; authorizing the use of the power of eminent domain to condemn the Property Interests if agreement cannot be reached; authorizing the City Attorney, or their designee, to file eminent domain proceedings, if necessary; authorizing the expenditure of funding; making findings;
providing a savings clause; and providing an effective date.
ASSIGNED ORDINANCE NO. 21-739
There were no online registrations or call-ins on the item. The item was presented and discussion followed. Following discussion, Mayor Pro Tem Meltzer moved that the City of Denton, after having
made the offers required by State law, use the power of eminent domain, if needed, to acquire various electric easements situated in the Alexander Hill Survey, Abstract 623 and the M.E.P. and P.R.R. Company Survey, Abstract 925, all in the City of Denton, Denton County, Texas, and more particularly described on Exhibit A to the ordinance now under consideration and on the screen to be displayed to the audience, all of which are for a valid public use necessary
for the expansion, construction, maintenance, and operation of the Hickory to Locust electric transmission line, to serve the public and citizens of the City of Denton.
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City of Denton City Council Minutes May 11, 2021 Page 12 Each page of Exhibit A of the proposed ordinance was shown online prior to a second to the
motion being called.
Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire, and Armintor NAYS (0): None
3. ITEMS FOR INDIVIDUAL CONSIDERATION - CONTINUED
A. ID 20-2530 Consider adoption of an ordinance approving an economic development
agreement under Chapter 380 of the Local Government Code to promote economic development and to stimulate business activity and economic growth of the City of Denton, between the City of Denton and Ranchland Foods, LLC, regarding the expansion of operations and increase in the number of high wage or knowledge-based jobs in the City
of Denton; authorizing the expenditure of funds therefor; and providing an effective date.
The Economic Development Partnership Board recommends approval (8-0).
ASSIGNED ORDINANCE NO. 20-2530
There were no online registrations or call-ins on the item.
The item was presented and discussion followed. Following discussion, Mayor Pro Tem Meltzer moved to adopt the item as presented. Motion seconded by Council Member Maguire. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire, and Armintor
NAYS (0): None
B. ID 20-2551 Consider approval of a resolution of the City Council of the City of Denton nominating Ranchland Foods, LLC, to the Office of the Governor Economic Development and Tourism through the Economic Development Bank as an Enterprise Project; and providing an effective date. The Economic Development Partnership Board recommends
approval (8-0).
ASSIGNED RESOLUTION NO. 20-2551
There were no online registrations or call-ins on the item. The item was presented and discussion followed. Following discussion, Council Member Davis moved to adopt the item as presented. Motion seconded by Council Member Armintor. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire, and Armintor NAYS (0): None
148
City of Denton City Council Minutes May 11, 2021 Page 13
C. ID 21-929 Consider approval of a resolution of the City Council of the City of Denton, Texas, appointing an Interim City Attorney; setting forth the terms of the appointment; setting forth the interim city attorney’s salary; and providing an effective date.
ASSIGNED RESOLUTION NO. 21-929 The item was discussed, in part, under Closed Meeting Item 1.C (ID 21-928) pursuant to
Texas Government Code Sections 551.074 (Personnel Matter) and 551.071 (Consultation
with Attorney) deliberated earlier in the day. There were no online registrations or call-ins on the item.
The item was presented and discussion followed.
Following discussion, Council Member Davis moved to adopt the item as presented. Motion seconded by Council Member Beck. Motion carried.
AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck,
Davis, Maguire, and Armintor NAYS (0): None
4. CONCLUDING ITEMS
Council Members expressed items of interest. With no further business, the meeting was adjourned at 10:33 p.m.
____________________________________ ____________________________________ GERARD HUDSPETH ZOLAINA PARKER MAYOR DEPUTY CITY SECRETARY
CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: ____________________________________
149
Name Last Address City Agenda Item Position Method Comments
Jerry Drake PO Box 2852 Denton 21-741 Support Online Congratulations to all newlyelected Council members;thank you tothose Councilmemberswhopreviously
served the City in those positions;and best wishes to departing City Attorney Aaron Leal,as each of youcontinue your lives in service to the public
May 11, 2021 City Council Special Called Meeting - EXHIBIT A
Speaker Commentaries/RegistrationsOnline, Email, Phone
NOTE: Comments for those citizens addressing the City Council are an abbreviated summary. Information contained within this exhibit includes only commentary for Open Microphone, Consent, Individual Consideration and Public Hearing Items.
150
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-792,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton granting the Denton Juneteenth Celebration
Committee a noise exception pursuant to Section 17-20 of the City of Denton Code of Ordinances for the
Denton Juneteenth Celebration, which will be held on Friday, June 18 through Saturday, June 19, 2021, at Fred
Moore Park; granting an increase in sound levels from 70 to 75 dba and a variance in hours of operation for
amplified sound levels for an outdoor event; and providing an effective date.
City of Denton Printed on 5/21/2021Page 1 of 1
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City of Denton
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
AGENDA INFORMATION SHEET
DEPARTMENT: Parks and Recreation
DCM: David Gaines, Interim Deputy City Manager
DATE: May 25, 2021
SUBJECT
Consider adoption of an ordinance of the City of Denton granting the Denton Juneteenth Celebration
Committee a noise exception pursuant to Section 17-20 of the City of Denton Code of Ordinances for the
Denton Juneteenth Celebration, which will be held on Friday, June 18 through Saturday, June 19, 2021 at
Fred Moore Park; granting an increase in sound levels from 70 to 75 dba and a variance in hours of
operation for amplified sound levels for an outdoor event; and providing an effective date.
BACKGROUND
The 51st Annual Denton Juneteenth Celebration is organized by a non-profit volunteer committee that
serves to actively preserve and promote the broad spectrum of African American heritage through
educational and cultural activities that benefit the community.
This free festival will include food, vendors, a virtual talent show, poetry slam, softball tournament, virtual
freedom run, live parade, “Freedom to Grow” Hometown Heroes Recognition, virtual reading, children’s
games, and live music entertainment. Event organizers anticipate 3,300 in attendance over the course of
the two days.
The Denton Juneteenth Celebration Committee requests an exception to the noise ordinance in sound levels
from 70 to 75 dba and a variance in hours of operation for amplified sound levels on Friday, June 18, 2021
from 7:00 p.m. to 11:30 p.m. and Saturday, June 19, 2021 from 8:00 a.m. to midnight, at Fred Moore Park.
On June 4, 2019, City Council approved an exception to the noise ordinance for the Denton Juneteenth
Celebration under Ordinance 19-1187.
RECOMMENDATION
Staff recommends approval, as the event organizers have consistently demonstrated an ability to
responsibly operate the Denton Juneteenth Celebration at Fred Moore Park at amplified sounds levels
within the public interest and without materially disturbing persons of ordinary sensibilities in the
immediate vicinity.
ESTIMATED SCHEDULE OF PROJECT
N/A
OPERATIONAL IMPACT
N/A
FISCAL INFORMATION
N/A 152
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Ordinance
Respectfully submitted:
Gary Packan, Parks and Recreation
Prepared by:
Jennifer Eusse, Special Event Supervisor, Parks and Recreation
153
ORDINANCE NO. _________
AN ORDINANCE OF THE CITY OF DENTON GRANTING THE DENTON JUNETEENTH CELEBRATION COMMITTEE A NOISE EXCEPTION PURSUANT TO SECTION 17-20 OF THE CITY OF DENTON CODE OF ORDINANCES FOR THE DENTON JUNETEENTH CELEBRATION, WHICH WILL BE HELD ON FRIDAY, JUNE 18 THROUGH SATURDAY,
JUNE 19, 2021, AT FRED MOORE PARK; GRANTING AN INCREASE IN SOUND LEVELS
FROM 70 TO 75 DBA AND A VARIANCE IN HOURS OF OPERATION FOR AMPLIFIED SOUND LEVELS FOR AN OUTDOOR EVENT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, pursuant to Section 17-20 of the Code of Ordinances of the City of Denton, Denton Juneteenth Celebration Committee has made an application to the City Council for an exception to the provision restricting amplified sound levels for an outdoor event, in connection
with the Denton Juneteenth Celebration, from the limitations imposed by Section 17-20 of the Code of Ordinances of the City of Denton, granting an increase in sound levels from 70 to 75 dba and a variance in hours of operation for amplified sound levels for an outdoor event on Friday, June 18, 2021, from 7:00 p.m. to 11:30 p.m. and Saturday, June 19, 2021, from 8:00 a.m. to midnight; and
WHEREAS, upon prior application and approval by the City Council of the City of Denton, the Denton Juneteenth Celebration Committee has consistently demonstrated an ability to
responsibly operate the Denton Juneteenth Celebration at Fred Moore Park, at amplified sound
levels restricted in Section 17-20 of the Code of Ordinances of the City of Denton within the public interest, and without materially disturbing persons of ordinary sensibilities in the immediate vicinity thereof; and
WHEREAS, based upon past history, the City Council of the City of Denton finds that
granting a noise exception for this event, subject to the restrictions contained herein, would serve the public interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. Pursuant to Section 17-20 of the Code of Ordinances, Denton Juneteenth Celebration Committee is hereby granted an exception to said section's amplified sound
prohibition subject to the following restrictions:
1. This exception to the limitations imposed by Section 17-20 of the Code of Ordinances of the City of Denton is granted only in connection with the operation of the Denton Juneteenth Celebration at Fred Moore Park.
2. Denton Juneteenth Celebration Committee agrees to take full responsibility for ensuring that the conditions of this exception are met and to take all reasonable measures necessary to avoid disturbing persons of ordinary sensibilities in the immediate vicinity of the event. 3 Denton Juneteenth Celebration Committee agrees to cease using amplified loudspeakers
on Friday, June 18, 2021 at 11:30 p.m., and on Saturday, June 19, 2021 at midnight.
154
4. Under no circumstances shall the Denton Juneteenth Celebration Committee employ the use of amplified loudspeakers past 11:30 p.m. on Friday, June 18, or past midnight on
Saturday, June 19. 5. Under no circumstances shall the Denton Juneteenth Celebration Committee employ the use of amplified loudspeakers that exceeds 75 dba for an outdoor event when measured from the perimeter of the source as measured by an approved measuring instrument.
6. This Ordinance confers no personal or property rights and may be amended, modified, suspended, or revoked in whole or in part at the will of the City Council of the City of
Denton, without any advance warning, hearing, or compensation, for any reason at all, or
for no reason.
7. This Ordinance shall be strictly construed as an exception granted pursuant to Section 17- 20 of the Code of Ordinances of the City of Denton. The City of Denton expressly reserves unto itself and all other persons any and all legal remedies, both civil and criminal, relating to excessive noise in connection with this annual event, and hereby disclaims any
promissory, or equitable estoppel which might in any way impede the pursuit of such remedies by any person. SECTION 2. This Ordinance shall be effective immediately upon its passage and
approval.
The motion to approve this Ordinance was made by __________________________ and seconded
by _________________________________. This Ordinance was passed and approved by the
following vote [___ - ___]:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: ______ ______ ______ ______
Vicki Byrd, District 1: ______ ______ ______ ______
Brian Beck, District 2: ______ ______ ______ ______
Jesse L. Davis, District 3: ______ ______ ______ ______
Alison Maguire, District 4: ______ ______ ______ ______
Deb Armintor, At Large Place 5: ______ ______ ______ ______
Paul Meltzer, At Large Place 6: ______ ______ ______ ______
155
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: _____________________________________
156
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-812,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton approving a City co-sponsorship to the Denton
Juneteenth Celebration Committee in an amount not to exceed $26,525.00 of in-kind services and resources for
the Denton Juneteenth Celebration, which will be held on Friday, June 18 through Saturday, June 19, 2021, at
the Fred Moore Park; and providing an effective date.
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City of Denton
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
AGENDA INFORMATION SHEET
DEPARTMENT: Parks and Recreation
DCM: David Gaines, Interim Deputy City Manager
DATE: May 25, 2021
SUBJECT
Consider adoption of an ordinance of the City of Denton approving a City co-sponsorship to the Denton
Juneteenth Celebration Committee in an amount not to exceed $26,525.00 of in-kind services and resources
for the Denton Juneteenth Celebration, which will be held on Friday, June 18 through Saturday, June 19,
2021 at the Fred Moore Park; and providing an effective date.
BACKGROUND
The 51st Annual Denton Juneteenth Celebration is organized by a non-profit volunteer committee that
serves to actively preserve and promote the broad spectrum of African American heritage through
educational and cultural activities that benefit the community. This event will be held at Fred Moore Park
on Friday, June 18 from 7:00 p.m. to 10:00 p.m., and Saturday, June 19 from 8:00 a.m. to 10:00 p.m.
This free festival will include food, vendors, a virtual talent show, poetry slam, softball tournament, virtual
freedom run, live parade, “Freedom to Grow” Hometown Heroes Recognition, virtual reading, children’s
games, and live music entertainment. Event organizers anticipate 3,300 in attendance over the course of
the two days.
The Denton Juneteenth Celebration Committee is requesting the City of Denton participate as a co-sponsor
for in-kind services and resources for security, park maintenance support, Fire/EMS, use of Fred Moore
Park and the Denton Civic Center parking lot, and use of city-owned flagpole for display of the Juneteenth
flag. In exchange for the support, the City of Denton will be recognized as an event co-sponsor at a level
equal to the combined value of in-kind services and waived fees.
On June 16, 2020, City Council authorized a co-sponsorship not to exceed $3,310 under ordinance 20-
1149. In addition, on June 4, 2019, City Council authorized a co-sponsorship not to exceed $18,167 of in-
kind services and resources.
RECOMMENDATION
Staff recommends approval and finds that the co-sponsorship of the Juneteenth Celebration serves a
municipal and public purpose and is in the public’s interest.
ESTIMATED SCHEDULE OF PROJECT
N/A
OPERATIONAL IMPACT
N/A
FISCAL INFORMATION
The following table represent the value of fees waived not to exceed $26,525. 158
Parks and Recreation Department
$1,425 Value based on rental fees for Fred Moore Park
$100 Value based on cost of supplies needed to provide in-kind services
$3,800 Value based on expenses for overtime personnel hours
Police Department
$18,200 Value based on expenses for regular and overtime personnel hours
Fire Department
$3,000 Value based on Fire/EMS services
Including this event, the City Council will have authorized a total of $26,525 in co-sponsorship support for
one community event in the current fiscal year.
A provision added to the co-sponsorship letter alerts event organizers of their responsibility for damages
caused to City property beyond normal wear and tear during the hosting of their events. All co-
sponsorships where City facilities or services are requested for free or at a reduced rate require City Council
approval.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Ordinance
Respectfully submitted:
Gary Packan, Parks and Recreation
Prepared by:
Jennifer Eusse, Special Event Supervisor, Parks and Recreation
159
ORDINANCE NO. ______________
AN ORDINANCE OF THE CITY OF DENTON APPROVING A CITY CO-SPONSORSHIP
TO THE DENTON JUNETEENTH CELEBRATION COMMITTEE IN AN AMOUNT NOT
TO EXCEED $26,525.00 OF IN-KIND SERVICES AND RESOURCES FOR THE DENTON
JUNETEENTH CELEBRATION, WHICH WILL BE HELD ON FRIDAY, JUNE 18
THROUGH SATURDAY, JUNE 19, 2021, AT THE FRED MOORE PARK; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Denton Juneteenth Celebration Committee is requesting the City of Denton to participate as a co-sponsor for in-kind services and resources for the Annual Juneteenth Celebration (“the Event”), which will be held on Friday, June 18 through Saturday, June 19, 2021, at Fred Moore Park; and
WHEREAS, the purpose of the Event is to actively preserve and promote the broad
spectrum of the African American heritage through educational and cultural activities that include games and live music; and WHEREAS, the City of Denton has previously co-sponsored up to $15,150.00 of in-kind
services and resources for the Event which included staff, equipment, supplies, security, park
maintenance support, and use of Fred Moore Park for the two-day event; and WHEREAS, the Committee is currently requesting the City to co-sponsor up to $26,525.00 of in-kind services and resources for the Event, which will include park rental, use of the Denton
Civic Center parking lot and city-owned flagpole, security, Fire/EMS, park maintenance staff, and
supplies; and WHEREAS, in exchange for support, the City of Denton will be considered an event co-sponsor of the Juneteenth Celebration at a co-sponsorship level equal to the total value of in-kind
services and resources provided herein; and
WHEREAS, the City Council of the City of Denton finds that the co-sponsorship of the Juneteenth Celebration serves a municipal and public purpose, and is in the public’s interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference.
SECTION 2. The City Council of the City of Denton finds that it is in the public’s interest and benefit to the citizens of the City of Denton to participate as a co-sponsor at a level not to exceed $26,525.00 for in-kind services and resources, which include park rental, use of the Denton Civic Center parking lot and city-owned flagpole, security, Fire/EMS, park maintenance
staff and supplies, of the Juneteenth Celebration which will be held on Friday, June 18 through
160
Saturday, June 19, 2021, at Fred Moore Park and that said participation as a co-sponsor is hereby approved.
SECTION 3. This Ordinance shall be effective immediately upon its passage and approval.
The motion to approve this Ordinance was made by __________________________ and seconded
by _________________________________. This Ordinance was passed and approved by the
following vote [___ - ___]: Aye Nay Abstain Absent
Mayor Gerard Hudspeth: ______ ______ ______ ______
Vicki Byrd, District 1: ______ ______ ______ ______
Brian Beck, District 2: ______ ______ ______ ______
Jesse L. Davis, District 3: ______ ______ ______ ______
Alison Maguire, District 4: ______ ______ ______ ______
Deb Armintor, At Large Place 5: ______ ______ ______ ______
Paul Meltzer, At Large Place 6: ______ ______ ______ ______
PASSED AND APPROVED this the _________ day of ___________________, 2021.
__________________________________
GERARD HUDSPETH, MAYOR
ATTEST: ROSA RIOS, CITY SECRETARY
BY: ________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY
BY: ___________________________________________
161
162
Director
Gary Packan
Parks & Recreation
April 30, 2021
163
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-956,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 Change Healthcare Technology Enabled
Services,LLC,for the preparation and submittal of the Texas Ambulance Supplemental Payment Program
reimbursement for the Fire Department;providing for the expenditure of funds therefor;and providing an
effective date (RFP 7521 -awarded to Change Healthcare Technology Enabled Services,LLC,for a three (3)
year,with the option for two (2)additional one (1)year extensions,in the total five (5)year not-to-exceed
amount of $180,000.00).
City of Denton Printed on 5/21/2021Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: May 25, 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 Change Healthcare Technology
Enabled Services, LLC, for the preparation and submittal of the Texas Ambulance Supplemental Payment
Program reimbursement for the Fire Department; providing for the expenditure of funds therefor; and
providing an effective date (RFP 7521 – awarded to Change Healthcare Technology Enabled Services,
LLC, for a three (3) year, with the option for two (2) additional one (1) year extensions, in the total five (5)
not-to-exceed amount of $180,000.00).
INFORMATION/BACKGROUND
The City of Denton requested proposals for the preparation and submittal of the Texas Ambulance
Supplemental Payment Program (TASPP) and associated services. Previously, the City of Denton was part
of an interlocal contract with the City of Bryan and used Revenue Optimization Solutions, LLC, part of the
Change Healthcare Team, to prepare and submit the TASPP submission.
The TASPP is a federally approved program designed to provide additional reimbursement to governmental
providers that serve Medicaid, Medicaid Managed Care, and the Uninsured fee for service patients. The
City of Denton Fire Department is eligible for a portion of the variance between the cost of providing
ambulance services to Medicaid and uninsured patients, and what Medicaid pays. The annual
reimbursement to the City is an average of $717,483. For supplemental payment recovery preparation and
submission services, the City will pay a service fee equal to 4.0% of the reimbursement, which is 4% lower
than the prior contract. Based on a historical spend and future projections the recommended not to exceed
(NTE) for this contract is $180,000 for a total potential five (5) year contract.
Participation in the TASPP will not be an option if the City of Denton is unable to establish a contract. This
means a missed cost recovery opportunity for the general fund.
Requests for Proposals was sent to 122 prospective suppliers, including 3 Denton firms, of this item. In
addition, specifications were placed on the Materials Management website for prospective suppliers to
download and advertised in the local newspaper. One (1) proposal was received and evaluated based upon
published criteria including delivery, compliance with specifications, experience, and price. Based upon
this evaluation, Change Healthcare Technology Enabled Services, LLC was ranked the highest and
determined to be the best value for the City.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
165
NIGP Code Used for Solicitation: 946-(Service Only)-Financial Services
Notifications sent for Solicitation sent in IonWave: 122
Number of Suppliers that viewed Solicitation in IonWave: 7
HUB-Historically Underutilized Business Invitations sent out: 5
SBE-Small Business Enterprise Invitations sent out: 30
Responses from Solicitation: 1
RECOMMENDATION
Award a contract with Change Healthcare Technology Enabled Services, LLC, for the preparation and
submittal of the Texas Ambulance Supplemental Payment Program reimbursement for the Fire Department,
in a three (3) year, with the option for two (2) additional one (1) year extensions, in the total five (5) year
not-to-exceed amount of $180,000.00.
PRINCIPAL PLACE OF BUSINESS
Change Healthcare Technology Enabled Services, LLC
Alpharetta, GA
ESTIMATED SCHEDULE OF PROJECT
This is a 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 Fire Department Operating Funds based on the reimbursement amount.
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: Lindsey Garrison, 940-349-8844.
Legal point of contact: Marcella Lunn at 940-349-8333.
166
167
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 CHANGE HEALTHCARE TECHNOLOGY ENABLED
SERVICES, LLC, FOR THE PREPARATION AND SUBMITTAL OF THE TEXAS
AMBULANCE SUPPLEMENTAL PAYMENT PROGRAM REIMBURSEMENT FOR THE FIRE
DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE (RFP 7521 AWARDED TO CHANGE HEALTHCARE
TECHNOLOGY ENABLED SERVICES, LLC, FOR A THREE (3) YEAR, WITH THE OPTION
FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR
NOT-TO-EXCEED AMOUNT OF $180,000.00).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for the
Texas Ambulance Supplemental Payment Program; 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, ffice 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
7521 Change Healthcare Technology $180,000.00
Enabled Services, LLC
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
168
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: ______ ______ ______ ______
Vicki Byrd, District 1: ______ ______ ______ ______
Brian Beck, District 2: ______ ______ ______ ______
Jesse Davis, District 3: ______ ______ ______ ______
Alison Maguire, 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
169
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
170
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2
Texas Ambulance Supplemental Payment Program (TASPP)
7521
Gabby Leeper
Not Applicable
RFP
171
Client: Denton Fire Department
Contract Number: RMS162298
Page 1 of 19
MASTER SERVICES AGREEMENT
This MASTER SERVICES AGREEMENT (this “MA”) is effective the latest date in the signature block below
(the “Effective Date”) between Change Healthcare Technology Enabled Services, LLC (“Service Provider”)
and City of Denton, Texas (“Client”), consisting of the MA Terms and Conditions and all Exhibits, Schedules,
and Amendments. This MA governs all the Services described on a Service Schedule that is included in this
MA during the term.
Subject to the terms and conditions of this MA, Client agrees to purchase from Service Provider, and Service
Provider agrees to provide Client with, the service(s) listed in the table below (individually, a “Service” and
collectively, the “Services”). The description of each Service provided under this MA and any additional terms
and conditions relating to such Service are set forth in the Service Schedule referenced in the table below
and attached hereto.
SERVICES SERVICE SCHEDULE
Supplemental Payment Recovery Assistance Services (for Texas) Service Schedule 1
This MA is executed by an authorized representative of each party.
CITY OF DENTON, TEXAS
CHANGE HEALTHCARE
TECHNOLOGY ENABLED
SERVICES, LLC
By:By:
Printed Name: Printed Name:
Title:Title:
Date:Date:
Tax ID:
Client:
332 E. Hickory Street
Denton, Texas 76201
Attention: Purchasing Manager
With a copy to the City Attorney’s Office at 215 E.
McKinney St., Denton, Texas 76201
Service Provider:
5995 Windward Parkway
Alpharetta, Georgia 30005
Attention: President
With a copy to the General Counsel at the same
address
yes
no invoices sent to above address
If no, list invoice address below: ATTEST:
Rosa Rios, CITY SECRETARY
215 E. McKinney Street
Denton, TX 76201
Attention: Aris Saucedo APPROVED AS TO LEGAL FORM:
aris.saucedo@cityofdenton.com AARON LEAL, CITY ATTORNEY
________________________________ SIGNATURE PRINTED NAME
_________________________________
TITLE DEPARTMENT
THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms.
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SVP Revenue Cycle Management Services
Jeffrey J. Wescott
4/30/2021
Fire Chief Fire
Kenneth Hedges
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Client: Denton Fire Department
Contract Number: RMS162298
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MA TERMS AND CONDITIONS
1. TERM
1.1. This MA will begin on the Effective Date and continues until termination or expiration of each
Schedule or amendment attached hereunder, unless earlier terminated as set forth herein.
1.2. Further, this MA will remain in force so long as there is an active Service Schedule(s).
2. SERVICES
2.1. Responsibilities.
2.1.1. Service Provider will perform the Services set forth on the applicable Service
Schedule(s) on behalf of Client.
2.1.2. Service Provider agrees to perform the Services in accordance with all material
applicable laws, rules and regulations, including applicable third-party payer policies
and procedures.
2.1.3. Client will provide Service Provider with the necessary data in the proper format to
enable Service Provider to properly furnish the Services and any information set
forth in the Service Schedule(s) on a timely basis and in a format reasonably
acceptable to Service Provider (the “Client Responsibilities”). Client authorizes, to
the extent necessary, and directs Service Provider to release any or all necessary
data and information (including, without limitation, “Individually Identifiable Health
Information” as such term is defined in 45 C.F.R. § 160.103) received by Service
Provider. Further, Client shall obtain all necessary consents and agreement from
patients to ensure that Service Provider can comply with all applicable federal and
state laws and regulations in providing the Services including, but not limited to,
HIPAA (as defined herein), and the Telephone Consumer Protection Act (47 U.S.C.
Section 227) and related regulations, as well as similar state laws and regulations
governing telephone communications with consumers. Client shall ensure that all
information it provides to Service Provider may be used by Service Provider for
telephone contacts, including obtaining and maintaining a record of the consent
Client has obtained from patients to receive telephone contacts from or on behalf of
Client.
2.2. Operating Procedures.
2.2.1. Client acknowledges (i) that the Services or obligations of Service Provider
hereunder may be dependent on Client providing access to data, information, or
assistance to Service Provider from time-to-time (collectively, "Cooperation"); and
(ii) that such Cooperation may be essential to the performance of the Services by
Service Provider. The parties agree that any delay or failure by Service Provider to
provide the Services hereunder which is caused by Client's failure to provide timely
Cooperation, as reasonably requested by Service Provider, shall not be deemed a
breach of Service Provider’s performance obligations under this MA. Therefore,
Client hereby acknowledges that such variables are specifically excluded from
Service Provider’s liability under this MA.
2.2.2. Client acknowledges that Service Provider has every incentive to perform the
Services in a timely and proficient manner, but the timing and amount of collections
generated by the Services are subject to numerous variables beyond Service
Provider’s control including, without limitation, (i) the inability of third parties or
systems to accurately process data, (ii) the transmission of inaccurate, incomplete
or duplicate data to Service Provider, (iii) untimely reimbursements or payer
bankruptcies, (iv) late charge documentation submissions by Client, or (v) managed
care contract disputes between payers and Client. Therefore, Client hereby
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acknowledges that such variables are specifically excluded from Service Provider’s
liability under this MA.
2.2.3. Service Provider will be the sole provider of the Services to Client.
3. PAYMENT
3.1. Lockbox. Intentionally Omitted.
3.2. Invoicing Terms. Beginning on the Commencement Date (as defined in each Service
Schedule), Client will pay all fees and other charges in U.S. dollars within 30 days of receipt
of the invoice. Prior to the Commencement Date, Client further agrees to establish an
automatic electronic funds debit arrangement for paying Service Provider’s invoices.
3.3. Late Payments. Service Provider may charge Client interest on any overdue fees, charges,
or expenses at a rate equal to the lesser of 1.5% per month or the highest rate permitted by
law. Client will reimburse Service Provider for all reasonable costs and expenses incurred
(including reasonable attorneys’ fees) in collecting any overdue amounts.
3.4. Suspension of the Services. Service Provider reserves the right to suspend performance of
the Services (i) for nonpayment of sums owed to Service Provider that are 31 days or more
past due, where such breach is not cured within fifteen (15) days after notice to Client, or (ii)
if such suspension is necessary to comply with applicable law or order of any governmental
authority.
3.5. Fee Change. Either party may request a fee change in the event of a material change in
legislation, Client’s business or other market conditions which result in a material change in
either the cost associated with Service Provider’s provision of the Services or Service
Provider’s anticipated revenues under this MA. In addition, Service Provider may request a
fee change in the event (i) Client fails to disclose to Service Provider information relating to
Client's practice, which information, if disclosed prior to the Effective Date, would have led
Service Provider to propose a higher fee or (ii) any of the information provided by Client to
Service Provider upon which the practice assumptions set forth in any applicable Service
Schedule are based, is or becomes inaccurate. In the event either party requests a change
in the Fee, the requesting party will provide the non-requesting party with ninety (90) days’
prior written notice (the “Notice Period”) of the requested change (the “Notice”) and such fee
change will be effective at the end of the Notice Period. If the non-requesting party provides
the requesting party written notice during any such Notice Period that any such fee change
request is unacceptable to the non-requesting party, the MA will terminate at the end of the
Notice Period and the Fee in place at that time will remain in effect until the end of the
Workout Period, if any.
4. GENERAL TERMS
4.1. Confidentiality and Proprietary Rights.
4.1.1. Use and Disclosure of Confidential Information. Each party may disclose to the other
party confidential information. Except as expressly permitted by this MA, neither
party will: (i) disclose the other party’s confidential information except (a) to its
employees or contractors who have a need to know and are bound by confidentiality
terms no less restrictive than those contained in this MA, or (b) to the extent required
by law following prompt notice of such obligation to the other party, or (ii) use the
other party’s confidential information for any purpose other than performing its
obligations under this MA. Service Provider understands that this Agreement is
subject to the Texas Open Records Act and that certain information may be subject
to release in accordance with the provisions of the Act. Client will not disclose nor
cause its employees, agents and representatives to disclose to anyone Service
Provider’s business practices, trade secrets or Confidential Information, except as
legally required. Each party will use all reasonable care in handling and securing
the other party’s confidential information and will employ all security measures used
for its own proprietary information of similar nature. Notwithstanding the foregoing,
Client agrees that Service Provider may de-identify Client information consistent with
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the HIPAA Privacy Rule and use Client information and data from transactions
received or created by Service Provider for statistical compilations or reports,
research and for other purposes (the “Uses”). Such Uses shall be the sole and
exclusive property of Service Provider.
4.1.2. Use and Disclosure of Billing Software.
(a) Client agrees that the software Service Provider uses to perform the
Services (the “Billing System”) is proprietary and confidential and that
Service Provider is the sole owner or licensee of the Billing System. All
report formats and reports generated by the Billing System are produced
and will be made available to Client for internal operational purposes only.
(b) Client will not disclose or cause its employees, agents and representatives
to disclose to anyone the Billing System or any information it receives about
the Billing System, except as legally required.
(c) Access to Software. If Service Provider grants Client or its employees or
agents “read-only” or “direct access” to the Billing System or other software
provided by Service Provider by any means, Client agrees to the End User
Terms and Conditions set forth in Exhibit C to this MA.
4.1.3. Period of Confidentiality. The restrictions on use, disclosure and reproduction of
confidential information set forth in Section 4.1, which are a “trade secret” (as that
term is defined under applicable law) will be perpetual, and with respect to other
confidential information such restrictions will remain in full force and effect during the
term of this MA and for three years following the termination of this MA. Following
the termination of this MA, each party will, upon written request, return or destroy all
of the other party’s tangible confidential information in its possession and will
promptly certify in writing to the other party that it has done so.
4.1.4. Injunctive Relief. The parties agree that the breach, or threatened breach, of any
provision of this Section 4.1 may cause irreparable harm without adequate remedy
at law. Upon any such breach or threatened breach, the breached party will be
entitled to seek injunctive relief to prevent the other party from commencing or
continuing any action constituting such breach, without having to post a bond or
other security and without having to prove the inadequacy of other available
remedies. Nothing in this Section 4.1.4 will limit any other remedy available to either
party.
4.1.5. Retained Rights. Client’s rights in the Services will be limited to those expressly
granted in this MA. Service Provider and its suppliers reserve all intellectual property
rights not expressly granted to Client. All changes, modifications, improvements or
new modules made or developed with regard to the Services, whether or not
(i) made or developed at Client’s request, (ii) made or developed in cooperation with
Client, or (iii) made or developed by Client, will be solely owned by Service Provider
or its suppliers. Service Provider retains title to all material, originated or prepared
for Client under this MA. Client is granted a license to use such materials in
accordance with this MA. For purposes of clarification, all data used in the reports
prepared by Service Provider in the performance of Services or Client, and all rights
and interests therein, shall be the sole property of Client. The form of the reports,
work product, including processes and templates used to prepare such reports shall
be the sole property of Service Provider.
4.2. Termination.
4.2.1. Termination for Default. Either party may terminate this MA by providing 30 days
prior written notice of termination to the other party, if the other party (i) materially
breaches this MA and fails to remedy or commence reasonable efforts to remedy
such breach within 15 days, and materially cure within 45 days, after receiving notice
of the breach from the terminating party, (ii) materially breaches this MA in such a
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way that cannot be remedied, (iii) commences dissolution proceedings or (iv) ceases
to operate in the ordinary course of business.
4.2.2. Intentionally Omitted.
4.2.3. Termination by Service Provider.
(a) Service Provider may immediately terminate this MA without incurring any
liability to Client if Service Provider does not receive the clean test file or
completed implementation discovery packet within three months of the
Commencement Date of a Service Schedule and Client will pay Service
Provider for all expenses incurred prior to the termination date; or
(b) If Service Provider uses third-party software to provide the Services, Client
agrees to execute additional documents other than the MA, including but
not limited to nondisclosure or proprietary material documentation that is
reasonably required by Service Provider or any other third-party software
licensor. If Client is unwilling to sign such additional documentation, Service
Provider may terminate this MA 90 days after Service Provider presented
the documentation to Client.
4.2.5. 4.2.4. Termination by Client. Client may terminate this MA immediately if Service
Provider fails to cure any material breach of the “Business Associate Agreement”
(set forth on Exhibit A to this MA) within 30 days of Service Providers receipt of
written notice from Client specifying the breach. Service Provider acknowledges and
agrees that the awarding or continuation of this MA is dependent upon the
availability of funding. The Client’s payment obligations are payable only and solely
from funds appropriated and available for this MA. To the extent known to Client,
Client will provide Service Provider a minimum of 30 days’ written notice prior to
termination of funding, thereafter,the absence of appropriated or other lawfully
available funds shall render the MA null and void to the extent funds are not
appropriated or available. Client shall be responsible for all services provided
through the date of termination.Termination Procedures – Service Provider Billing
System. Intentionally Omitted.
4.2.6. Survival of Provisions. Those provisions of this MA that, by their nature, are intended
to survive termination or expiration of this MA will remain in full force and effect,
including, without limitation, the following Sections of this MA: 3 (Payment), 4.1
(Confidentiality), 4.3 (Limitation of Liability), 4.5 (Civil Monetary Fine or Penalty), 4.6
(Audits), 4.7 (Warranties), and 4.10 – 4.26 (Governing Law – Entire Agreement).
4.3. Limitation of Liability.
4.3.1. Total Damages. Service Provider’s total cumulative liability in connection with, or
related to this MA will be limited to the sum of fees paid by Client to Service Provider
during the 12-month period preceding the date of the claim, as applicable, whether
based on breach of contract, warranty, tort, product liability, or otherwise. Service
Provider will have no liability for systems beyond the control of Service Provider.
4.3.2. Exclusion of Damages. IN NO EVENT WILL SERVICE PROVIDER BE LIABLE TO
CLIENT UNDER, IN CONNECTION WITH, OR RELATED TO THIS MA FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF GOODWILL,
WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT,
PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SERVICE
PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SERVICE PROVIDER UNDERSTANDS AND ACKNOWLEDGES THAT THE
CLIENT SHALL HAVE NO LIABILITY TO SERVICE PROVIDER BEYOND THE
TYPE OR AMOUNT OF DAMAGES THAT IS PROVIDED BY AND CONSISTENT
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WITH THE PROVISIONS OF § 271.153 OF THE TEXAS LOCAL GOVERNMENT
CODE.
4.3.3. Material Consideration. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING
LIMITATIONS ARE A MATERIAL CONDITION FOR THEIR ENTRY INTO THIS MA.
4.4. Internet Disclaimer. CERTAIN PRODUCTS AND SERVICES PROVIDED BY SERVICE
PROVIDER UTILIZE THE INTERNET. SERVICE PROVIDER DOES NOT WARRANT
THAT SUCH SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY
SECURE. SERVICE PROVIDER DOES NOT AND CANNOT CONTROL THE FLOW OF
DATA TO OR FROM SERVICE PROVIDER’S OR CLIENT’S NETWORK AND OTHER
PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE
INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. ACTIONS
OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CLIENT’S
CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ACCORDINGLY,
SERVICE PROVIDER DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR
RELATED TO THE ABOVE EVENTS.
4.5. Civil Monetary Fine or Penalty. Service Provider will pay any civil or monetary fine or penalty
and interest (but not overpayments) assessed against Client by Medicare, Medicaid or other
third-party health insurance provider arising out of Service Provider’s sole negligence or
willful misconduct in the performance of its obligations under this MA. Overpayments
received by Client are the sole responsibility of Client.
4.6. Audits.
4.6.1. Internal Audit by Client. Client may use its own internal resources (“Internal
Auditors”) to perform audits of Service Provider’s accuracy and correctness of the
accounting and internal controls performed and maintained by Service Provider.
Service Provider will provide the Internal Auditors with information that the Internal
Auditor determines to be reasonably necessary to perform and complete the audit
procedures. Client agrees that an audit conducted under this section will be
conducted at such times and in a manner that avoids undue disruption of Service
Provider’s operations.
4.6.2. Third-Party Audit by Client. Client may engage, at its own expense, independent,
external, third-party auditors (“Third-Party Auditors”) to perform audits of Service
Provider’s accuracy and correctness of the accounting and internal control
performed and maintained by Service Provider. If Client engages Third-Party
Auditors, who perform, or are associated with a group who performs, billing and
accounts receivable management services substantially similar to any of the
Services identified on any Service Schedule to this MA, such Third-Party Auditors
may not visit Service Provider’s processing facility or audit the actual billing and
collection process. Service Provider will provide the information that the Third-Party
Auditors determine to be reasonably necessary to perform and complete all audit
procedures. The Third-Party Auditors shall execute Service Provider’s
“Confidentiality Agreement”, substantially in the form attached hereto as Exhibit B,
prior to the start of the audit. Client agrees that an audit conducted under this section
will be conducted at such times and in a manner that avoids undue disruption of
Service Provider’s operations.
4.6.3. Books and Records. If required by Section 952 of the Omnibus Reconciliation Act of
1980, 42 U.S.C. Section 1395x(v)(I)(i) and (ii), for a period of four years after the
Services are furnished, the parties agree to make available, upon the written request
of the Secretary of Health and Human Services, the Comptroller General, or their
representatives, this MA and such books, documents, and records as may be
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necessary to verify the nature and extent of the Services with a value or cost of
$10,000 or more over a twelve month period.
4.7. Warranties
4.7.1. Service Provider.
(a) Prior to the Commencement Date. Unless Service Provider provided
Services prior to the Commencement Date of any Service Schedule, Client
will be responsible for all matters related to Client's practice prior to the
Commencement Date, including, but not limited to, Client's billings,
collections, third party reimbursements, accounts receivable and credit
balances.
(b) Disclaimer of Warranties. Service Provider disclaims any warranties or
representations pertaining to the timing and amount of collections generated
by the Services. Client acknowledges and agrees that Client is solely
responsible for refunding any overpayments and processing any unclaimed
property payments. Service Provider will provide Client with written notice
of unresolved credit balances of which Service Provider becomes aware
(such as overpayments or unclaimed property).
4.7.2. Client.
(a) Charges and Information.
(i) Client represents and warrants that it will forward to Service
Provider (pursuant to the applicable Service Schedule[s]) only
charges for which Client is entitled to bill. Client agrees to monitor
and to refrain from knowingly submitting false or inaccurate
information, charges, documentation or records to Service
Provider and to ensure that the documentation provided by Client
or an agent of Client to Service Provider supports the medical
services provided by Client. Client acknowledges and agrees it
has an obligation to report and correct any credible evidence of
deficiencies on the part of Client. Client also acknowledges that
Service Provider does not make a determination of medical
necessity for any claims.
(ii) Client acknowledges and agrees that Service Provider is not a
collection agency. Client represents and warrants that any debt or
account referred to Service Provider pursuant to this MA is not in
default or delinquent or has not been written off as bad debt. If
any accounts are found to be written off, in default or otherwise
delinquent, Client agrees to immediately recall those accounts
from Service Provider’s responsibility under this MA.
(b) Release of Information. Client represents and warrants that Client has
obtained a release of information and insurance assignment of benefits from
all individuals for whom Client is submitting charges to Service Provider for
the provision of the Services and will immediately notify Service Provider if
such release of information and insurance assignment of benefits is
changed or revoked or if such individual refused/failed to execute such
documents. Client further agrees to provide a copy of such signed
documents upon Service Provider's request. The term “individuals” in this
Section refers to the individual physicians/practitioners, or group members,
on whose behalf the Client is directing Service Provider to submit claims.
4.8. Business Associate. The parties agree to the obligations set forth in Exhibit A.
4.9. Exclusion From Federal Healthcare Programs. Each party warrants that it is not currently
listed by a Federal agency as excluded, debarred, or otherwise ineligible for participation in
any Federal health care program. Each party agrees that it will not employ, contract with, or
otherwise use the services of any individual whom it knows or should have known, after
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reasonable inquiry, (i) has been convicted of a criminal offense related to health care (unless
the individual has been reinstated to participation in Medicare and all other Federal health
care programs after being excluded because of the conviction), or (ii) is currently listed by a
Federal agency as excluded, debarred, or otherwise ineligible for participation in any Federal
health care program. Each party agrees that it will immediately notify the other in the event
that it, or any person in its employ, has been excluded, debarred, or has otherwise become
ineligible for participation in any Federal health care program. Each party agrees to continue
to make reasonable inquiry regarding the status of its employees and independent
contractors on a regular basis by reviewing the General Services Administration’s List of
Parties Excluded from Federal Programs and the HHS/OIG List of Excluded
Individuals/Entities.
4.10. Governing Law. This MA is governed by and will be construed in accordance with the laws
of the State of Texas, exclusive of its rules governing choice of law and conflict of laws and
any version of the Uniform Commercial Code.
4.11. Claims Period. Any action relating to this MA and any claim for damages, including, but not
limited to, a claim for recurring damages arising out of the same cause or event, other than
collection of outstanding payments, must be commenced within one year after the date upon
which the cause of action occurred.
4.12. Assignment and Subcontracts. Neither party will assign this MA without the prior written
consent of the other party, which will not be unreasonably withheld, delayed or conditioned.
Service Provider may, upon notice to Client, assign this MA to any affiliate or to any entity
resulting from the transfer of all or substantially all of Service Provider’s assets or capital
stock or from any other corporate reorganization. Service Provider may subcontract its
obligations under this MA with notice to and the consent of the Client.
4.13. Severability. If any part of a provision of this MA is found illegal or unenforceable, it will be
enforced to the maximum extent permissible, and the legality and enforceability of the
remainder of that provision and all other provisions of this MA will not be affected.
4.14. Notices. All notices relating to the parties’ legal rights and remedies under this MA will be
provided in writing and will reference this MA. Such notices will be deemed given if sent by:
(i) postage prepaid registered or certified U.S. Post mail, then five working days after
sending; or (ii) commercial courier, then at the time of receipt confirmed by the recipient to
the courier on delivery. All notices to a party will be sent to its address set forth on the cover
page hereto, or to such other address as may be designated by that party by notice to the
sending party.
4.15. Waiver. Failure to exercise or enforce any right under this MA will not act as a waiver of such
right.
4.16. Force Majeure. Except for the obligation to pay money, a party will not be liable to the other
party for any failure for performance under the MA 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 Client or Service Provider. In the event of an
occurrence under this Section, Service Provider will be excused from any further
performance or observance of the requirements so affected for as long as such
circumstances prevail and Service Provider continues to use commercially reasonable
efforts to recommence performance or observance whenever and to whatever extent
possible without delay. Service Provider shall immediately notify the Client Procurement
Manager by telephone (to be confirmed in writing) and describe at a reasonable level of
detail the circumstances causing the non-performance or delay in performance.
4.17. Amendment. This MA may be modified, or any rights under it waived, only by a written
document executed by the authorized representatives of both parties. To avoid doubt, this
MA may not be amended via electronic mail or other electronic messaging service.
4.18. No Third-Party Beneficiaries. Except as specifically set forth in a Service Schedule, nothing
in this MA will confer any right, remedy, or obligation upon anyone other than Client and
Service Provider.
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4.19. Relationship of Parties. Each party is an independent contractor of the other party. This MA
will not be construed as constituting a relationship of employment, agency, partnership, joint
venture or any other form of legal association. Neither party has any power to bind the other
party or to assume or to create any obligation or responsibility on behalf of the other party or
in the other party’s name.
4.20. Non-solicitation of Employees. During the term of this MA and for a period of 12 months
following the termination of this MA, each party agrees not to employ, contract with for
services, solicit for employment on its own behalf or on behalf of any third party, or have
ownership in any entity which employs or solicits for employment, any individual who (i) was
an employee of the other or its parent, affiliates or subsidiaries at any time during the
preceding 12 months and (ii) was materially involved in the provision or receipt of the
Services hereunder without the prior written consent of the other party. Notwithstanding the
foregoing, upon any termination of this MA, Client may rehire any individual who was
employed by Client on the Effective Date, and who was hired by Service Provider on or after
such date. Each party agrees that the other party does not have an adequate remedy at law
to protect its rights under this Section and agrees that the non-defaulting party will have the
right to injunctive relief from any violation or threatened violation of this Section.
4.21. Publicity. The parties may publicly announce that they have entered into this MA and
describe their relationship in general terms, excluding financial terms. The parties will not
make any other public announcement or press release regarding this MA or any activities
performed hereunder without the prior written consent of the other party.
4.22. Construction of this MA. This MA will not be presumptively construed for or against either
party. Section titles are for convenience only. As used in this MA, “will” means “shall,” and
“include” means “includes without limitation.” The parties may execute this MA in one or
more counterparts, each of which will be deemed an original and one and the same
instrument.
4.23. Conflict Between MA and Schedules. In the event of any conflict or inconsistency in the
interpretation of this MA (including its Service Schedules and all Amendments executed
hereunder), such conflict or inconsistency will be resolved by giving precedence according
to the following order: (a) the Amendment, (b) the Service Schedule, (c) the MA Terms and
Conditions and Exhibits, (d) Documents Incorporated by Reference.
4.24. Section Headings. The Section headings used herein are for convenience only and shall not
be used in the interpretation of this MA.
4.25. Authority. Service Provider and Client represent and warrant that they have the full power
and authority to enter into this MA, that there are no restrictions or limitations on their ability
to perform this MA, and that the person executing this MA has the full power and authority
to do so.
4.26. Entire Agreement. This MA, including Service Schedules, Exhibits, Amendments, and
Documents Incorporated by Reference, is the complete and exclusive agreement between
the parties with respect to the subject matter hereof, superseding and replacing all prior
agreements, communications, and understandings (written and oral) regarding its subject
matter.
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EXHIBIT A
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (“Agreement”) is entered into by and between Service Provider
(“Business Associate”)and Client (“Covered Entity”). Business Associate and Covered Entity may be
individually referred to as a “Party” and, collectively, the “Parties” in this Agreement. This Agreement shall
be incorporated into and made part of the Underlying Agreement (as defined below).
STATEMENT OF PURPOSE
Pursuant to the Underlying Agreement, Business Associate provides services to Covered Entity and
Covered Entity discloses certain information, including PHI (as defined below), to Business Associate. The
purpose of this Agreement is to protect the privacy and provide for the security of such PHI in compliance
with the Privacy Rule and Security Rule.
SECTION 1: DEFINITIONS
“Electronic Protected Health Information” or “Electronic PHI” will have the meaning given to
such term under the Privacy Rule and the Security Rule, including, but not limited to, 45 C.F.R. § 160.103,
as applied to the information that Business Associate creates, receives, maintains or transmits from or on
behalf of Covered Entity.
“Privacy Rule” will mean the Standards for Privacy of Individually Identifiable Health Information at
45 C.F.R. Part 160 and Part 164, Subparts A and E.
“Protected Health Information” or “PHI” will have the same meaning as the term “protected health
information” in 45 C.F.R. § 160.103, as applied to the information created, received, maintained or transmitted
by Business Associate from or on behalf of Covered Entity.
“Security Rule” will mean the Security Standards at 45 C.F.R. Part 160 and Part 164, Subparts A
and C
“Underlying Agreement” will mean the applicable written services agreement(s) between Covered
Entity and Business Associate under which Covered Entity may disclose PHI to Business Associate.
Capitalized Terms. Capitalized terms used in this Agreement and not otherwise defined herein will
have the meanings set forth in the Privacy Rule and the Security Rule which definitions are incorporated in
this Agreement by reference.
SECTION 2: PERMITTED USES AND DISCLOSURES OF PHI
2.1 Uses and Disclosures of PHI Pursuant to the Underlying Agreement. Except as otherwise limited in
this Agreement, Business Associate may use or disclose PHI to perform functions, activities or services for,
or on behalf of, Covered Entity as specified in the Underlying Agreement, provided that such use or disclosure
would not violate the Privacy Rule if done by Covered Entity.
2.2 Permitted Uses of PHI by Business Associate. Except as otherwise limited in this Agreement,
Business Associate may use PHI for the proper management and administration of Business Associate or to
carry out the legal responsibilities of Business Associate.
2.3 Permitted Disclosures of PHI by Business Associate. Except as otherwise limited in this Agreement,
Business Associate may disclose PHI for the proper management and administration of Business Associate,
provided that the disclosures are Required by Law, or Business Associate obtains reasonable assurances
from the person to whom the information is disclosed that it will remain confidential and will be used or further
disclosed only as Required by Law or for the purpose for which it was disclosed to the person (which purpose
must be consistent with the limitations imposed upon Business Associate pursuant to this Agreement), and
that the person agrees to notify Business Associate of any instances in which it is aware that the
confidentiality of the information has been breached.
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2.4 Data Aggregation. Except as otherwise limited in this Agreement, Business Associate may use PHI
to provide Data Aggregation services for the Health Care Operations of the Covered Entity as permitted by
45 C.F.R. § 164.504(e)(2)(i)(B).
2.5 De-identified Data. Business Associate may de-identify PHI in accordance with the standards set
forth in 45 C.F.R. § 164.514(b) and may use or disclose such de-identified data unless prohibited by
applicable law.
SECTION 3: OBLIGATIONS OF BUSINESS ASSOCIATE
3.1 Appropriate Safeguards. Business Associate will use appropriate administrative, physical, and
technical safeguards to comply with the Security Rule with respect to Electronic PHI, to prevent use or
disclosure of such information other than as provided for by the Underlying Agreement and this Agreement.
Except as expressly provided in the Underlying Agreement or this Agreement, Business Associate will not
assume any obligations of Covered Entity under the Privacy Rule. To the extent that Business Associate is
to carry out any of Covered Entity’s obligations under the Privacy Rule, Business Associate will comply with
the requirements of the Privacy Rule that apply to Covered Entity in the performance of such obligations.
3.2 Reporting of Improper Use or Disclosure, Security Incident or Breach. Business Associate will report
to Covered Entity any use or disclosure of PHI not permitted under this Agreement, Breach of Unsecured
PHI or any Security Incident, without unreasonable delay, and in any event no more than fourteen (14) days
following discovery; provided, however, that the Parties acknowledge and agree that this Section constitutes
notice by Business Associate to Covered Entity of the ongoing existence and occurrence of attempted but
Unsuccessful Security Incidents (as defined below). “Unsuccessful Security Incidents” will include, but not
be limited to, pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful
log-on attempts, denials of service and any combination of the above, so long as no such incident results in
unauthorized access, use or disclosure of PHI. Business Associate’s notification to Covered Entity of a
Breach will comply with the requirements set forth in 45 C.F.R. § 164.404.
3.3 Business Associate’s Agents. Business Associate will enter into a written agreement with any agent
or subcontractor that creates, receives, maintains or transmits PHI on behalf of Business Associate for
services provided to Covered Entity, providing that the agent agrees to restrictions and conditions that are
no less restrictive than those that apply through this Agreement to Business Associate with respect to such
PHI.
3.4 Access to PHI. To the extent Business Associate agrees in the Underlying Agreement to maintain
any PHI in a Designated Record Set, Business Associate agrees to make such information available to
Covered Entity pursuant to 45 C.F.R. § 164.524, within ten (10) business days of Business Associate’s
receipt of a written request from Covered Entity; provided, however, that Business Associate is not required
to provide such access where the PHI contained in a Designated Record Set is duplicative of the PHI
contained in a Designated Record Set possessed by Covered Entity.
3.5 Amendment of PHI. To the extent Business Associate agrees in the Underlying Agreement to
maintain any PHI in a Designated Record Set, Business Associate agrees to make such information available
to Covered Entity for amendment pursuant to 45 C.F.R. § 164.526 within ten (10) business days of Business
Associate’s receipt of a written request from Covered Entity.
3.6 Documentation of Disclosures. Business Associate will document disclosures of PHI and information
related to such disclosures as would be required for Covered Entity to respond to a request by an Individual
for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.
3.7 Accounting of Disclosures. Business Associate will provide to Covered Entity, within twenty (20)
business days of Business Associate’s receipt of a written request from Covered Entity, information collected
in accordance with Section 3.6 of this Agreement, to permit Covered Entity to respond to a request by an
Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528.
3.8 Governmental Access to Records. Business Associate will make its internal practices, books and
records relating to the use and disclosure of PHI received from, or created or received by Business Associate
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on behalf of, Covered Entity available to the Secretary for purposes of the Secretary determining compliance
with the Privacy Rule and the Security Rule.
3.9 Mitigation. To the extent practicable, Business Associate will cooperate with Covered Entity’s efforts
to mitigate a harmful effect that is known to Business Associate of a use or disclosure of PHI by Business
Associate that is not permitted by this Agreement.
3.10 Minimum Necessary. Business Associate will request, use and disclose the minimum amount of PHI
necessary to accomplish the purpose of the request, use or disclosure, in accordance with 45 C.F.R. §
164.514(d), and any amendments thereto.
SECTION 4: CHANGES TO PHI AUTHORIZATIONS
Covered Entity will notify Business Associate fifteen (15) days, if practicable, prior to the effective
date of (1) any limitation(s) in its notice of privacy practices in accordance with 45 C.F.R. § 164.520, (2) any
changes in, or revocation of, permission by an Individual to use or disclose PHI, or (3) any restriction to the
use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522. Covered
Entity will make such notification to the extent that such limitation, restriction, or change may affect Business
Associate’s use or disclosure of PHI.
SECTION 5: TERM AND TERMINATION
5.1 Term. The term of this Agreement will commence as of the Commencement Date. The Agreement
term will be for three (3) years, with the option for two (2) additional, automatic, one (1) year extensions, in a
total five (5) year period.
5.2 Termination for Cause. Upon either Party’s knowledge of a material breach by the other Party of this
Agreement, such Party may terminate this Agreement immediately if cure is not possible. Otherwise, the
non-breaching party will provide written notice to the breaching Party detailing the nature of the breach and
providing an opportunity to cure the breach within thirty (30) business days. Upon the expiration of such
thirty (30) day cure period, the non-breaching Party may terminate this Agreement and the affected
underlying product or service if the breaching party does not cure the breach or if cure is not possible.
5.3 Effect of Termination.
5.3.1 Except as provided in Section 5.3.2, upon termination of the Underlying Agreement or this
Agreement for any reason, Business Associate will return or destroy all PHI received from Covered Entity, or
created or received by Business Associate on behalf of Covered Entity, at Covered Entity’s expense, and will
retain no copies of the PHI. This provision will apply to PHI that is in the possession of subcontractors or
agents of Business Associate.
5.3.2 If it is infeasible for Business Associate to return or destroy the PHI upon termination of the
Underlying Agreement or this Agreement, Business Associate will: (a) extend the protections of this
Agreement to such PHI and (b) limit further uses and disclosures of such PHI to those purposes that make
the return or destruction infeasible, for so long as Business Associate maintains such PHI.
5.3.3 The respective rights and obligations of Business Associate under Section 5.3 of this
Agreement will survive the termination of this Agreement and the Underlying Agreement.
SECTION 6: COOPERATION IN INVESTIGATIONS
The Parties acknowledge that certain breaches or violations of this Agreement may result in litigation or
investigations pursued by federal or state governmental authorities of the United States resulting in civil
liability or criminal penalties. Each Party will cooperate in good faith in all respects with the other Party in
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connection with any request by a federal or state governmental authority for additional information and
documents or any governmental investigation, complaint, action or other inquiry.
SECTION 7: COMPLIANCE WITH LAW
Business Associate will comply with all applicable federal privacy and security laws governing PHI, as they
may be amended from time to time.
SECTION 8: AMENDMENT
This Agreement may be modified, or any rights under it waived, only by a written document executed by the
authorized representatives of both Parties. In addition, if any relevant provision of the Privacy Rule or the
Security Rule is amended in a manner that changes the obligations of Business Associate or Covered Entity
that are embodied in terms of this Agreement, then the Parties agree to negotiate in good faith appropriate
non-financial terms or amendments to this Agreement to give effect to such revised obligations.
SECTION 9: GENERAL
This Agreement is governed by, and will be construed in accordance with, the laws of the State that govern
the Underlying Agreement. Covered Entity will not assign this Agreement without the prior written consent
of Business Associate, which will not be unreasonably withheld. All notices relating to the Parties’ legal rights
and remedies under this Agreement will be provided in writing to a Party, will be sent to its address set forth
in the Underlying Agreement, or to such other address as may be designated by that Party by notice to the
sending Party, and will reference this Agreement. Nothing in this Agreement will confer any right, remedy,
or obligation upon anyone other than Covered Entity and Business Associate.
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EXHIBIT B
CONFIDENTIALITY AGREEMENT
Service Provider and City of Denton, Texas (the “Client”) have entered into an agreement whereby Service
Provider provides certain services (the “Services”) to Client (the “Master Services Agreement”). Client has entered
into a contractual relationship with _____[insert name of person/entity performing the audit]____ (“Recipient”)
and instructs Service Provider to allow Recipient to review certain information in Service Provider’s possession
regarding Client’s business and accounts receivable billing and collections performed by Service Provider (the
“Client Proprietary Information”). Therefore, in consideration of the mutual covenants and conditions contained in
this Confidentiality Agreement (the “Confidentiality Agreement”), Recipient and Client agree as follows:
A. During the course of Recipient’s examination and review of Client Proprietary Information, Recipient may
be exposed to or review certain proprietary information regarding Service Provider (“Service Provider Proprietary
Information”). Service Provider Proprietary Information refers to any and all data and information relating to the
business of Service Provider which has value to Service Provider and is not generally known by its competitors or
the public, including, without limitation, financial information, inventions, methods, techniques, actual or potential
customers and suppliers, the Master Services Agreement, Service Provider’s business practices or other trade
secrets or confidential information of Service Provider, all report formats, and existing and future products and
computer systems and software. Recipient acknowledges and agrees that all Service Provider Proprietary
Information and all physical embodiments thereof are confidential to Service Provider and are and will remain the
sole and exclusive property of Service Provider. All Service Provider Proprietary Information acquired by Recipient
will be kept strictly confidential and will not be disclosed to any other person or entity (including any entity affiliated
with or any division of Recipient).
B. Service Provider Proprietary Information does not include information which (i) is publicly known or which
becomes publicly known through no act or failure to act on the part of Recipient; (ii) is lawfully obtained by Recipient
from any third party entitled to disclose such information; (iii) is in the lawful possession of Recipient prior to such
information having been disclosed to Recipient by Service Provider; or (iv) is independently developed by Recipient.
C. Recipient further agrees that during Recipient’s engagement by Client and for a period of one (1) year
following any termination of Recipient’s engagement for whatever reason, Recipient will not, directly or indirectly,
on Recipient’s own behalf or in the service of, or on behalf of any other individual or entity, divert, solicit or hire
away, or attempt to divert, solicit or hire away, to or for any individual or entity, any person employed by Service
Provider, whether or not such employee is a full-time employee, temporary employee, leased employee or
independent contractor of Service Provider, whether or not such employee is employed pursuant to written
agreement and whether or not such employee is employed for a determined period or at-will.
D. Recipient acknowledges that great loss and irreparable damage would be suffered by Service Provider if
Recipient should breach or violate the terms of this Confidentiality Agreement. In the event Recipient breaches or
violates this Confidentiality Agreement, Recipient agrees that Service Provider would not have an adequate
remedy at law and, therefore, that Service Provider would be entitled to a temporary restraining order and
permanent injunction to prevent a breach of any of the terms or provisions contained in this Confidentiality
Agreement, in addition to any monetary damages that may be available at law or equity. Recipient’s obligations
under this Confidentiality Agreement will survive indefinitely.
E. Recipient represents and warrants that (i) it has the full power and authority to enter into this Confidentiality
Agreement, and (ii) the person executing this Confidentiality Agreement has the full power and authority to do so.
IN WITNESS WHEREOF, Recipient has signed this Confidentiality Agreement as of the date below written.
RECIPIENT: __________________________ CLIENT: CITY OF DENTON, TEXAS
By: ___________________________________ By:_________________________________
Print Name: ____________________________ Print Name:__________________________
Title: _________________________________ Title:________________________________
Date: _________________________________ Date:_______________________________
SAMPLE
(No Signature Required) SAMPLE
(No Signature Required)
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EXHIBIT C
END USER TERMS AND CONDITIONS
I. Client acknowledges and agrees that all Services, computer software, programs, specifications and
designs, documentation, manuals, methodologies, processes, and other materials, information, and
the content of the foregoing accessed by Client that is provided by or on behalf of Service Provider
or its licensors, and any copies thereof, (the “Service Provider Proprietary and Confidential
Information”) are the proprietary, confidential and trade secret information of Service Provider, or its
licensors, and shall remain so; and that such Service Provider Proprietary and Confidential
Information may be utilized by Client only to facilitate its use of the Services in accordance with the
terms of this Exhibit and the MA. Client agrees, and will cause its employees, agents and
representatives to agree, that it/they (i) shall not copy, modify, change, disassemble, or reverse
engineer any Service Provider Proprietary and Confidential Information, and (ii) shall not disclose
Service Provider Proprietary and Confidential Information, except as legally required. Data from
transactions received or created by Service Provider may be utilized by Service Provider for data
aggregation and/or statistical compilations or reports, research, and for other purposes (the “Uses”)
so long as such Uses are in compliance with all applicable laws and patient identifying information is
de-identified consistent with the HIPAA Privacy Rule, and such Uses shall be the sole and exclusive
property of Service Provider. The parties agree not to disclose the terms of this Exhibit, either party’s
business practices or other trade secrets or confidential and trade secret information of the other
party or its licensors, except as legally required.
II. Client agrees, and shall cause its employees, agents and representatives to agree, that it/they shall
not: (a) transmit or share identification and/or password codes to persons other than the Authorized
Users for whom such codes were generated; (b) permit Authorized Users to share identification
and/or password codes with others; (c) permit the identification and/or password codes from being
cached in proxy servers and accessed by individuals who are not Authorized Users; (d) permit
access to the Software through a single identification and/or password code being made available to
multiple users on a network; or (e) attempt or permit any person without valid identification and/or
password codes to attempt to access the Software. Client agrees that (w) the Software embodies
valuable and proprietary trade secrets of Service Provider andor its licensors, (x) the identification
and password codes issued by Service Provider hereunder constitute valuable confidential
information, which is proprietary to Service Provider, (y) any reports, report formats, documents,
ideas or other discoveries made or developed by Client during its use of the Software may be utilized
by Client only at Client facility where it is installed, only to facilitate its use of the Services hereunder
in accordance with the terms of this Exhibit and the MA, only in accordance with user instructions
and specifications provided by Service Provider and shall not be given or sold to or used on behalf
of any third-party, and any reports, report formats, documents, ideas or other discoveries shall remain
the sole and exclusive property of Service Provider, and (z) Client agrees, and will cause its
employees, agents, subcontractors and representatives to agree, that it/they shall not copy, modify,
change, disassemble, or reverse engineer any part or aspect of the Software.
III. The Software shall be in machine-readable object code and may only be utilized at Client facility
where it is installed, solely for Client transactions for which Service Provider is to perform the
Services, and only in accordance with user instructions and specifications provided by Service
Provider. Client shall obtain and maintain, at no cost or expense to Service Provider, the
software/hardware required by Client to access the Software and acknowledges that Service
Provider recommends no specific manufacturer and/or software that complies with its specifications.
As between Service Provider and Client, all such Software is acknowledged to be subject to Section
V of this Exhibit and the MA. SERVICE PROVIDER MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND
DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
IV. Client users shall access the Software through a combination of user names and passwords as
necessary to provide appropriate security. Client shall be solely responsible for assigning user
names and passwords to its users and for strictly maintaining the confidentiality of such user names
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and passwords. Client shall ensure that all of its users comply with all of the terms and conditions of
this Exhibit and the MA. Client shall not permit any person or entity, other than its designated users,
to use or gain access to the Services and shall provide reasonable safeguards to protect against
unauthorized usage of or access to the Services.
V. Client shall not use the Software in any manner, or in connection with any Client specific materials
that (i) infringes upon or violates any intellectual property right of any third-party, (ii) constitutes a
defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or
is threatening, harassing or malicious, or (iii) violates any applicable international, federal, state or
local law, rule, legislation, regulation or ordinance, including without limitation, the Communications
Decency Act of 1996, as amended, and will not initiate or otherwise pursue development efforts that
attempt to duplicate or re-create any functionality, processes or business model concepts included
in the Software.
VI. Service Provider reserves the right to substitute alternative products providing equivalent core
functionality to the Software.
VII. Upon Client’s ceasing use of the Software, the termination of this Exhibit and the MA, or Service
Provider’s written request, Client shall cease using all Service Provider provided Software and related
materials and promptly return same to Service Provider at Client's expense. Client shall certify to
Service Provider in writing that all copies (in any form or media) of the materials received, whether or
not modified or incorporated into other materials, have been destroyed or returned to Service Provider.
Termination of this Exhibit and the MA or any license shall not relieve Client's obligation to pay all fees
incurred prior to such termination and shall not limit either party from pursuing any other remedies
available to it.
VIII. Each party agrees that the other party and/or its licensors do not have an adequate remedy at law
to protect their respective rights under this Exhibit and will have the right to seek injunctive relief from
any violation or threatened violation of this Exhibit with respect to their respective rights.
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SERVICE SCHEDULE 1
SUPPLEMENTAL PAYMENT RECOVERY ASSISTANCE SERVICES (FOR TEXAS)
The MA Terms and Conditions and this Service Schedule apply to all services rendered by Service Provider
under this Service Schedule.
1. TERM
1.1. Initial Term of Schedule. The initial term of this Service Schedule is three years (the
“Schedule Term”) beginning upon the Effective Date or as otherwise mutually agreed-upon
by the parties (the “Commencement Date”), with the option for two (2) additional, automatic,
one (1) year extensions, in a total five (5) year period. Service Provider’s or Client’s request
to not renew the contract must be submitted in writing at least 60 days prior to the contract
renewal date for each year. At the sole option of Client, this Service Schedule may be further
extended as needed, not to exceed a total of six (6) months.
2. SCOPE OF SERVICES
2.1. Scope. Service Provider will provide supplemental payment assistant services as specified
below based on information provided by Client for emergency and non-emergency transport
services rendered by Client in accordance with the terms of the MA and this Service
Schedule.
2.2. Responsibilities. Each party agrees to perform its respective responsibilities identified below
in a timely and diligent manner. Client acknowledges and agrees that Service Provider’s
performance of the Services described herein is dependent upon Client’s performance of its
responsibilities as set forth in this Service Schedule.
2.2.1. Service Provider Responsibilities. As part of the Service Provider’s Supplemental
Payment Assistance Services, Service Provider’s responsibilities under this Service
Schedule will include:
(a) Advising and assisting Client with enrolling in the Texas Ambulance
Supplemental Payment Program (hereinafter referred to as the “TASPP”);
(b) Managing the program applications and required cost reports for Client in
accordance with the TASPP;
(c) Managing the TASPP pre-cost report submittal process for Client, which may
also include:
• Developing and submitting the Provider Approval materials to the Texas
Health and Human Services Commission (HHSC) on behalf of Client;
• Receiving the Provider Approval from HHSC for Client’s participation in
the TASPP,
• Developing and submitting the Cost Allocation Model and Report to
HHSC on behalf of Client for review as part of the TASPP;
• Changing and finalizing the Cost Allocation Model during HHSC’s
review of the Cost Allocation Model and Report, to meet HHSC’s
requirements to move forward with the cost report submittal.
(d) Assisting Client in developing cost models for emergency and non-emergency
transports for submission to TASPP;
(e) Assisting Client with submitting other annual reports as my required by the
TASPP;
(f) Ensuring that cost report preparer(s) engaged on behalf of Client by Service
Provider are certified in accordance with all applicable rules, laws and
regulations; and
(g) Ensuring that it utilizes separate staff for all billing and cost report preparation
services provided to Client.
(h) Medicare Ground Ambulance Data Collection.
1. Kickoff Meeting/Conference Calls/WebEx. Service Provider will conduct a
project kickoff meeting with Client to review the data requirements,
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supporting documentation, and due dates for the Medicare Data Collection
report. Meetings will be conducted via in-person, conference call, or WebEx.
2. Data Collection Management. Service Provider will work with Client to
gather the necessary information for the Medicare Data Collection System
and make sure Client meets all deadlines for data delivery to Service
Provider. Service Provider will provide necessary technical assistance with
financial, statistical, billing, and utilization information to meet Medicare
reporting standards.
3. Data Analysis. Service Provider will analyze the provider data, develop
necessary calculations, and provide data outputs that meet the prescribed
Medicare Data Collection reporting requirements.
4. Supporting Documentation Development. Service Provider will prepare a
Microsoft Excel-based support file that will show how all answers included
in the Medicare Data Collection System were derived. This supporting
documentation can be used as the basis for answering any initial
Medicare/Centers for Medicare and Medicaid Services (CMS) questions
pertaining to the information included in the Medicare Data Collection
System. While Medicare/CMS is currently stating that the data will not be
audited, Medicare/CMS reserve the right to question any information
included in the Medicare Data Collection System and request supporting
documentation for that information.
5. Draft Report Review. Service Provider will conduct a Draft Report Review
meeting with Client to review the draft information that will go into the
Medicare Data Collection System. Service Provider will review all answers
that will go into the Medicare Data Collection System and adjust analysis,
outputs, or answers as necessary. Meetings will be conducted via in-
person, conference call, or WebEx.
6. Medicare Data Collection System Submittal Management. Service Provider
will manage to the submittal of the information into the Medicare Data
Collection System. This may include providing the answers to all questions
to Client so that Client can enter the information on its own, or it may include
the direct entry of the data into the system by Service Provider. This will
depend on how Medicare/CMS setup the system, and if Medicare/CMS will
allow providers to give access to contracted report preparers.
7. Medicare Data Collection Follow-Up. Service Provider will provide follow-
up services related to its MDC reporting services, including managing the
question and answer process with Medicare/CMS.
2.2.2. Client Responsibilities. Client acknowledges and understands that inaccurate or
false data submissions, even inadvertent ones, can lead to a false claim charge or
Medicaid program exclusion. Therefore, Client agrees that it will use best efforts to:
(a) Ensure the accuracy of all cost report data provided by Client to Service Provider
and provide written certification of the accuracy of such data to Service Provider
and all applicable governmental agencies;
(b) Make its internal practices, books and records relating to all cost report data
provided to Service Provider by Client available to Service Provider to ensure
the accuracy of all such data;
(c) Comply with Service Provider policies and procedures for the documentation of
all cost report data as established and provided to Client by Service Provider
from time to time; and
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(d) Provide Service Provider with the following as part of Client’s request for
Supplemental Payment:
• An organizational chart of Client’s agency;
• An organizational chart of Client’s ambulance department;
• Identification of the specific geographic service area covered by Client’s
ambulance department;
• Copies of job descriptions for all staff employed within Client’s
emergency and non-emergency transport department and an estimated
percentage of time spent working for Client’s emergency and non-
emergency transport department and for other departments of Client’s
agency;
• Primary contact person for Client’s agency; and
• A signed letter documenting the governmental provider’s voluntary
contribution of non-federal funds.
3. SERVICE FEES
3.1. For Supplemental Payment Recovery Assistance Services, Client will pay Service Provider
a service fee equal to 4.0%* of the Supplemental Payments recovered by Service Provider
on behalf of Client. Supplemental Payments shall include any payments from Texas
Medicaid to Client related to the TASPP.
* In the event that charging a percentage of payments recovered for the Services
described herein is determined to be out of compliance with federal or state laws
or regulations, Service Provider may amend the MA to set forth a different
payment arrangement. The parties acknowledge and agree that such amendment
does not waive the obligation to pay determined fees.
3.4. All service fees are exclusive of all federal, state and local taxes, including sales taxes,
assessed on or due in respect of any Services performed by Service Provider under this MA,
for which taxes Client shall be solely responsible. Client shall reimburse Service Provider
for all those costs and expenses of Client paid by Service Provider or any subsidiary or
affiliate of Service Provider on behalf of Client in connection with the provision of Services
hereunder.
3.5. Client acknowledges and agrees that Service Provider shall be entitled to receive service
fees for Services provided by Service Provider under this MA even after expiration or earlier
termination of this MA, provided that Service Provider provided such services on or before
the date of expiration or termination of this MA.
4. INDEMNFICATION
To the extent allowed by the laws of the State of Texas and without waiving any applicable immunity,
Client is responsible for all claims, damages, or losses arising directly and solely as a result of a
breach of any representation, warranty, covenant or obligation of Client pertaining to the TASPP;
and any alleged negligent act or omission or intentional misconduct of Client or Client’s employees
or agents or subcontractors related to any of Client’s obligations pertaining to the TASPP; provided
that such obligation is limited to Client’s proportionate fault.
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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: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2
Change Healthcare Technology Enabled
Services, LLC
CIQ
4/30/2021
X
191
Certificate Of Completion
Envelope Id: 8BE9BDEA6A274C0BA271BAD1F6C3BCB2 Status: Sent
Subject: Please DocuSign: City Council Contract 7521 TASPP
Source Envelope:
Document Pages: 21 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
4/27/2021 11:45:17 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: 4/27/2021 12:28:43 PM
Viewed: 4/27/2021 12:28:50 PM
Signed: 4/27/2021 12:31:43 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: 4/27/2021 12:31:45 PM
Viewed: 4/27/2021 5:57:30 PM
Signed: 4/27/2021 5:59:17 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: 4/27/2021 5:59:20 PM
Viewed: 4/28/2021 1:46:42 PM
Signed: 4/28/2021 1:50:48 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jeffrey J. Wescott
TES_ServicesContracts@changehealthcare.com
SVP Revenue Cycle Management Services
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 104.129.204.79
Sent: 4/28/2021 1:50:50 PM
Viewed: 4/28/2021 2:45:13 PM
Signed: 4/30/2021 10:01:53 AM
Electronic Record and Signature Disclosure:
Accepted: 4/28/2021 2:45:13 PM
ID: 3ba5298e-33a2-4bec-ba16-f505707fcb52
192
Signer Events Signature Timestamp
Kenneth Hedges
Kenneth.Hedges@cityofdenton.com
Fire Chief
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 4/30/2021 10:01:55 AM
Viewed: 4/30/2021 11:41:06 AM
Signed: 4/30/2021 11:41:26 AM
Electronic Record and Signature Disclosure:
Accepted: 4/30/2021 11:41:06 AM
ID: 03a8e95a-fc43-4660-bfc0-d38612db93d8
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/30/2021 11:41:29 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: 4/28/2021 10:43:28 AM
ID: d27d63bf-b64d-49ec-bdc3-f66149f56cec
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: 4/27/2021 12:31:45 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: 4/30/2021 11:41:28 AM
193
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: 4/30/2021 11:41:29 AM
Viewed: 4/30/2021 11:50:11 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
Lindsey Garrison
Lindsey.Garrison@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 4/27/2021 12:28:44 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
194
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Jeffrey J. Wescott, Kenneth Hedges, Rosa Rios
195
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-957,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 Hart Halsey,LLC dba Extra Duty Solutions,for
Public Safety Off-Duty Management Software for the Police Department;providing for the expenditure of
funds therefor;and providing an effective date (RFP 7597 -awarded to Hart Halsey,LLC dba Extra Duty
Solutions,for one (1)year,with the option for four (4)additional one (1)year extensions,in the total five (5)
year term).
City of Denton Printed on 5/21/2021Page 1 of 1
powered by Legistar™198
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: May 25, 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 Hart Halsey, LLC dba Extra
Duty Solutions, for Public Safety Off-Duty Management Software for the Police Department; providing for
the expenditure of funds therefor; and providing an effective date (RFP 7597 – awarded to Hart Halsey,
LLC dba Extra Duty Solutions, for one (1) year, with the option for four (4) additional one (1) year
extensions, in the total five (5) year term).
INFORMATION/BACKGROUND
Police Officers frequently work off-duty jobs in the community for various private events (security at
hospitals, churches, special events, etc). The following chart shows the approximate hours worked by
Denton Officers in the past three years.
Year PD Private Events
(in hours)
PD OT Special Events
(in hours)
2018 2,500 3,500
2019 5,300 3,100
2020 2,500 500
Currently, the police department has an officer that works full time as the special events coordinator. Their
duties expanded during the onset of the COVID-19 pandemic to include emergency management
coordination. In 2019, officers worked a combined 8,400 hours for private events and City-sponsored
special events that paid the City for the officers' time. The special events coordinator schedules and manages
all assignment hours through the City’s electronic timekeeping and payroll software. In addition to
managing the requests and tracking of time, the coordinator works on payment collection, when payment
isn’t made in a timely manner. Prior to COVID-19, managing the department’s off-duty activities took the
majority of the special events coordinator’s time. The proposed selected vendor will take over the primary,
function of administering the department’s off-duty program, with the Police Department having overall
control and oversight for the program.
Extra Duty Solutions will handle all administrative functions, including intake of calls/online requests for
officers. Vendors will be able to access and request an officer 24/7 along with the ability to make any
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
199
changes to their request. Additionally, Extra Duty Solutions provides comprehensive insurance policies for
both the officers and vendors that hire them, which in turn helps reduce potential risks the City may carry.
The vendor will also provide an application that will post off-duty jobs for the officers which provide
tracking and oversight, such as limiting the number of hours an officer can work off-duty to help prevent
burnout and increase officer safety.
As noted, using this off-duty management vendor is no cost to the officers, department, or City. The vendor
charges an administrative fee that will be paid by the end-user requesting police services. The selected
vendor will charge 10.5% based on the officer’s pay and 7% based on police vehicle usage. As an example,
for an off-duty assignment that pays an officer $45/hr, the off-duty vendor will charge $49.725/hr with
$4.725 going to the off-duty vendor and $45 going to the officer.
Request for Proposals was sent to 744 prospective suppliers, including 49 Denton firms. In addition,
specifications were placed on the Materials Management website for prospective suppliers to download and
advertised in the local newspaper. Seven (7) proposals were received, references were checked, and
proposals were evaluated based upon published criteria including compliance with specifications, probable
performance, and price. Best and Final Offers (BAFO) were requested from the top firm. Based upon this
evaluation, Hart Halsey, LLC dba Extra Duty Solutions was ranked the highest and determined to be the
best value for the City.
NIGP Code Used for Solicitation: 208-Computer Software for
Microcomputers (Preprogrammed); 920-
(Service Only)-Data Processing,
Computer, Programming, & Software
Services; 961-(Service Only)-Misc.
Services, No. 1 (Not Otherwise Classified)
Notifications sent for Solicitation sent in IonWave: 744
Number of Suppliers that viewed Solicitation in IonWave: 24
HUB-Historically Underutilized Business Invitations sent out: 62
SBE-Small Business Enterprise Invitations sent out: 352
Responses from Solicitation: 7
RECOMMENDATION
Award a contract with Hart Halsey, LLC dba Extra Duty Solutions, for Public Safety Off-Duty Management
Software for the Police Department, in a one (1) year, with the option for four (4) additional one (1) year
extensions, in the total five (5) year term.
PRINCIPAL PLACE OF BUSINESS
Hart Halsey, LLC dba Extra Duty Solutions
Shelton, CT
ESTIMATED SCHEDULE OF PROJECT
This is an initial one (1) year contract with options to extend the contract for four (4) additional one (1) year
periods, with all terms and conditions remaining the same.
FISCAL INFORMATION
This contract creates no financial obligations for the City of Denton.
200
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: Preston Pohler, 940-349-7956.
Legal point of contact: Marcella Lunn at 940-349-8333.
201
Hart Halsey, LLC dba
Extra Duty Solutions
Off Duty
Management Inc.
POWERDETAILS,
LLC.
RollKall Technologies
LLC
Kommander
Software, LLC
Shelton, CT Katy, TX Orlando, FL Irving, TX Inverness, FL
Item #Standard Criteria
1 Compliance with Specifications - 50%46.67 43.33 36.67 36.67 30.00
2 Probable Performance - 25%21.67 16.67 18.33 20.00 15.00
3 Price, Total Cost of Ownership - 25%24.06 22.90 25.00 21.78 24.94
92.39 82.90 80.00 78.45 69.94Total Score:
Exhibit 2
RFP 7597 - Pricing Evaluation for Public Safety Off-Duty Management Software
Respondent's Business Name:
Principal Place of Business (City and State):
202
203
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 HART HALSEY, LLC DBA EXTRA DUTY SOLUTIONS,
FOR PUBLIC SAFETY OFF-DUTY MANAGEMENT SOFTWARE FOR THE POLICE
DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE (RFP 7597 – AWARDED TO HART HALSEY, LLC DBA
EXTRA DUTY SOLUTIONS, FOR ONE (1) YEAR, WITH THE OPTION FOR FOUR (4)
ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR TERM).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for public
safety off-duty management software for the Police Department; and
WHEREAS, the City Manager, or a designated employee, has received, reviewed, and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for
proposals; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies, or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies, or services shown in the “Request Proposals” on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR
7597 Hart Halsey, LLC dba Extra Duty Solutions
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
204
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: ______ ______ ______ ______
Vicki Byrd, District 1: ______ ______ ______ ______
Brian Beck, District 2: ______ ______ ______ ______
Jesse Davis, District 3: ______ ______ ______ ______
Alison Maguire, 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
205
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
206
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: F7515943-CAC5-4ADF-A8F9-72186E3D7801
RFP
Ginny Brummett
Yes
Off Duty Management
7597
207
Contract # 7597
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND HART HALSEY LLC, DBA EXTRA DUTY
SOLUTIONS
RFP 7597
THIS CONTRACT is made and entered into this date ______________________, by and
between HART HALSEY, LLC DBA EXTRA DUTY SOLUTIONS a CONNECTICUT limited
liability company, whose address is 1 WATERVIEW DRIVE, SUITE 101, SHELTON, CONNECTICUT 06484, 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 7597-OFF DUTY MANAGEMENT, 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 7597 (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.
DocuSign Envelope ID: F7515943-CAC5-4ADF-A8F9-72186E3D7801
208
Contract # 7597
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to
Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive
payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization.
Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written.
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: F7515943-CAC5-4ADF-A8F9-72186E3D7801
rmilliman@extradutysolutions.com
rmilliman@extradutysolutions.com
CEO
203-216-9742
Rich Milliman
Denton Police Department
Chief of Police
Frank Dixon
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Contract # 7597
Exhibit A
Special Terms and Conditions
1. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional four (4) one-year periods.
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior
to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may
be further extended as needed, not to exceed a total of six (6) months.
2. Price Escalation and De-escalation
On Supplier’s request in the form stated herein, the City will implement an escalation/de-escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8%
limit per year. The supplier should provide documentation as percentage of each cost associated
with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
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Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
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.
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Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
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shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
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any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
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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.
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15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
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Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
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conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City.
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under
this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
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services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to
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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
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RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street
Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
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or regulations binding upon either of the parties hereto or the underwriter on any such policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written
notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
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and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys and
other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract.
In the event of any such claim, the City shall have the right to monitor such claim or at its option
engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of
Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require access to certain of the City’s and/or its licensors’ confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not
expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect
its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
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agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any
such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made-
for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
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or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including
dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the
Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
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the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
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refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed) MLK Day Memorial Day 4th of July
Labor Day
Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed)
New Year’s Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
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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.
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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
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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
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,
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Contract # 7597
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 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.
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Contract # 7597
Contractors insurance shall be primary on any claim arising out of contractor’s activities
including the activities of Contractors subcontractors or assignees. Any applicable
coverages carried by the City will only be considered once all other coverages have been
exhausted including contractors insurance, bonds, and insurance carried by
subcontractors or assignees.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 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
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Contract # 7597
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 interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
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Contract # 7597
[ ] 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
[ x] 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 $1,000,000.00 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.
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Contract # 7597
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
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Contract # 7597
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
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Contract # 7597
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.
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Contract # 7597
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.
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Exhibit F Price Sheet
Pricing Aspect:
Extra Duty Administration:
Cost to City of Denton $0.00
Cost to End User:
% fee on officer pay 10%
% fee on cruiser costs 7%
% fee on card payments 3%
Fee on other payment methods $0.00
On‐Duty Scheduling Software:
Addt'l % fee to vendors… 0.50%
OR annual fee to Denton $4,500
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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: F7515943-CAC5-4ADF-A8F9-72186E3D7801
G
HART HALSEY, LLC DBA EXTRA DUTY
SOLUTIONS
5/1/2021
240
Certificate Of Completion
Envelope Id: F7515943CAC54ADFA8F972186E3D7801 Status: Sent
Subject: Please DocuSign: City Council Contract 7597-Off Duty Management
Source Envelope:
Document Pages: 34 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 1 Ginny Brummett
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Ginny.Brummett@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
4/29/2021 10:27:46 AM
Holder: Ginny Brummett
Ginny.Brummett@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Ginny Brummett
ginny.brummett@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 4/29/2021 1:14:25 PM
Viewed: 4/29/2021 1:18:13 PM
Signed: 4/29/2021 1:27:54 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: 4/29/2021 1:27:56 PM
Viewed: 4/30/2021 8:36:23 AM
Signed: 4/30/2021 8:37:18 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 4/30/2021 8:37:20 AM
Viewed: 4/30/2021 9:16:57 AM
Signed: 4/30/2021 11:01:29 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rich Milliman
rmilliman@extradutysolutions.com
CEO
Hart Halsey LLC DBA Extra Duty Solutions
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.20.133.85
Sent: 4/30/2021 11:01:32 AM
Viewed: 4/30/2021 11:15:52 AM
Signed: 5/1/2021 11:55:55 AM
Electronic Record and Signature Disclosure:
Accepted: 4/30/2021 11:15:52 AM
ID: 6c907699-c506-40dc-b1dd-9e7272723483
241
Signer Events Signature Timestamp
Frank Dixon
Frank.Dixon@cityofdenton.com
Chief of Police
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 107.77.199.156
Signed using mobile
Sent: 5/1/2021 11:55:59 AM
Viewed: 5/2/2021 11:01:40 AM
Signed: 5/2/2021 11:07:41 AM
Electronic Record and Signature Disclosure:
Accepted: 5/2/2021 11:01:40 AM
ID: ecfec2aa-daa0-4be1-9cb7-ace8ba690112
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 5/2/2021 11:07:44 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: 4/28/2021 10:43:28 AM
ID: d27d63bf-b64d-49ec-bdc3-f66149f56cec
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: 4/29/2021 1:27:56 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: 5/2/2021 11:07:43 AM
242
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: 5/2/2021 11:07:43 AM
Viewed: 5/4/2021 4:34:02 PM
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
Preston Pohler
Preston.Pohler@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 4/29/2021 1:14:25 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
243
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
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required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Rich Milliman, Frank Dixon, Rosa Rios
244
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
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To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-968,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 Russ Bassett Corporation,through the Houston-
Galveston Area Council of Governments (H-GAC)Cooperative Purchasing Program Contract Number EC07-
20 -9-1-1 Equipment &Services,for the purchase and installation of eighteen (18)9-1-1 Public Safety
Answering Point (PSAP)Consoles for Public Safety Communications/Technology Services Department;
providing for the expenditure of funds therefor;and providing an effective date (File 7685 -awarded to Russ
Basset Corporation, in the not-to-exceed amount of $403,022.55).
City of Denton Printed on 5/21/2021Page 1 of 1
powered by Legistar™247
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: May 25, 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 Russ Bassett Corporation,
through the Houston-Galveston Area Council of Governments (H-GAC) Cooperative Purchasing Program
Contract Number EC07-20 – 9-1-1 Equipment & Services, for the purchase and installation of eighteen (18)
9-1-1 Public Safety Answering Point (PSAP) Consoles for the Public Safety Communications/Technology
Services Department; providing for the expenditure of funds therefor; and providing an effective date (File
7685 – awarded to Russ Basset Corporation, in the not-to-exceed amount of $403,022.55).
INFORMATION/BACKGROUND
The City’s current Public Safety project consists of the renovation of the existing headquarters building to
bring it up to industry standards and accommodate a more efficient layout, including a new substation to
address the identified need in that location, and an indoor firing range to allow the City the proper training
of the public safety staff. These projects were part of the recent bond passed November 5, 2019.
This contract includes the purchase and installation services of eighteen (18) 9-1-1 emergency Public Safety
Answering Point (PSAP) consoles, as part of the renovation of Denton Police Headquarters and Public
Safety Dispatch Area. This purchase provides the necessary console furniture for Public Safety
Communications (Dispatch) to provide emergency dispatch services for Denton Police, Denton Fire/EMS,
Denton Animal Services, Little Elm Police, and Little Elm Fire/EMS.
This one-time purchase equips the Center with the consoles necessary for current operations, training of
personnel, and allows for future growth through the next 10 years.
Pricing obtained through the H-GAC 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 June 6, 1995, Council approved the interlocal agreement with the H-GAC Cooperative Purchasing
Network (Ordinance 1995-107).
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
248
RECOMMENDATION
Award a contract with Russ Basset Corporation, for the purchase and installation of eighteen (18) 9-1-1
Public Safety Answering Point (PSAP) Consoles for Public Safety Communications/Technology Services
Department, in a not-to-exceed amount of $403,022.55.
PRINCIPAL PLACE OF BUSINESS
Russ Basset Corporation
Whittier, CA
ESTIMATED SCHEDULE OF PROJECT
This project will be started upon approval with a completion date by December 20, 2021.
FISCAL INFORMATION
These items/services will be funded from General Obligation Bond Funds.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Suzanne Kaletta, 940-349-7904.
Legal point of contact: Marcella Lunn at 940-349-8333.
249
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 RUSS BASSETT CORPORATION, THROUGH THE
HOUSTON-GALVESTON AREA COUNCIL OF GOVERNMENTS (H-GAC)
COOPERATIVE PURCHASING PROGRAM CONTRACT NUMBER EC07-20 - 9-1-1
EQUIPMENT & SERVICES, FOR THE PURCHASE AND INSTALLATION OF EIGHTEEN
(18) 9-1-1 PUBLIC SAFETY ANSWERING POINT (PSAP) CONSOLES FOR THE PUBLIC
SAFETY COMMUNICATIONS/TECHNOLOGY SERVICES DEPARTMENT; PROVIDING
FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE
DATE (FILE 7685 – AWARDED TO RUSS BASSET CORPORATION, IN THE NOT-TO-
EXCEED AMOUNT OF $403,022.55).
WHEREAS, pursuant to Ordinance 1995-107, the Houston-Galveston Area Council of
Governments (H-GAC) Cooperative Purchasing Program 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 Houston-Galveston Area Council of Governments (H-GAC)
Cooperative Purchasing Program at less cost than the City would expend if bidding these items
individually; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of
funds to be used for the purchase of the materials, equipment, supplies, or services approved and
accepted herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items shown in the “File Number” referenced herein and on file in
office of the Purchasing Agent, are hereby accepted and approved as being the lowest
responsible bids for such items:
FILE
NUMBER VENDOR AMOUNT
7685 Russ Bassett Corporation $403,022.55
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 Houston-Galveston
Area Council of Governments (H-GAC) Cooperative Purchasing Program for such items, and
agrees to purchase the materials, equipment, supplies, or services in accordance with the terms,
conditions, specifications, standards, quantities, and for the specified sums contained in the bid
documents and related documents filed with the Houston-Galveston Area Council of
Governments (H-GAC) Cooperative Purchasing Program, and the purchase orders issued by the
City.
250
SECTION 3. Should the City and persons submitting approved and accepted items set
forth in the referenced file number wish to enter into a formal written agreement as a result of the
City’s ratification of bids awarded by the Houston-Galveston Area Council of Governments (H-
GAC) Cooperative Purchasing Program, the City Manager or his designated representative is
hereby authorized to execute the written contract which shall be attached hereto; provided that
the written contract is in accordance with the terms, conditions, specifications and standards
contained in the Proposal submitted to the Houston-Galveston Area Council of Governments (H-
GAC) Cooperative Purchasing Program, and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the items set forth in the referenced file
number, the City Council hereby authorizes the expenditure of funds therefor in the amount and
in accordance with the approved 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: ______ ______ ______ ______
Vicki Byrd, District 1: ______ ______ ______ ______
Brian Beck, District 2: ______ ______ ______ ______
Jesse Davis, District 3: ______ ______ ______ ______
Alison Maguire, 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
251
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
252
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
Not Applicable
COOP
Cori Power
7685
Public Safety Answering Point (PSAP) Consoles
253
File #7685
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND RUSS BASSETT CORPORATION
(File # 7685)
THIS CONTRACT is made and entered into this date _______________________, by and
between Russ Bassett Corporation, a California Corporation, whose address is 8189 Byron Road, Whittier,
CA 90606, 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) Houston-Galveston Area Council (H-GAC) Cooperative Purchasing Contract #EC07-20
with Russ Bassett Corporation, (Exhibit “B” on file at the office of the Purchasing
Agent);
(c) Russ Bassett Corporation 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
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
254
File #7685
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.
SUPPLIER
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: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
2021-748091
Executive Vice President
5624472224
Peter Fink
pfink@russbassett.com
Technology Services
Chief Technology Officer
Leisha Meine
255
File #7685
Exhibit A
Special Terms and Conditions
1. Contract Term
The contract will be effective from date of award or notice to proceed with a purchase order as
determined by the City of Denton Purchasing Department.
2. Total Contract Amount
The contract total shall not exceed $403,022.55. Pricing shall be per Exhibit C attached.
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
256
Quotation
PROJECT #:DC-28032-01 Option:1
REVISION:C
PROJECT NAME:Denton Public Safety Building
QUOTE DATE:3/1/2021 SALES EXECUTIVE:Donna Pair
EXPIRATION DATE:5/30/2021 ADDRESS:8189 Byron Rd
Whittier, CA 90606
CUSTOMER:City of Denton PHONE:(252) 314-1492
CONTACT:Suzanne Kaletta EMAIL:dpair@russbassett.com
ADDRESS:610 East Suite E Hickory Street
Denton, TX 76205
PHONE:(940) 349-7200
FAX:
10450 EMAIL:suzanne.kaletta@cityofdenton.com
QTY PART NUMBER DESCRIPTION PRICE EXTENDED
AREA:1 16 Consoles AREA 1 TOTAL:293,041.10$
16 1 FSA-CT-84 Flex Sit-Stand, 90º Corner, 84W, Single Lift, Adj. Array, Tech Storage 8,267.00$ 4,546.85$ 72,749.60$
10 1 FCF-42-T-SSF Flex Sit-Stand Corner Filler, 42H, Tech Storage, Fabric 1,000.00$ 550.00$ 5,500.00$
10 1 FSW-07-1842-EMT-SWN Flex Wall, 07D, 18L x 42H, Empty Side A, Slatwall Side B 615.00$ 338.25$ 3,382.50$
1 1 FSW-07-1842-SWN-SWN Flex Wall, 07D, 18L x 42H, Slatwall Side A, Slatwall Side B 865.00$ 475.75$ 475.75$
2 1 FSW-07-2442-EMT-SWN Flex Wall, 07D, 24L x 42H, Empty Side A, Slatwall Side B 635.00$ 349.25$ 698.50$
18 1 FSW-07-3042-EMT-EMT Flex Wall, 07D, 30L x 42H, Empty Side A, Empty Side B 405.00$ 222.75$ 4,009.50$
2 1 FSW-07-3042-EMT-SWN Flex Wall, 07D, 30L x 42H, Empty Side A, Slatwall Side B 655.00$ 360.25$ 720.50$
8 1 FSW-07-3642-EMT-SWN Flex Wall, 07D, 36L x 42H, Empty Side A, Slatwall Side B 675.00$ 371.25$ 2,970.00$
4 1 FSW-07-4242-EMT-SWN Flex Wall, 07D, 42L x 42H, Empty Side A, Slatwall Side B 695.00$ 382.25$ 1,529.00$
28 1 FSW-07-5442-EMT-SSF Flex Wall, 07D, 54L x 42H, Empty Side A, Sit-Stand Fabric Side B 765.00$ 420.75$ 11,781.00$
2 1 FSW-07-5442-SSF-SSF Flex Wall, 07D, 54L x 42H, Sit-Stand Fabric Side A, Sit-Stand Fabric Side B 1,045.00$ 574.75$ 1,149.50$
6 1 FSW-07-CC42-EMT-SSF Flex Wall, 07D, 42.3L x 42H, Empty Side A, Sit-Stand Fabric Side B 725.00$ 398.75$ 2,392.50$
1 1 FTC-0718-GL-BL-S Flex Top Cap, 7D x 18W, Blue Lit Glass W/ Logo, Square 1,690.00$ 929.50$ 929.50$
10 1 FTC-0718-V-S Flex Top Cap, 7D x 18W, Vented, Square 190.00$ 104.50$ 1,045.00$
4 1 FTC-0736-V-S Flex Top Cap, 7D x 36W, Vented, Square 220.00$ 121.00$ 484.00$
2 1 FTC-0742-V-S Flex Top Cap, 7D x 42W, Vented, Square 230.00$ 126.50$ 253.00$
1 1 FTC-0754-GL-BL-S Flex Top Cap, 7D x 54W, Blue Lit Glass W/ Logo, Square 1,810.00$ 995.50$ 995.50$
11 1 FTC-0754-V-S Flex Top Cap, 7D x 54W, Vented, Square 250.00$ 137.50$ 1,512.50$
1 1 FTC-0760-V-S Flex Top Cap, 7D x 60W, Vented, Square 260.00$ 143.00$ 143.00$
2 1 FTC-0766-V-S Flex Top Cap, 7D x 66W, Vented, Square 270.00$ 148.50$ 297.00$
2 1 FTC-0772-V-S Flex Top Cap, 7D x 72W, Vented, Square 280.00$ 154.00$ 308.00$
18 1 FTC-0784-V-S Flex Top Cap, 7D x 84W, Vented, Square 300.00$ 165.00$ 2,970.00$
5 1 FTC-07CC-V-S Flex Top Cap, 7D x 42.3W, Vented, Square 230.00$ 126.50$ 632.50$
1 1 FTC-07CC-GL-BL-S Flex Top Cap, 7D x 42.3W, Blue Lit Glass W/ Logo, Square 1,770.00$ 973.50$ 973.50$
8 1 FBP-1842-VPS Flex Back Panel, 18W x 42H, Vented, Powder, Square 365.00$ 200.75$ 1,606.00$
2 1 FBP-2442-VPS Flex Back Panel, 24W x 42H, Vented, Powder, Square 375.00$ 206.25$ 412.50$
16 1 FBP-3042-VPS Flex Back Panel, 30W x 42H, Vented, Powder, Square 385.00$ 211.75$ 3,388.00$
8 1 FBP-3642-VPS Flex Back Panel, 36W x 42H, Vented, Powder, Square 395.00$ 217.25$ 1,738.00$
4 1 FBP-4242-VPS Flex Back Panel, 42W x 42H, Vented, Powder, Square 405.00$ 222.75$ 891.00$
26 1 FBP-5442-VPS Flex Back Panel, 54W x 42H, Vented, Powder, Square 425.00$ 233.75$ 6,077.50$
6 1 FBP-CC42-VPS Flex Back Panel, 42.3W x 42H, Vented, Powder, Square 405.00$ 222.75$ 1,336.50$
12 1 FCC-07L-4542-EPS Flex Corner Connector, 7D, 45º L-Type, 42H, Exterior, Powder, Square 410.00$ 225.50$ 2,706.00$
6 1 FCC-07L-9042-EPS Flex Corner Connector, 7D, 90º L-Type, 42H, Exterior, Powder, Square 460.00$ 253.00$ 1,518.00$
Russ Bassett Corporation
8189 Byron Road Whittier, CA 90606
Tel: 800.350.2445 Fax: 562.698.8972
www.russbassett.com
EXHIBIT C
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
257
Quotation
PROJECT #:DC-28032-01 Option:1
REVISION:C
PROJECT NAME:Denton Public Safety Building
Russ Bassett Corporation
8189 Byron Road Whittier, CA 90606
Tel: 800.350.2445 Fax: 562.698.8972
www.russbassett.com
QTY 1 PART NUMBER DESCRIPTION PRICE EXTENDED
2 1 FCC-07T-9042-EPS Flex Corner Connector, 7D, 90º T-Type, 42H, Exterior, Powder, Square 460.00$ 253.00$ 506.00$
12 1 FWS-FRE-3618-E Work Surface, Rectangle, 36D x 18L, Endure 685.00$ 376.75$ 4,521.00$
4 1 FWS-FRE-3636-E Work Surface, Rectangle, 36D x 36L, Endure 910.00$ 500.50$ 2,002.00$
2 1 FWS-FRE-3642-E Work Surface, Rectangle, 36D x 42L, Endure 985.00$ 541.75$ 1,083.50$
1 1 FWS-FRE-3660-E Work Surface, Rectangle, 36D x 60L, Endure 1,210.00$ 665.50$ 665.50$
2 1 FWS-FRE-3666-E Work Surface, Rectangle, 36D x 66L, Endure 1,285.00$ 706.75$ 1,413.50$
2 1 FWS-FRE-3672-E Work Surface, Rectangle, 36D x 72L, Endure 1,360.00$ 748.00$ 1,496.00$
16 1 FWS-SCA-3684-N-E Work Surface, 90º Corner Sit-Stand, Single Lift Array, 36D x 84L, Endure 1,710.00$ 940.50$ 15,048.00$
2 1 FEC-AAC-0742-L-S Flex Left End Cap, Corner, Array Sit-Stand, 7" Wall, 42"H, Square 625.00$ 343.75$ 687.50$
2 1 FEC-AAC-0742-R-S Flex Right End Cap, Corner, Array Sit-Stand, 7" Wall, 42"H, Square 625.00$ 343.75$ 687.50$
14 1 FEC-FH-0742-S Flex End Cap, Fixed Height, 7" Wall, 42"H, Square 400.00$ 220.00$ 3,080.00$
2 1 FPC-3624-LD-S-N Flex Closed Storage Pedestal, 36D x 24W, Left Swing, Square, No Lock 545.00$ 299.75$ 599.50$
3 1 FPC-3624-RD-S-N Flex Closed Storage Pedestal, 36D x 24W, Right Swing, Square, No Lock 545.00$ 299.75$ 899.25$
2 1 FPC-3636-PD-S-N Flex Closed Storage Pedestal, 36D x 36W, Pair of Doors, Square, No Lock 680.00$ 374.00$ 748.00$
6 1 FPP-3618-BCL-S-N Flex Drawer Pedestal, 36D x 18W, Box/Closed, Left Swing, Square, No Lock 605.00$ 332.75$ 1,996.50$
8 1 FPP-3618-BCR-S-N Flex Drawer Pedestal, 36D x 18W, Box/Closed, Right Swing, Square, No Lock 605.00$ 332.75$ 2,662.00$
1 1 FPP-3624-BCL-S-N Flex Drawer Pedestal, 36D x 24W, Box/Closed, Left Swing, Square, No Lock 635.00$ 349.25$ 349.25$
1 1 FPP-3624-BCR-S-N Flex Drawer Pedestal, 36D x 24W, Box/Closed, Right Swing, Square, No Lock 635.00$ 349.25$ 349.25$
9 1 FPT-361828-LD-S-N-S Flex Technology Pedestal, 36D x 18W x 28H, Left Swing, Square, No Lock, Slide-Out 930.00$ 511.50$ 4,603.50$
7 1 FPT-361828-RD-S-N-S Flex Technology Pedestal, 36D x 18W x 28H, Right Swing, Square, No Lock, Slide-Out 930.00$ 511.50$ 3,580.50$
16 1 DAC-PCS-FLX-A Flex Personal Comfort System, Heat & Air, Array Console 2,175.00$ 1,196.25$ 19,140.00$
16 1 DAC-SW-SANSTN Slatwall Sanitation Station 290.00$ 159.50$ 2,552.00$
16 1 DAC-SW-WIPES-425 Slatwall Disinfecting Wipes Holder, 4.25" Diameter 195.00$ 107.25$ 1,716.00$
16 1 DAC-AMB-PWR Ambient Light Power Supply W/ Splitter 50.00$ 27.50$ 440.00$
67 1 DAC-BOND-JMPR-10AWG-14Bonding Jumper Cable, 10 AWG, 14"30.00$ 16.50$ 1,105.50$
160 1 DAC-CO-USB USB-A 3.0 Keystone - Coupler (Includes 15' Extension)60.00$ 33.00$ 5,280.00$
16 1 DAC-DTC-ADA Desktop Contoller, ADA 90.00$ 49.50$ 792.00$
64 1 DAC-MM-11-SW-PM Monitor Mount, 1-Over-1, Slatwall, Pole Mount 850.00$ 467.50$ 29,920.00$
16 1 DAC-MM-11-SW-PM-EX Monitor Mount, 1-Over-1, Slatwall, Pole Mount, Ext 950.00$ 522.50$ 8,360.00$
16 1 WAC-AMB-AR-C-78-B Ambient Light, Array, 90-Crnr, 78”, Blue 400.00$ 220.00$ 3,520.00$
16 1 WAC-DASH-1P2U Dash Cartridge, 1 Power / 2 Power-only USB 325.00$ 178.75$ 2,860.00$
16 1 WAC-DASH-AMB-DIMMERDash Cartridge, Ambient Dimmer 300.00$ 165.00$ 2,640.00$
16 1 WAC-DASH-TL-GSNK Dash Cartridge, Gooseneck Light 460.00$ 253.00$ 4,048.00$
16 1 WAC-DTB-14 14 Port Data Termination Bracket, Universal 120.00$ 66.00$ 1,056.00$
16 1 WAC-FWL-AR-B Footwell Light, Array Console, Blue 150.00$ 82.50$ 1,320.00$
16 1 WAC-GRND-BUS-4x12 Isolated Copper Ground Bus Bar, 4x12 600.00$ 330.00$ 5,280.00$
32 1 WAC-IV-RMK-1 1U Internal Vertical Rack Kit 140.00$ 77.00$ 2,464.00$
16 1 NSP-R56CONSOLE-CMPR56 CONSOLE COMPLIANCE KIT 1,330.00$ 731.50$ 11,704.00$
10 1 NSP-R56CORNR-FLLR-CMPR56 CORNER FILLER KIT 300.00$ 165.00$ 1,650.00$
16 1 DAC-PSTRIP-06-15A-R56 SPD, Power Strip, Surface Mount, 6 Outlet, 15A, R56 300.00$ 165.00$ 2,640.00$
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
258
Quotation
PROJECT #:DC-28032-01 Option:1
REVISION:C
PROJECT NAME:Denton Public Safety Building
Russ Bassett Corporation
8189 Byron Road Whittier, CA 90606
Tel: 800.350.2445 Fax: 562.698.8972
www.russbassett.com
QTY 1 PART NUMBER DESCRIPTION PRICE EXTENDED
AREA:2 STORAGE AREA 2 TOTAL:3,113.00$
4 2 DEF-BFT-2430-SD Buffet Storage Cabinet, 24"D x 30"W x 36"H, 2 Drawer, 2 Door 950.00$ 522.50$ 2,090.00$
2 2 DEF-STG-TOP-2460-G-S Storage Top, 24"D x 60"W, Grommet, Strata Edge 930.00$ 511.50$ 1,023.00$
-$
-$
Product Total:296,154.10$
Price does not include applicable sales tax
Freight Services:18,750.00$
Russ Bassett Installation Services:44,000.00$
Total Due 358,904.10$
Cooperative Purchasing Vehicle:
HGACBuy Contract EC07-20 (9-1-1 Equipment & Services)
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
259
Quotation
PROJECT #:DC-28032-01 Option:1
REVISION:C
PROJECT NAME:Denton Public Safety Building
Russ Bassett Corporation
8189 Byron Road Whittier, CA 90606
Tel: 800.350.2445 Fax: 562.698.8972
www.russbassett.com
Drawings
Any drawing submitted to the Client under this Quotation must be signed-off as "approved for manufacture" and returned with applicable purchase order.
Drawing REVISION level must match Quote REVISION level.
Delivery & Installation
A signed, completed delivery and installation checklist and purchase order is required to prevent any issues at time of delivery and installation.
Any unique requirements encountered at time of delivery and installation not covered on the installation checklist will be invoiced at
cost in addition to the charges quoted herein.
Russ Bassett ships your products using our "Safe Ship" program. The program simply states that we guarantee your products will arrive damage free anywhere
in the 48 contiguous United States. If damage should occur, notify customer service and Russ Bassett will rush a replacement part or unit and pick up the
damaged product.
Due to the custom nature of our products, Russ Bassett recommends using only Certified Russ Bassett Installers.
Purchase Order
Send to:Russ Bassett Corporation Fax to:(562) 698-8972
Attn: Customer Service
8189 Byron Road
Whittier, CA 90606
Purchase orders must include the following information to process with Russ Bassett:
Sold to, Ship to, Order Date, Requested Delivery/Install Date, PO Number, Quantity, Full Model Numbers & Total.
All purchase orders must also accompany the following documents to be considered a complete order:
Signed drawing noting console and work surface colors and/or cabinet color, signed quotation, & installation checklist.
Quote is Valid for 90 days from date of issue; and, may only be extended in writing by Russ Bassett.
Payment Terms
Standard payment terms subject to approved credit.
20% due 30 days after receipt of order
30% due 30 days after product delivery to site
40% due after substantial installation completion
10% due 30 days after final sign-off
Lead-time
For the products covered under this proposal is ten (10) to twelve (12) weeks AAO (After Acceptance of Order).
Incomplete Purchase Orders may delay the ship date; actual date will be confirmed on written Order Acknowledgement.
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
260
Quotation
PROJECT #:DC-28032-01 Option:1
REVISION:C
PROJECT NAME:Denton Public Safety Building
Russ Bassett Corporation
8189 Byron Road Whittier, CA 90606
Tel: 800.350.2445 Fax: 562.698.8972
www.russbassett.com
Warranty
Change Order & Cancellation Policy
Buyer's Delay
Acceptance Signature
Authorized Signature Print Name of Authorized Signature Print Title
Print Company Name P.O. Number Date of Authorization
Russ Bassett only builds products to order, based on bonified purchase orders and deploys manufacturing resources necessary to meet scheduled delivery requirements outlined in
the order. The company realizes projects get delayed. Upon request, Russ Bassett may provide storage for the first 30 days from the original ship date at no cost. In extreme cases, the
Russ Bassett Sales Executive may request the President to approve extending the grace period for an additional 30 days.
In all cases, unless approved by the President, the customer is to be invoiced for the full product total on the original ship date.
Storage fees are outlined below:
Storage after 30 days will only be approved, provided 90% of the initial invoice has been paid, allowing 10% hold-back till final project acceptance. Storage fees will be invoiced
monthly and must be paid promptly to keep benefits intact.
Storage period Fees
Up to 30 day delay No cost as a courtesy
31 to 90-day delay 1% of product total per month
91 to 150-day delay 2% of product total per month
151 to 180-day delay 4% of product total per month
Storage is not offered after 180 days.
Storage arrangements may be canceled at any time for non-payment.
The customer may choose to arrange their own storage. In that case, claims for product damage will become the responsibility of the customer and their storage agent.
Any cancellation requests must be submitted in writing and approved by an officer of Russ Bassett. Upon acceptance of canceled order, a cancellation charge of 25% of the
contract amount will be incurred over and above the cost of materials produced or in production, labor or other services performed, freight, taxes and any other out of pocket
expenses also incurred by Russ Bassett.
Changes to an order, once it has been processed, can be very disruptive and costly. Once an order has been started in manufacturing, usually within 4 weeks of the scheduled ship
date, it is not possible to make changes.
Any requests for changes to the design or scope of work shall be made in writing. RBC will notify Buyer if it is possible to accommodate the change requests. If there is still time to
accommodate the change requests, RBC will provide a quotation covering the cost and lead-time impact of the change. If these impacts are acceptable to Buyer, RBC will produce
changed drawings for review and approval. No change will be made without sign-off of the updated quote and drawing by Buyer.
Russ Bassett warrants, to the original Buyer, that all products will be free from defects in material and workmanship for 10 full years.
In mission critical, 24/7/365 environments, quickly resolving a product issue is of top priority for both the Buyer and Russ Bassett. Prompt execution of this warranty requires cooperation.
With guidance from Russ Bassett, Buyer agrees to perform basic troubleshooting tasks to determine the nature of the defect and to self-correct before on-site assistance can be
provided.
For simple replacements, the part will be quickly shipped directly to Buyer. If the problem requires on-site assistance, Russ Bassett will come out during normal work hours to resolve the
issue. If the defect is found to have resulted from circumstances outside of the warranty coverage, and/or Buyer imposes conditions or restrictions that increases the service cost, Buyer
agrees to reimburse Russ Bassett for any resulting additional expense. Buyer also agrees to properly dispose of the old parts and packing material.
The few circumstances where this warranty against defects would not apply include normal wear and tear, damage, misuse, modifications, consumable items or product shipped
outside the U.S.
Repairs, substitute products or replacements, of equal or higher value, used to resolve a warranty claim will in no way extend the applicable warranty period applied to the original
product. Product repair or replacement is Buyer’s exclusive remedy for all product defects covered under this non-transferable warranty. Russ Bassett makes no other express or implied
warranties to any product except as stated above and makes no warranty of Russ Bassett product fitness except for use as standard console furniture.
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
261
Quotation
PROJECT #:DC-28032-01 Option:1
REVISION:C_2
PROJECT NAME:Denton Public Safety Building
QUOTE DATE:3/1/2021 SALES EXECUTIVE:Donna Pair
EXPIRATION DATE:5/30/2021 ADDRESS:8189 Byron Rd
Whittier, CA 90606
CUSTOMER:City of Denton PHONE:(252) 314-1492
CONTACT:Suzanne Kaletta EMAIL:dpair@russbassett.com
ADDRESS:610 East Suite E Hickory Street
Denton, TX 76205
PHONE:(940) 349-7200
FAX:
10450 EMAIL:suzanne.kaletta@cityofdenton.com
QTY PART NUMBER DESCRIPTION PRICE EXTENDED
AREA:1 Consoles 9 & 10 AREA 1 TOTAL:34,418.45$
2 1 FSA-CT-84 Flex Sit-Stand, 90º Corner, 84W, Single Lift, Adj. Array, Tech Storage 8,267.00$ 4,546.85$ 9,093.70$
2 1 FCF-42-T-SSF Flex Sit-Stand Corner Filler, 42H, Tech Storage, Fabric 1,000.00$ 550.00$ 1,100.00$
3 1 FSW-07-1842-SWN-SWN Flex Wall, 07D, 18L x 42H, Slatwall Side A, Slatwall Side B 865.00$ 475.75$ 1,427.25$
3 1 FSW-07-3042-EMT-EMT Flex Wall, 07D, 30L x 42H, Empty Side A, Empty Side B 405.00$ 222.75$ 668.25$
3 1 FSW-07-5442-SSF-SSF Flex Wall, 07D, 54L x 42H, Sit-Stand Fabric Side A, Sit-Stand Fabric Side B 1,045.00$ 574.75$ 1,724.25$
3 1 FTC-0718-V-S Flex Top Cap, 7D x 18W, Vented, Square 190.00$ 104.50$ 313.50$
3 1 FTC-0784-V-S Flex Top Cap, 7D x 84W, Vented, Square 300.00$ 165.00$ 495.00$
4 1 FWS-FRE-3618-E Work Surface, Rectangle, 36D x 18L, Endure 685.00$ 376.75$ 1,507.00$
2 1 FWS-SCA-3684-N-E Work Surface, 90º Corner Sit-Stand, Single Lift Array, 36D x 84L, Endure 1,710.00$ 940.50$ 1,881.00$
1 1 FCC-07X-9042-MTS Flex Corner Connector, 7D, 90º X-Type, 42H, Empty, Square 300.00$ 165.00$ 165.00$
3 1 FEC-FH-0742-S Flex End Cap, Fixed Height, 7" Wall, 42"H, Square 400.00$ 220.00$ 660.00$
1 1 FPP-3618-BCL-S-N Flex Drawer Pedestal, 36D x 18W, Box/Closed, Left Swing, Square, No Lock 605.00$ 332.75$ 332.75$
1 1 FPP-3618-BCR-S-N Flex Drawer Pedestal, 36D x 18W, Box/Closed, Right Swing, Square, No Lock 605.00$ 332.75$ 332.75$
1 1 FPT-361828-LD-S-N-S Flex Technology Pedestal, 36D x 18W x 28H, Left Swing, Square, No Lock, Slide-Out 930.00$ 511.50$ 511.50$
1 1 FPT-361828-RD-S-N-S Flex Technology Pedestal, 36D x 18W x 28H, Right Swing, Square, No Lock, Slide-Out 930.00$ 511.50$ 511.50$
2 1 DAC-PCS-FLX-A Flex Personal Comfort System, Heat & Air, Array Console 2,175.00$ 1,196.25$ 2,392.50$
2 1 DAC-SW-SANSTN Slatwall Sanitation Station 290.00$ 159.50$ 319.00$
2 1 DAC-SW-WIPES-425 Slatwall Disinfecting Wipes Holder, 4.25" Diameter 195.00$ 107.25$ 214.50$
2 1 DAC-AMB-PWR Ambient Light Power Supply W/ Splitter 80.00$ 44.00$ 88.00$
7 1 DAC-BOND-JMPR-10AWG-14Bonding Jumper Cable, 10 AWG, 14"30.00$ 16.50$ 115.50$
20 1 DAC-CO-USB USB-A 3.0 Keystone - Coupler (Includes 15' Extension)60.00$ 33.00$ 660.00$
2 1 DAC-DTC-ADA Desktop Contoller, ADA 90.00$ 49.50$ 99.00$
8 1 DAC-MM-11-SW-PM Monitor Mount, 1-Over-1, Slatwall, Pole Mount 850.00$ 467.50$ 3,740.00$
2 1 DAC-MM-11-SW-PM-EX Monitor Mount, 1-Over-1, Slatwall, Pole Mount, Ext 950.00$ 522.50$ 1,045.00$
2 1 WAC-AMB-AR-C-78-B Ambient Light, Array, 90-Crnr, 78”, Blue 400.00$ 220.00$ 440.00$
2 1 WAC-DASH-1P2U Dash Cartridge, 1 Power / 2 Power-only USB 325.00$ 178.75$ 357.50$
2 1 WAC-DASH-AMB-DIMMERDash Cartridge, Ambient Dimmer 300.00$ 165.00$ 330.00$
2 1 WAC-DASH-TL-GSNK Dash Cartridge, Gooseneck Light 460.00$ 253.00$ 506.00$
2 1 WAC-DTB-14 14 Port Data Termination Bracket, Universal 120.00$ 66.00$ 132.00$
2 1 WAC-FWL-AR-B Footwell Light, Array Console, Blue 150.00$ 82.50$ 165.00$
2 1 WAC-GRND-BUS-4x12 Isolated Copper Ground Bus Bar, 4x12 600.00$ 330.00$ 660.00$
4 1 WAC-IV-RMK-1 1U Internal Vertical Rack Kit 140.00$ 77.00$ 308.00$
2 1 DAC-PSTRIP-06-15A-R56 SPD, Power Strip, Surface Mount, 6 Outlet, 15A, R56 300.00$ 165.00$ 330.00$
Russ Bassett Corporation
8189 Byron Road Whittier, CA 90606
Tel: 800.350.2445 Fax: 562.698.8972
www.russbassett.com
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
262
Quotation
PROJECT #:DC-28032-01 Option:1
REVISION:C_2
PROJECT NAME:Denton Public Safety Building
Russ Bassett Corporation
8189 Byron Road Whittier, CA 90606
Tel: 800.350.2445 Fax: 562.698.8972
www.russbassett.com
QTY 1 PART NUMBER DESCRIPTION PRICE EXTENDED
2 1 NSP-R56-CMP R56 COMP. CONSOLE KIT 1,630.00$ 896.50$ 1,793.00$
-$
-$
Product Total:34,418.45$
Price does not include applicable sales tax
Freight Services:4,500.00$
Russ Bassett Installation Services:5,200.00$
Total Due 44,118.45$
Cooperative Purchasing Vehicle:
HGACBuy Contract EC07-20 (9-1-1 Equipment & Services)
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
263
Quotation
PROJECT #:DC-28032-01 Option:1
REVISION:C_2
PROJECT NAME:Denton Public Safety Building
Russ Bassett Corporation
8189 Byron Road Whittier, CA 90606
Tel: 800.350.2445 Fax: 562.698.8972
www.russbassett.com
Drawings
Any drawing submitted to the Client under this Quotation must be signed-off as "approved for manufacture" and returned with applicable purchase order.
Drawing REVISION level must match Quote REVISION level.
Delivery & Installation
A signed, completed delivery and installation checklist and purchase order is required to prevent any issues at time of delivery and installation.
Any unique requirements encountered at time of delivery and installation not covered on the installation checklist will be invoiced at
cost in addition to the charges quoted herein.
Russ Bassett ships your products using our "Safe Ship" program. The program simply states that we guarantee your products will arrive damage free anywhere
in the 48 contiguous United States. If damage should occur, notify customer service and Russ Bassett will rush a replacement part or unit and pick up the
damaged product.
Due to the custom nature of our products, Russ Bassett recommends using only Certified Russ Bassett Installers.
Purchase Order
Send to:Russ Bassett Corporation Fax to:(562) 698-8972
Attn: Customer Service
8189 Byron Road
Whittier, CA 90606
Purchase orders must include the following information to process with Russ Bassett:
Sold to, Ship to, Order Date, Requested Delivery/Install Date, PO Number, Quantity, Full Model Numbers & Total.
All purchase orders must also accompany the following documents to be considered a complete order:
Signed drawing noting console and work surface colors and/or cabinet color, signed quotation, & installation checklist.
Quote is Valid for 90 days from date of issue; and, may only be extended in writing by Russ Bassett.
Payment Terms
Standard payment terms subject to approved credit.
90% due 30 days after product shipment
10% due 30 days after final sign-off
Lead-time
For the products covered under this proposal is ten (10) to twelve (12) weeks AAO (After Acceptance of Order).
Incomplete Purchase Orders may delay the ship date; actual date will be confirmed on written Order Acknowledgement.
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
264
Quotation
PROJECT #:DC-28032-01 Option:1
REVISION:C_2
PROJECT NAME:Denton Public Safety Building
Russ Bassett Corporation
8189 Byron Road Whittier, CA 90606
Tel: 800.350.2445 Fax: 562.698.8972
www.russbassett.com
Warranty
Change Order & Cancellation Policy
Buyer's Delay
Acceptance Signature
Authorized Signature Print Name of Authorized Signature Print Title
Print Company Name P.O. Number Date of Authorization
Russ Bassett only builds products to order, based on bonified purchase orders and deploys manufacturing resources necessary to meet scheduled delivery requirements outlined in
the order. The company realizes projects get delayed. Upon request, Russ Bassett may provide storage for the first 30 days from the original ship date at no cost. In extreme cases, the
Russ Bassett Sales Executive may request the President to approve extending the grace period for an additional 30 days.
In all cases, unless approved by the President, the customer is to be invoiced for the full product total on the original ship date.
Storage fees are outlined below:
Storage after 30 days will only be approved, provided 90% of the initial invoice has been paid, allowing 10% hold-back till final project acceptance. Storage fees will be invoiced
monthly and must be paid promptly to keep benefits intact.
Storage period Fees
Up to 30 day delay No cost as a courtesy
31 to 90-day delay 1% of product total per month
91 to 150-day delay 2% of product total per month
151 to 180-day delay 4% of product total per month
Storage is not offered after 180 days.
Storage arrangements may be canceled at any time for non-payment.
The customer may choose to arrange their own storage. In that case, claims for product damage will become the responsibility of the customer and their storage agent.
Any cancellation requests must be submitted in writing and approved by an officer of Russ Bassett. Upon acceptance of canceled order, a cancellation charge of 25% of the
contract amount will be incurred over and above the cost of materials produced or in production, labor or other services performed, freight, taxes and any other out of pocket
expenses also incurred by Russ Bassett.
Changes to an order, once it has been processed, can be very disruptive and costly. Once an order has been started in manufacturing, usually within 4 weeks of the scheduled ship
date, it is not possible to make changes.
Any requests for changes to the design or scope of work shall be made in writing. RBC will notify Buyer if it is possible to accommodate the change requests. If there is still time to
accommodate the change requests, RBC will provide a quotation covering the cost and lead-time impact of the change. If these impacts are acceptable to Buyer, RBC will produce
changed drawings for review and approval. No change will be made without sign-off of the updated quote and drawing by Buyer.
Russ Bassett warrants, to the original Buyer, that all products will be free from defects in material and workmanship for 10 full years.
In mission critical, 24/7/365 environments, quickly resolving a product issue is of top priority for both the Buyer and Russ Bassett. Prompt execution of this warranty requires cooperation.
With guidance from Russ Bassett, Buyer agrees to perform basic troubleshooting tasks to determine the nature of the defect and to self-correct before on-site assistance can be
provided.
For simple replacements, the part will be quickly shipped directly to Buyer. If the problem requires on-site assistance, Russ Bassett will come out during normal work hours to resolve the
issue. If the defect is found to have resulted from circumstances outside of the warranty coverage, and/or Buyer imposes conditions or restrictions that increases the service cost, Buyer
agrees to reimburse Russ Bassett for any resulting additional expense. Buyer also agrees to properly dispose of the old parts and packing material.
The few circumstances where this warranty against defects would not apply include normal wear and tear, damage, misuse, modifications, consumable items or product shipped
outside the U.S.
Repairs, substitute products or replacements, of equal or higher value, used to resolve a warranty claim will in no way extend the applicable warranty period applied to the original
product. Product repair or replacement is Buyer’s exclusive remedy for all product defects covered under this non-transferable warranty. Russ Bassett makes no other express or implied
warranties to any product except as stated above and makes no warranty of Russ Bassett product fitness except for use as standard console furniture.
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
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File #7685
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.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law,
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
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File #7685
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
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
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File #7685
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,
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
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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
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
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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.
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
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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.
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
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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.
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
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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
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.
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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
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.
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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,
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
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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
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.
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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.
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
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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
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
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such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or
ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in
no way affect the validity or enforceability of any other portion or provision of the Contract. Any void
provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and
enforced as if the Contract did not contain the particular portion or provision held to be void. The parties
further agree to reform the Contract to replace any stricken provision with a valid provision that comes as
close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this
entire Contract from being void should a provision which is the essence of the Contract be determined to
be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year’s Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls
on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00
am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or
work performance not within the normal hours of operation must be approved by the City Manager of
Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing
obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality
obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are
suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton
Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not
currently suspended or debarred from doing business with the Federal Government, as indicated by the
General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement
Programs, the State of Texas, or the City of Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory
employment practice. No person shall, on the grounds of race, sex, sexual 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.
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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.
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.
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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
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
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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
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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.
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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
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
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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
(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
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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
interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract.
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
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File #7685
[ ] 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: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
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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: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
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File #7685
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
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
DocuSign Envelope ID: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
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File #7685
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: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
290
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: 1BA2F48E-0840-45F1-A156-C35E777E5FC6
G
Russ Bassett Corporation
5/7/2021
291
Certificate Of Completion
Envelope Id: 1BA2F48E084045F1A156C35E777E5FC6 Status: Sent
Subject: Please DocuSign: City Council Contract 7685 - PSAP Consoles (HGAC Co-op)
Source Envelope:
Document Pages: 39 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
5/5/2021 4:02:47 PM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 5/5/2021 4:05:45 PM
Viewed: 5/5/2021 4:06:09 PM
Signed: 5/5/2021 4:07:48 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 5/5/2021 4:07:50 PM
Viewed: 5/5/2021 4:18:41 PM
Signed: 5/5/2021 4:19:54 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: 5/5/2021 4:19:57 PM
Viewed: 5/6/2021 12:51:16 PM
Signed: 5/6/2021 12:52:31 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Peter Fink
pfink@russbassett.com
Executive Vice President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 68.228.71.42
Sent: 5/6/2021 12:52:33 PM
Viewed: 5/7/2021 12:05:44 AM
Signed: 5/7/2021 1:43:57 PM
Electronic Record and Signature Disclosure:
Accepted: 5/7/2021 12:05:44 AM
ID: f78610c2-a098-4788-81cb-d5c6afbaae56
292
Signer Events Signature Timestamp
Leisha Meine
Leisha.Meine@cityofdenton.com
Chief Technology Officer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.185.7.136
Sent: 5/7/2021 1:44:00 PM
Viewed: 5/7/2021 1:44:53 PM
Signed: 5/7/2021 1:47:47 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 5/7/2021 1:47:50 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: 5/7/2021 8:59:04 AM
ID: bf1f8f32-ff5a-448f-8860-82ed1880c35e
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: 5/5/2021 4:07:50 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 5/7/2021 1:47:50 PM
Viewed: 5/10/2021 9:16:01 AM
293
Carbon Copy Events Status Timestamp
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
Suzanne Kaletta
Suzanne.Kaletta@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 5/5/2021 4:05:45 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
294
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
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If you decide to receive notices and disclosures from us electronically, you may at any time
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If you elect to receive required notices and disclosures only in paper format, it will slow the
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Unless you tell us otherwise in accordance with the procedures described herein, we will provide
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authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
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the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Peter Fink, Rosa Rios
295
How to contact City of Denton:
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receive notices and disclosures electronically as follows:
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296
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297
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-765,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City Council of the City of Denton repealing Ordinance No.20-420;
approving the 2021 Denton Municipal Electric -Energy Risk Management Policy;delegating authority as
provided in the 2021 ERMP;authorizing and approving the subsequent execution of such other ancillary and
related documents,including,without limitation,contracts,nominations,certificates,assignments,licenses,
directions,instruments,confirmations,orders,and statements as are authorized by the 2021 ERMP,which are
incident to or related thereto;confirming that the City of Denton,its Mayor,its City Council members,its City
Manager,or designees,its City Attorney,or designees,and its City Secretary,or designees,are authorized to
perform such acts and obligations as are reasonably required to consummate those future transactions which are
provided for and authorized by the 2021 ERMP;finding that the purchase of electricity,natural gas,and related
commodities and instruments are exempt from the requirements of competitive bidding;finding that the
purchase of electric energy,natural gas and related commodities and instruments made by the city under the
terms of the 2021 ERMP are in the public welfare of the citizens and electric ratepayers of the city;authorizing
the expenditure of funds therefor; and, providing an effective date.
City of Denton Printed on 5/21/2021Page 1 of 1
powered by Legistar™298
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Denton Municipal Electric
GM: Antonio Puente, Jr.
DATE: March 25, 2021
SUBJECT
Consider adoption of an Ordinance of the City Council of the City of Denton repealing Ordinance NO. 20-
420; approving the 2021 Denton Municipal Electric – Energy Risk Management Policy; delegating
authority as provided in the 2021 ERMP; authorizing and approving the subsequent execution of such other
ancillary and related documents, including, without limitation, contracts, nominations, certificates,
assignments, licenses, directions, instruments, confirmations, orders, and statements as are authorized by
the 2021 ERMP, which are incident to or related thereto; confirming that the City of Denton, its Mayor, its
City Council members, its City Manager, or designees, its City Attorney, or designees, and its City
Secretary, or designees, are authorized to perform such acts and obligations as are reasonably required to
consummate those future transactions which are provided for and authorized by the 2021 ERMP; finding
that the purchase of electricity, natural gas, and related commodities and instruments are exempt from the
requirements of competitive bidding; finding that the purchase of electric energy, natural gas and related
commodities and instruments made by the city under the terms of the 2021 ERMP are in the public welfare
of the citizens and electric ratepayers of the city; authorizing the expenditure of funds therefor; and,
providing an effective date.
INFORMATION/BACKGROUND
The current DME Energy Risk Management Policy (“Policy”), approved by the City Council on March 17,
2020 by City Ordinance 20-420, provided an updated framework under which DME’s Energy Management
Organization (EMO) manages DME’s energy portfolio on a day to day basis, including control structures
and protocols that provide for 1) segregation of duties and delegation of authority, 2) governance and
oversight processes, 3) rigorous management reporting and 4) strict adherence to authorized hedging
products and transaction limits.
The 2020 Policy calls for a review by the DME Risk Committee and presenting any recommended changes
(if any) through the city processes for eventual approval and adoption by ordinance, of the City Council on
an annual basis. In the forthcoming proposed update, DME and the Risk Committee recommend the Policy
updates as described below:
Transaction Limits- Updated for Power, Gas and Renewable Energy Credits (“RECs”), This
change in the Risk Policy will accord the contemporaneous changes to the Hedge Plan.
Denton Energy Center Operating Insurance- Deleted this class of approved transactions for
DME to purchase.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
299
Minor clarifications, refinements, and updates- Adds timelines for reporting notifications of
when certain portfolio risk exposure thresholds are exceeded (Appendix B.3)
EXHIBITS
1. Exhibit 1- Agenda Information Sheet
2. Exhibit 2- Risk Policy Presentation
3. Exhibit 3- Ordinance
Respectfully submitted:
Antonio Puente. Jr.
DME General Manager
Prepared by:
Philip DiPastena,
Senior Risk Control Analyst
300
5/19/2021
1
Denton Municipal Electric ID 21-765 May 25, 2021
Energy Risk Management Policy – 2021 Update
2021 version of the Risk policy was introduced and
explained in a Work Session report on May 11,
2021.
Annual updates to the Policy are routine and done
with the goal of improvement and reaction to
changing market conditions.
The purpose of the Policy is to provide a governance
structure that creates roles and responsibilities within
the organization along with a plan to manage risks.
2
Approval Recommendation
ID 21-765
1
2
301
5/19/2021
2
2021 Policy Changes
Largely Driven by the need to be consistent with the recommended
Hedge Plan changes to address new market realities exposed by
winter storm Uri.
Organizational/execution responsibility changes
Increased term of hedge transaction to address market liquidity
limitations
Conforming changes to the hedge plan (confidential due to market
sensitivity)
Removal of outage insurance from EMO authorized products per
recommendation of City Risk and Legal.
Procurement Department responsibility
3
Smith Day May 25, 2021
4
Questions
3
4
302
1
ORDINANCE NO. _
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON REPEALING ORDINANCE NO. 20-420; APPROVING THE 2021 DENTON MUNICIPAL ELECTRIC- ENERGY RISK MANAGEMENT POLICY; DELEGATING AUTHORITY AS PROVIDED IN
THE 2021 ERMP; AUTHORIZING AND APPROVING THE SUBSEQUENT EXECUTION
OF SUCH OTHER ANCILLARY AND RELATED DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, CONTRACTS, NOMINATIONS, CERTIFICATES, ASSIGNMENTS, LICENSES, DIRECTIONS, INSTRUMENTS, CONFIRMATIONS, ORDERS, AND STATEMENTS AS ARE AUTHORIZED BY THE 2021 ERMP, WHICH ARE INCIDENT TO OR RELATED THERETO; CONFIRMING THAT THE CITY OF DENTON, ITS MAYOR, ITS CITY COUNCIL MEMBERS, ITS CITY MANAGER, OR DESIGNEES, ITS CITY
ATTORNEY, OR DESIGNEES, AND ITS CITY SECRETARY, OR DESIGNEES, ARE
AUTHORIZED TO PERFORM SUCH ACTS AND OBLIGATIONS AS ARE
REASONABLY REQUIRED TO CONSUMMATE THOSE FUTURE TRANSACTIONS WHICH ARE PROVIDED FOR AND AUTHORIZED BY THE 2021 ERMP; FINDING THAT THE PURCHASE OF ELECTRICITY, NATURAL GAS, AND RELATED COMMODITIES AND INSTRUMENTS ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; FINDING THAT THE PURCHASE OF ELECTRIC ENERGY,
NATURAL GAS, AND RELATED COMMODITIES AND INSTUMENTS MADE BY THE
CITY UNDER THE TERMS OF THE 2021 ERMP ARE IN THE PUBLIC WELFARE OF THE
CITIZENS AND ELECTRIC RATEPAYERS OF THE CITY; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND, PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton ("City"), a Texas home-rule municipal corporation governed by the constitution and laws of the State of Texas, operates a municipally-owned electric utility; and
WHEREAS, on March 17, 2020, the City Council ("Council") passed Ordinance No. 2020-
420 which repealed the 2019 Denton Municipal Electric -Energy Risk Management Policy and
approved the 2020 Denton Municipal Electric - Energy Risk Management Policy ("2020 ERMP");
and
WHEREAS, the 2020 ERMP requires that it be reviewed, amended if necessary, and
approved annually by the Council; and
WHEREAS, the Council has determined and finds that (i) the 2021 ERMP provides for the
purchase of electricity, natural gas, related commodities and instruments in the future in strict
accordance with the provisions of the 2021 ERMP; (ii) any and all contracts and other documents
that are required to be entered into by and between the buyers or sellers of electric energy, natural gas, and related commodities and instruments and the City are, (a) provided that these transactions
are within the described and delineated limits and guidelines which are set forth in the 2021 ERMP,
authorized, and (b) excepted from public disclosure, as permitted by the provisions of Section
552.133, Texas Government Code, as documents that are reasonably related to the competitive
public power matter, the disclosure of which documents would provide an advantage to the
competitors or prospective competitors of Denton Municipal Electric; and, (iii) all such documents
which are incident to or related with the above-described documents, as from time to time may be required by the City and/or the seller, are (a) authorized, and (b) should be excepted from
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public disclosure, as permitted by the provisions of Section 552.133, Texas Government Code, as
documents that are reasonably related to a competitive public power matter, the disclosure of which
documents would provide an advantage to the competitors or prospective competitors of Denton
Municipal Electric; and
WHEREAS, the Council has determined and finds that the 2021 ERMP will not impair the
ability of the City to comply with the provisions of any of its utility revenue bonds, as amended,
which are now issued and outstanding; and
WHEREAS, the Council has determined and finds that both (i) Sections 252.022(a)(15) and 252.022(c), Texas Local Government Code, are applicable to the 2021 ERMP and those
subsequent transactions authorized by said 2021 ERMP involving the purchase of electricity, natural gas, and related commodities, and (ii) the Texas statutory competitive bidding law are not applicable to such purchases by the City; and
WHEREAS, the Council has further determined and finds that these actions and the 2021 ERMP are in the best interest of its citizens and ratepayers;
NOW THERFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The finding and recitations contained in the preamble of this Ordinance are incorporated herein by reference and are made a part of this Ordinance.
SECTION 2. Ordinance No. 20-240, and the 2020 Denton Municipal Electric-Energy Risk
Management Policy (commonly referred to as the 2020 ERMP) approved by the same, are both
repealed and are of no further force and effect, except that all transactions made under the 2020
ERMP remain protected from disclosure Section 552.133, Texas Government Code.
SECTION 3. The 2021 Denton Municipal Electric - Energy Risk Management Policy ("2021 ERMP"), attached as Exhibit "A" and incorporated by reference, is approved and adopted.
SECTION 4. The City Manager, or his designee, and the City Secretary, or her designee, are authorized to execute, attest and deliver respectively, all contracts which are authorized by the
2021 ERMP, and other such documents which are incident to, or related to, or which arise under the same ("Related Documents"), and to take such other additional actions as the City Manager, or his
designee, shall determine to be necessary and appropriate to effectuate the matters set forth in this
Ordinance and the 2021 ERMP.
SECTION 5. All subsequent actions taken by the Mayor, or his designee; the City Manager,
or his designee; the City Attorney, or her designee; or the City Secretary, or her designee, in furtherance of any future transactions that are authorized under the 2021 ERMP are approved
and authorized in all respects as of the dates and times that such actions are taken.
SECTION 6. Immediately following the adoption by the Council of the 2021 ERMP, any
and all subsequent documents and supporting documents which are executed pursuant to the 2021
ERMP as amended are to be sealed by the City Secretary and maintained in her custody and control
as documents which are excepted from public disclosure under the provisions of §552.133 of the
Texas Government Code (the "Public Power Exception"); unless otherwise law fully ordered to
disclose said documents.
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SECTION 7. The expenditure of funds as provided for in this Ordinance is hereby authorized.
SECTION 8. This Ordinance shall become effective immediately upon its passage and approval.
The motion to approve this ordinance was made by __________________________ and
seconded by _________________________________, the ordinance was passed and approved by the
following vote [___ - ___]:
Aye Nay Abstain Absent
Gerard Hudspeth, Mayor: ______ ______ ______ ______
Vicki Byrd, District 1: ______ ______ ______ ______
Brian Beck, District 2: ______ ______ ______ ______
Jesse Davis, District 3: ______ ______ ______ ______
Alison Maguire, 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
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ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
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: 2021.05.19 18:15:27 -05'00'
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Denton Municipal Electric
Energy Risk Management Policy
Approved by the City Council of the City of Denton, Texas
City Ordinance No. 21-___
Exhibit 'A'
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Contents
SECTION 1 PROGRAM OVERVIEW .................................................................. 5
1.1 Introduction ............................................................................................................. 5
1.2 Objectives ................................................................................................................. 5
1.3 Energy Risk Management Framework ...................................................................... 6
1.3.1 Organizational Objectives ............................................................................. 6
1.3.2 Risk Mitigation and Measurement ............................................................... 6
1.3.3 Portfolio Management ................................................................................. 7
1.3.4 Risk Control Infrastructure ........................................................................... 7
1.4 Procedures and Guidelines ....................................................................................... 7
SECTION 2 ORGANIZATION STRUCTURE ......................................................... 8
2.1 Risk Management Committee (“RMC”) .................................................................... 8
2.1.2 Risk Management Committee Structure ......................................................... 8
2.1.3 Meeting Frequency, Voting, Member Vacancies and Reports ......................... 9
2.1.4 Outside RMC Support; Outside Review of Standard Reports; DME
Cooperation with Consultant; Quarterly Report from Consultant .......................... 10
2.2 Front, Middle, and Back Offices ............................................................................. 11
2.2.1 Front Office................................................................................................. 11
2.2.2 Middle Office .............................................................................................. 12
2.2.3 Back Office .................................................................................................. 14
SECTION 3 MARKET RISK PROTOCOLS AND EXPOSURE CONTROL ................ 15
3.1 Market Risk Protocols............................................................................................. 15
3.2 Authorized Transactions ......................................................................................... 16
3.3 Market Risk Control ................................................................................................ 16
3.3.1 Risk Tolerance ............................................................................................. 16
3.3.2 Transaction and Exposure Limits ................................................................ 16
3.3.3 Stress Testing .............................................................................................. 17
3.3.4 Model Validation and Controls ................................................................... 17
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3.4 Credit Risk Control .................................................................................................. 18
3.4.1 Credit Policies ............................................................................................. 18
3.4.2 Credit Limits................................................................................................ 19
3.4.3 Counterparty Credit Function ..................................................................... 19
3.5 Information Systems and Models ........................................................................... 20
SECTION 4 RISK REPORTING ......................................................................... 21
4.1 Risk Management Reporting Policy ........................................................................ 21
4.2 Risk Committee Meeting Updates .......................................................................... 21
4.3 Transaction Valuation ............................................................................................ 22
SECTION 5 OTHER RESPONSIBILITIES AND POLICIES ..................................... 23
5.1 Organization-Wide Responsibilities ........................................................................ 23
5.2 Commercial Interests and Trading for Personal Accounts ...................................... 23
5.3 Acknowledgment of Policy Requirements .............................................................. 24
5.4 Adoption of Energy Risk Management Policy ......................................................... 24
SECTION 6 CREDIT RISK POLICY .................................................................... 25
6.1 Introduction ........................................................................................................... 25
6.2 POLICY OVERVIEW .................................................................................................. 25
Appendix A PORTFOLIO RISKS ...................................................................... 26
A.1. MARKET RISK ............................................................................................................. 26
A.1.1. Price Risk ...................................................................................................... 26
A.1.2. Volume Risk .................................................................................................. 26
A.1.3. Liquidity Risk ................................................................................................ 27
A.2. CREDIT RISK ................................................................................................................ 27
A.2.1 Credit Risk ..................................................................................................... 27
A.2.2. Funding Risk ................................................................................................. 28
A.3. OPERATIONAL RISK .................................................................................................... 28
A.3.1. MODEL RISK ................................................................................................. 28
A.3.2. DENTON ENERGY CENTER OUTAGE RISK ...................................................... 28
A.4. REGULATORY RISK ...................................................................................................... 28
A.4.1 Carbon Cost ................................................................................................... 29
A.4.2 Changes to ERCOT market design ................................................................. 29
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A.4.3 Ongoing changes to ERCOT Protocols ........................................................... 29
A.4.4 Regulatory Compliance ................................................................................. 29
Appendix B RISK EXPOSURE AND TRANSACTION LIMITS .............................. 30
B.1 Risk Books ................................................................................................................... 30
B.2 Risk Exposure Limits .................................................................................................... 31
B.3 Portfolio Risk Exposure Limits ..................................................................................... 31
B.4 Open Position Management ....................................................................................... 32
B.5 Transaction Limits ....................................................................................................... 33
B.5.1 Bilateral or Financial Power Transaction Limits ........................................... 35
B.5.2 Congestion Management Transaction Limits ................................................ 36
B.5.3 Physical or Financial Natural Gas Transaction Limits ................................... 39
B.5.4 Renewable Energy Credit (“REC”) Transaction Limits .................................. 40
Appendix C ORGANIZATIONAL STRUCTURE .................................................. 41
Appendix D APPROVED TRANSACTION TYPES .............................................. 43
Appendix E FORWARD HEDGING STRATEGIES AND PLANS ........................... 46
Appendix F 2021- 2022 DME HEDGE PLAN ................................................... 48
Hedge Plan Overview ............................................................................................. 48
Appendix G NEW PRODUCT/MARKET INSTRUMENT APPROVAL CHECKLIST . 50
Appendix H ENERGY RISK MANAGEMENT POLICY ACKNOWLEDGEMENT FORM
.................................................................................................................... 52
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SECTION 1 PROGRAM OVERVIEW
1.1 Introduction
The City of Denton’s municipally owned electric utility, operated under the trade name of Denton
Municipal Electric (“DME”), is in the business of providing affordable and reliable energy and
energy services to its customers in an environmentally sustainable manner. This Energy Risk
Management Policy (“Policy”) has been developed to establish a comprehensive framework for
DME to meet and exceed the overall goals and objectives set by the City Council, subject to
approved risk tolerances.
This Policy provides specific controls (e.g., segregation of duties, oversight, etc.) for the
management of strategic and operational risks and establishes guidelines for DME to plan,
execute and control the risks inherent in the generation, purchase and sale of energy for its retail
customers. The resulting framework shall govern DME’s energy portfolio activities through which
City Management and DME personnel identify, capture, measure, manage, control, monitor and
report financial and other risks. This program specifically addresses management of energy
portfolio risk and provides a framework to maintain proper controls over portfolio activities as
they change over time.
1.2 Objectives
The objectives of this Risk Policy are as follows:
1. Identification of inherent risks associated with procurement of energy and ancillary
services to serve the retail load of DME’s customer/owners.
2. Periodic and consistent measurement and reporting of risks
3. Establishment of acceptable risks levels
4. Identification of authorized risk management transactions, volumes, terms and authority
levels for all employees, committees, and boards involved in execution of risk
management transactions.
5. Establishing disciplinary actions for violation of risk management policy including trading
limits
DME’s energy portfolio consists of its assets such as power plants, power supply contracts of
varying delivery patterns and maturity, wholesale physical and financial hedges1, congestion
management trades, ancillary service requirements and retail load obligations. A number of
inherent risks are associated with DME’s energy portfolio, including market (price) risk,
volumetric risk, operational risk, organizational risk, counterparty credit risk, liquidity (funding)
1 As used in this Policy, physical and financial hedges are market transactions used to offset pre-financial existing
risk in the portfolio, and are generally used to reduce price exposure associated with DME supply and demand,
price volatility or transmission congestion.
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risk, and regulatory/legal risks (for more detail, see Appendix A for a summary of DME’s portfolio
risks).
DME manages these risks to achieve its core business objectives of delivering energy to its
customers at reasonable and stable rates. Key risk management objectives and performance
measures are shown in the table below.
Objective Performance Metric
Reduce risk Reduction in exposure to price volatility and volumetric
variability
Competitive costs Comparison of actual energy costs (including hedges and
ERCOT balancing transactions, but excluding PPAs) to the
average annual ERCOT Day Ahead Market (DAM) price, plus a
hedging premium
Reasonable rates Comparison of DME average rate to that of other Texas
municipal utilities
Risk Policy Adherence Identification, reporting and disciplinary action of policy
violations
1.3 Energy Risk Management Framework
DME’s Energy Risk Management Policy is built around a framework that includes the following
four elements: Organizational Objectives, Risk Mitigation, and Measurement, Portfolio
Management and Risk Control Infrastructure. Each of these elements is discussed further below.
1.3.1 Organizational Objectives
The Risk Management Committee (“RMC”) approves goals, strategies, and objectives
which help define the appropriate portfolio management activities that are undertaken
by DME. This is done in coordination with strategic and business planning activities
conducted to establish the budget and through periodic strategic planning activities.
1.3.2 Risk Mitigation and Measurement
As part of clarifying organizational objectives, this Policy defines the EMO’s role in
identifying, measuring and mitigating energy risks. DME’s risk mitigation practices focus
on implementation of the approved Hedge Plan for mid to long term risk mitigation and
inside the month risk management activities to meet required targets, along with
transaction and risk exposure limits.
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1.3.3 Portfolio Management
DME engages in transactions that are conducted in accordance with hedging targets and
risk management and transaction limits specified in connection with this Policy and in
broader DME policies and operating procedures.
1.3.4 Risk Control Infrastructure
DME maintains a collection of internal controls, systems, and processes necessary to
achieve the objectives of this Policy. These controls comprise DME’s energy risk control
infrastructure and includes provisions for:
x Energy Risk Management Organization Structure and Responsibilities
x Transaction and Risk Exposure Targets and Limits
x Portfolio Position Tracking
x Risk Measurement and Mitigation
x Performance Measurement
x Management Reporting
x Operating Procedures
1.4 Procedures and Guidelines
This Policy prescribes the management, organization, authority, processes, tools and systems to
monitor, measure, control and mitigate market risks through DME’s energy management
activities. Upon adoption by the City Council, this Policy shall be implemented through a
supporting set of standard operating procedures (“EMO Procedures Manual”). The operating
criteria and parameters shall be updated as necessary to reflect changes in market conditions
and staffing levels. All standard operating procedures shall be approved by the RMC.
All departmental procedures that may impact DME’s energy portfolio shall be in full compliance
with this Policy. DME executive management shall evaluate the degree of detail necessary in the
operating procedures and may require that additional procedures be developed and
implemented.
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SECTION 2 ORGANIZATION STRUCTURE
2.1 Risk Management Committee (“RMC”)
While the leadership of the Front, Middle and Back Office groups, along with the DME General
Manager regularly review executed transactions, monitor proximity to transaction limits and
oversee the implementation of DME’s portfolio management activity, consistent with industry
best practices, the executive oversight of DME’s energy management activities is conducted
through the Risk Management Committee (“RMC”). The RMC is also responsible for activities
governed by this Policy and ensuring that Policy requirements are met. The RMC membership is
be comprised of five voting members and two non-voting members.
2.1.1. Risk Management Committee Responsibility
The RMC has the responsibility for executive oversight over the Program, which includes:
Understanding DME’s risk management objectives as described in Section 1.2 above and
risk tolerances as described in Appendix B.3 and B.4.
Approving annual risk plans, targets and limits as reflected in DME’s proposed annual
budget and Hedge Plan.
Ensuring Program strategies are consistent with overall City goals and obligations.
Reviewing this Policy at least annually and making recommendations for changes to the
City Council and Public Utilities Board.
Reviewing and monitoring DME’s progress in managing its hedging plans/targets as
described in Appendix E and proximity risk exposure limits specified in Appendix B.3.
Understanding and discussing DME’s energy-related financial risk exposures and DME’s
strategies for monitoring and controlling these exposures.
2.1.2 Risk Management Committee Structure
The voting members are:
x PUB Chair (or designee)
x City Manager (or designee)
x DME General Manager (Chair)
x DME Regulatory & Risk Division Manager (or designee)
x City’s Director of Finance (or designee)
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The non-voting members, both acting solely within their respective responsibilities set out
in the City’s Charter, are:
x City Auditor (or designee)
x City Attorney (or designee)
2.1.3 Meeting Frequency, Voting, Member Vacancies and Reports
1. As needed, but no less than quarterly, the RMC shall meet to review EMO
operations as described in Section 4.2. The Chair of the RMC shall provide at
least five (5) business days’ notice to the members.
2. Any member of the RMC can request a meeting to address circumstances or
issues that may require immediate attention.
3. As needed, but not less than annually, the RMC reports results of DME’s energy
management activities and compliance with this Policy to the Public Utilities Board
and the City Council
4. Each of the five voting members shall have a single vote on matters that come before
the RMC and a voting member, or designee, must participate in the RMC meeting in
order to vote and approve a proposed action. If a voting member is unable to attend
an RMC meeting in person or by telephone, the member may designate an alternate
to vote in the member’s absence. A quorum of at least four (4) voting members is
required for a vote to take place. The RMC makes decisions and take actions by a
simple majority vote. If the RMC reaches an impasse that cannot be addressed
through a vote, the DME General Manager may make a final decision by the end of
the next business day on the issue and shall immediately notify all RMC members by
email.
5. In cases where a member of the RMC leaves the employ of the City, the City Manager,
upon consultation with the DME General Manager, will resolve the RMC vacancy by
making an interim appointment at the General Manager’s discretion.
6. A standard set of reports shall be prepared and distributed by the Chair in advance of
each RMC meeting. The DME Compliance Officer, or that officer’s designee will act as
Secretary to the RMC and will document all meetings and actions taken by the RMC
in meeting notes that will be distributed to RMC members for their review and
acceptance. Risk Policy compliance and risk position reports will be presented the
RMC in a form that is approved by the RMC and which may be amended as
determined necessary by the RMC. When establishing the standard set of reports,
the RMC will consider the requirements set out in 2.1.3.
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7. Meeting notes approved by the RMC will be distributed by the City Attorney to the
RMC members, the City Manager, City Council and PUB.
8. As Chair of the Risk Management Committee, the DME General Manager is
responsible for all DME energy management activities, including the day-to-day
efforts of the risk control function. At a high level, these responsibilities include
understanding and measuring market risk, validating risk mitigation activities,
hedge strategy compliance and risk reporting.
2.1.4 Outside RMC Support; Outside Review of Standard Reports; DME
Cooperation with Consultant; Quarterly Report from Consultant
1. The City Manager may employ a consultant who directly reports to the City
Manager to provide independent support to the RMC including, but not limited
to:
x Assessment of energy markets including energy news and counterparty
information relevant to DME’s risk management and hedge positions
x Independent monitoring of DME’s risk and policy limits as defined and
approved in this policy
x Review of DME’s front office hedge strategy and recommendations for
potential improvements
x Independent review of DME’s executed hedge positions for compliance with
this policy
x Review of DME’s hedge positions and portfolio, including review of
o Risk report
o Position reports
o P/L reports
o Counterparty exposure reports
o Settlements reports
x Support in the ongoing development of DME’s RMC standard set of reports
x Attendance at DME’s RMC quarterly meetings and other RMC meetings
x Performance of a cost benchmark analysis at three (3) year intervals.
x Other tasks and responsibilities as may be determined important by the City
Manager.
2. The standard reports prepared by DME for the meetings shall be provided to the
City Manager at least 5 days before the date of the meeting and the same shall be
reviewed by a consultant who reports directly to the City Manager.
3. DME shall cooperate with all requests of the consultant.
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4. In conjunction with the quarterly RMC meetings, the consultant will provide a
report to the RMC which will include, but not limited to:
x Risk and position reports
x Recommendations, as needed, for changes to DME’s risk management
program
2.2 Front, Middle, and Back Offices
The “Front-Middle-Back Office” model provides for segregation of duties and efficient
administrative support. It is a way to segregate DME energy management activities into
transactional (“Front Office”), independent risk control and transaction compliance (“Middle
Office”) and financial, accounting, and contract administration support (“Back Office”)
functions.
2.2.1 Front Office
The Front Office is primarily responsible for managing the energy supply portfolio
associated with DME’s wholesale market activities and directing its daily physical and
financial trading.
The Front Office directly executes physical or financial transactions to support activities
such as management of fuel, power, congestion, ancillary services, environmental
attributes, and wholesale sales activities as well as develops measurable hedge strategies
and plans at least annually (see Appendix E for details on hedging framework).
Specific responsibilities of Front Office personnel include:
1. Developing and implementing strategies that are consistent with program
objectives and this Policy.
2. Monitoring the energy markets including determining the forward prices for
products traded by the EMO (“marking curves”) structural/regulatory changes,
counterparty activity and financial wherewithal, market liquidity, and new supply
and hedging instruments.
3. Advising the RMC of significant changes in the market and in the liquidity of
approved hedging instruments, along with advising the RMC of the need for seeking
Council approval of in new hedging instruments that may help DME achieve its risk
objectives. New hedging instruments shall be approved based on the guidelines
shown in Appendix E – New Product / Market Instrument Approval Checklist.
4. Managing the portfolio of positions in physical and financial energy and energy-
related commodities in a manner consistent with DME’s risk management
objectives and the corresponding Hedge Strategies contained in Appendix E –
Forward Hedging Strategies and Plans.
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5. Executing physical and financial transactions with approved counterparties through
the appropriate exchange, broker, voice communication, email, etc.
6. Recording details of financial and physical transactions for DME’s ETRM system.
7. Ensuring that transactions comply with DME’s Energy Risk Policy.
8. Functioning as the primary point of contract and as an active participant in the
ERCOT stakeholder processes.
9.
The Front Office oversight role is accomplished through supervisory review and approval.
DME’s Front Office consists of Market Operations and the Market Analytics group and
reports to the Assistant General Manager or the functional manager of the EMO.
2.2.2 Middle Office
The Middle Office is responsible for monitoring compliance with this Policy, for
determining that energy transactions and exposures are within authorized limits and
meet minimum targets, identifying any violations of the limits in this Policy and reporting
any such violations to the General Manager and Assistant General Manager, and for
reporting the market exposure associated with all transactions entered into by the Front
Office on an ongoing basis. The Middle Office institutes and reviews energy portfolio
management activities, such as portfolio credit exposure, transaction compliance and
approval of counterparties. The Middle Office also quantifies and reports risk exposure
(including both price and volumetric uncertainty). If, in the opinion of the Middle Office,
hedge decisions do not achieve program objectives, the Middle Office will determine why
the objectives are not achieved and recommend to the Front Office, changes to existing
and proposed hedge transactions and positions. In the event there is no consensus
between the Front Office and the Middle Office, the Middle Office with recommend
changes to the RMC on potential changes to the hedge transactions and the rationale for
such recommended changes.
The Middle Office responsibilities include monitoring DME’s energy management risk
exposures and mitigation measures and ensuring compliance with policies, guidelines,
and procedures. In connection with this responsibility, the Middle Office maintains a
compliance log of any operational and/or procedural violations, which will be reported to
the RMC each quarter. Alleged violations of and policy or procedures will be immediately
reported to the General Manager and the Assistant General Manager.
Additionally, the Middle Office is responsible for recommending to the RMC when
changes in policy or operating procedures are required. These recommendations may
involve the temporary or permanent halting of transactions with one or more
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counterparties, and any other topic the Middle Office believes represents potential
unacceptable risk exposure.
The Middle Office adopts and updates, as necessary, the Energy Risk Management Policy
after such updates are adopted by the RMC, guidelines and procedures so that portfolio
management functions occur in compliance with Energy Risk Management Policies and
energy risk procedures and guidelines.
Specific responsibilities of the Middle Office include the following:
1. On a daily basis, confirms and reconciles physical and financial transactions,
including conditions, quantities, and amounts to be paid and dates. The Middle
Office verifies the mark for every position that has been entered into the system of
record by Front Office and to ensure that the terms recorded and understood by
DME to match the terms actually agreed upon with counter parties and/or brokers.
2. Compares energy portfolio to the market (market to market) by collecting and
validating market prices, and preparing position reports identifying the financial
positions, physical positions, anticipated physical exposures, and the market value
of the energy portfolio(s) on a position-by-position and aggregate basis.
3. Operates risk measurement, performance, and valuation models, including various
stress tests.
4. Prepares routine risk reports, including those identified in Section 4.2 – Required
Reports.
5. On a daily basis, confirms that all exposures and activities comply with authorized
market instruments as contained in Appendix D – Approved Types, the risk limits as
contained in Appendix A – Risk Exposure and Transaction Limits and hedge coverage
targets as contained in Appendix E – Forward Hedging Strategies and Plans. In doing
so, the Middle Office monitors transactions and position limits, review daily
positions, and activity reports, and ensures that trading instruments comply with
current hedging strategies and are permissible.
6. Follows the remedial actions process in the event of any risk limit or hedge target
breaches.
7. Ensures all transactions comply with DME’s Energy Risk Policy.
8. Generates, executes and sends written confirmations to counterparties to ensure
terms and conditions are mutually agreed upon.
9. The specification of position valuation methods.
10. Calculates and reports the credit risk position of DME with counterparties.
Communicates to the Front Office any counterparties that have exceeded allowed
credit risk and are prohibited from further trading activities.
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11. Maintains all counterparty enabling agreements and ensures that only enabled
counterparties are populated and authorized in the system of record.
The Middle Office reports to the DME Regulatory & Risk Division Manager.
2.2.3 Back Office
The Back Office’s primary responsibility is to ensure that financial records of DME’s energy
management operation accurately reflect the current state of energy risk management
and power supply portfolio management activity. The Back Office is responsible for
invoice checkout, verifying supply payments, invoicing, and settlements. The Back Office
is also responsible, in coordination with City of Denton Finance, AR, and AP departments,
for accurately calculating and booking the financial results of energy transaction activities,
billing, and accounts payable, as well as recording, reporting and accounting for risk
management and hedging. Specific responsibilities of the Back Office include the
following:
1. Supports accounts payable and receivable operations.
2. Coordinates with City Finance the recording of all revenue and expenses in the
general ledger and other subsidiary ledgers when appropriate.
3. Coordinates the recording of posted cash receipts and revenues with City Finance
to the appropriate subsidiary ledger.
4. Settles transactions (verification, accounts payable/receivable)
5. Develops and maintain documentation outlining standard procedures for
performing the settlement functions described herein.
6. Notifies the Front Office, Middle Office, and the General Manager of any
discrepancies that result from the reconciliation process.
7. Oversees the safekeeping of transaction-related documents.
8. Maintains funding and reconciles and records activity in cash accounts held with
other ERCOT and other market participants.
The Back Office reports to the Executive Manager of Energy Services and Administration.
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SECTION 3 MARKET RISK PROTOCOLS AND EXPOSURE
CONTROL
3.1 Market Risk Protocols
The following market risk protocols shall govern DME’s participation in wholesale energy
markets. Specific limits, methodologies, reports, operational procedures and approval processes
are detailed in the EMO Procedures Manual.
x DME will ensure that it has full knowledge of its energy portfolio position and the resulting
exposure, and understands the implications of its energy management activities;
x Only personnel authorized by the DME General Manager, or the General Manager’s designee,
pursuant to a written Delegation of Authority Memorandum or email copied to the middle
office can transact on behalf of DME in the wholesale energy market (see Transaction Limits
section of Appendix B);
x Personnel involved with DME’s energy management activities will ensure they obtain
competitive prices, transact based upon competitive market conditions and that
counterparty credit risk is diversified by setting up master enabling agreements [such as the
International Swaps and Derivatives Association, Inc. (ISDA), Edison Electric Institute (EEI),
and the North American Energy Standards Board (NAESB)] with as many pre-qualified
financial counterparties as deemed necessary by the Front Office.
x DME may only transact in wholesale energy-market products authorized by this Policy and at
retail price levels stipulated in the current rate manual or as approved by the PUB or City
Council as applicable.
x DME may only transact within transaction limits approved and defined in this Policy.
x All energy transactions will be carried out on recorded phone lines, electronic trading
platforms, via electronic media (including email and other online methods) or other media
that can be recorded and documented;
x Metrics for assessing DME’s market risk exposure will be specified, measured, monitored,
and reported on a regular basis to the RMC;
x On a daily basis, all wholesale market transactions will be recorded in the official system of
record which will capture and report physical and financial positions so that each can be
reviewed separately and in total so that net volume and price risk and collateralization
requirements can be accurately assessed and managed in real time. This system will also
serve as a central check and balance tool; therefore, it will allow for reconciliation of physical
and financial confirmations with transactional input. This system will also support and report
risk information.
x Models and inputs for valuation and risk measurement and mitigation shall be subjected to a
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validation and change control process. The models employed and associated processes shall
be described in detail in the EMO Procedures Manual.
3.2 Authorized Transactions
Authorized types of transactions are addressed in Appendix D of this Policy. These transactions
types are, and shall continue to be, focused on supporting the energy portfolio goals of the City
Council and this Policy.
3.3 Market Risk Control
An important element to any energy risk management and mitigation program is the regular
identification, measurement, and communication of market risk. DME’s net “open” position (i.e.,
whether it needs to buy or sell energy products on a daily, hourly, monthly or annual basis to
balance the energy portfolio) and the market exposure associated with its net open positions
shall be quantified and compared against exposure limits contained in this Policy and discussed,
on a regular basis, with the RMC.
Market exposure associated with these net positions shall be quantified using forms of
measurement approved by the RMC. The market exposure measurement criteria shall be
reviewed at least annually and consider changes in DME’s net positions and existing and
projected market conditions. The Middle Office shall have primary responsibility for coordinating
the development, maintenance, and modification all market measurement methodologies within
DME and for recommending approval of these methodologies by the RMC.
3.3.1 Risk Tolerance
For the purposes of this Policy, DME’s Energy Risk tolerance is defined by the degree of
uncertainty that DME can accept in its future financial ratios and customer rates on a
projected basis.
DME’s Energy Risk tolerance and measurement of Energy Risk shall include “at risk” forms
of risk measurement such as Cash Flow at Risk (“CFaR”) or Value at Risk (“VaR”),
augmented with scenario analysis and stress testing. These forms of risk measurement
are described in more detail in Appendix A – Risk Exposure and Transaction Limits and in
sections of the EMO Procedures Manual.
3.3.2 Transaction and Exposure Limits
The setting of and the adherence to transaction limits is an important control element to
ensure DME does not assume greater aggregate energy market exposure than is intended
and helps ensure that the transaction strategy level is appropriate at various levels of
aggregation (e.g. by commodity, delivery period, strategy, energy portfolio, etc.).
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Appendices B and D, along with the EMO Procedures Manual, contain the Approved
Transaction Types and the Transaction Limits for DME. It is the responsibility of the Front
Office, Middle Office and the RMC to utilize these limits to manage and mitigate risk-
taking activities. The Front Office shall be responsible for maintaining exposures within
prescribed limits and for recommending changes to those limits to the RMC when market
conditions or operating circumstances result in limits becoming ineffective or
inappropriate in controlling these activities.
The Middle Office shall be responsible for monitoring compliance with the Transaction
Limits and obtaining approval from the RMC for any changes to Transaction Limits or the
Transaction Limit structure. It is the responsibility of the Middle Office and Front Office
to ensure that Transaction Limits are strictly enforced.
3.3.3 Stress Testing
In addition to mitigating and measuring financial exposure using the methods above,
stress testing is used to examine performance of the energy portfolio under extreme
adverse conditions.
In stress testing, extreme market conditions are applied to the portfolio to determine how
the portfolio will perform under such conditions. Stress testing requires thorough
evaluation of past market periods to determine those that would represent severe
outcomes. In addition, the performance of the portfolio is also estimated for individual
and combined potential market conditions. Such conditions are intentionally chosen to
represent adverse conditions and combinations of conditions, even if they are extremely
unlikely.
The Middle Office shall design and maintain a stress testing program, in consultation with
the Front Office. The stress testing approach shall be reviewed by the Middle Office
regularly, and the stress testing program shall be presented to the RMC for review on at
least an annual basis.
3.3.4 Model Validation and Controls
A risk commonly faced by those involved with energy management activity is model risk—
the risk that either the methodology or assumptions used to value the portfolio becomes
invalid. Inaccurate assumptions and incorrectly designed models can cause risk
management problems in every market. However, the complexity of energy models and
their extended lifetimes, make these problems especially common in the energy markets.
Model risk occurs primarily for two reasons:
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• The model may have fundamental errors the user is unaware of and may produce
inaccurate outputs when viewed against the design objective and intended business
uses.
• The model may be used incorrectly or inappropriately.
Ensuring adequate model documentation is an important control for managing
modeling risk. This requires both organizing model information and accountability from
people using and developing models.
DME keeps a record of all internally and externally developed models used in its operation
(see EMO Operating Procedures 1-4), including:
x a description of the information input component (assumptions and data used by
the model, including quantitative approaches whose inputs are partially or wholly
qualitative or based on expert judgment),
x version control (when key model inputs or model processes change)
x processing component (which transform inputs into estimates), and
x reporting component (which translates the estimates into useful business
information).
The Middle Office will review and validate models used by DME and report to the RMC
annually.
3.4 Credit Risk Control
Credit Risk is the potential impact on DME’s financial performance due to the chance of non-
performance in payment or delivery (either physical or financial) by an energy entity that has
executed a commercial agreement with DME to buy and sell energy (“counterparty”).
DME actively mitigates its energy credit risk by making informed decisions regarding which
counterparties to transact with and to what degree. Credit risk is defined as the risk of
counterparty nonperformance, or failure to deliver its obligation (whether with an energy
product or the payment of amounts owed).
3.4.1 Credit Policies
DME mitigates its energy credit risk by
x Incorporating the expected transacting volumes, timing, and expected energy prices,
when establishing an energy credit risk tolerance for a calendar year;
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x Assessing counterparty creditworthiness and establishing credit limits for
counterparties based on that assessment;
x Requiring a counterparty to be assigned a credit limit prior to transacting with it;
x Monitoring and assessing market and counterparty events to adjust credit limits as
appropriate; and
x Calculating and reporting the maximum expected loss if a counterparty defaults
(“counterparty credit exposure”).
3.4.2 Credit Limits
The EMO Procedures Manual includes a credit limit framework for DME’s counterparties
based on various factors such as debt ratings and financial statistics. Specific counterparty
credit limits include consideration of financial ratios, audited financial statements, and
asset quality. Credit limits and credit exposure based upon the trades in place with each
counterparty and the market price for the net long or short positions with each is
measured every day by the Middle Office. At least semi-annually the credit strength of
each counterparty that DME is exposed to will be evaluated by the Middle Office, or
immediately if their business conditions change or their credit rating has been
downgraded and negative changes that have the potential to increase DME’s credit risk
will be reported to the RMC.
Prior to execution of any transaction with a counterparty, the Front Office verifies that
the counterparty has available credit. In addition, no transaction shall be executed that
will cause the counterparty credit limit to be exceeded unless explicitly approved by the
RMC.
3.4.3 Counterparty Credit Function
The counterparty credit function concerns counterparty credit analysis and approval of
new and existing counterparties as well as the calculation, aggregation, monitoring and
reporting of credit exposures. In addition to those activities mentioned in section 3.1, the
Middle Office manages DME’s credit function.
The objective of the counterparty credit function is to minimize the potential adverse
financial impacts on DME in the event of a potential default by a counterparty. The
counterparty credit function will minimize DME’s credit exposure and potential adverse
financial impacts by:
x Establishing a credit risk mitigation structure within the energy risk management
program;
x Providing a framework to enable DME to qualify energy suppliers and transact with
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approved counterparties;
x Determining counterparty transacting parameters (“transaction limits”) to
conservatively control and measure DME’s exposure to any one supplier; and
x Implementing conservative business processes and procedures (to be included in the
EMO Procedures Manual) to gather and monitor financial information on each
counterparty to estimate counterparty credit exposures
3.5 Information Systems and Models
Energy risk management information systems consist of the data, models and other software and
hardware used to collect, analyze, test, and validate transactions within DME’s portfolio in order
to monitor and control risk. Although various departments within the City of Denton or DME
may have responsibilities for using and maintaining DME’s risk management systems, the Middle
Office shall have overall responsibility for ensuring that the systems are sufficient to perform the
risk management functions outlined in this Policy.
As part of a service level agreement with the City of Denton Technology Services, the Middle
Office shall also be responsible for maintaining the security, integrity and reliability of the
software used for energy risk management purposes (e.g. valuation models, administrative and
reporting software, energy risk management databases, etc.).
In accordance with the service level agreement which is currently followed between DME and
the City of Denton Technology Services, Technology Services shall be responsible for maintaining
the integrity and reliability of the hardware used for both energy management and energy risk
management purposes, including business continuity, disaster protection and recovery plans.
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SECTION 4 RISK REPORTING
4.1 Risk Management Reporting Policy
Key to energy risk management is the monitoring of risks and the accurate and timely information
that must be provided to all parties involved in any aspect of energy risk management to allow
them to perform their functions appropriately. The separation of execution and reporting
responsibilities ensures that timely and accurate information is being reported.
On an annual basis, the RMC Chair will meet with the PUB and City Council and provide details of
the DME’s forward purchases, market exposure, credit exposure, counterparty credit ratings,
transaction compliance and other relevant data. In addition, DME will provide periodic training
to the PUB and Council on energy market fundamentals and commodity trading best practices to
help facilitate more productive risk meetings.
4.2 Risk Committee Meeting Updates
Minutes and meeting materials from quarterly RMC meetings will be distributed to the PUB and
Council for their review.
At a minimum, quarterly RMC meetings will include a review of the following topics:
Controls Compliance
Identification of any activities that have exceeded permissible limits. The General
Manager or the General Manager’s designee will provide details of the causes of
any limit violations, the measures taken to mitigate future violations and a
report of any disciplinary actions taken as a result of such violations.
Hedge Target Compliance
Provides an update on progress on executing latest hedge plan execution
timetable.
Portfolio Competitiveness
Provides a comparison of latest 12-month cost/MWH vs ERCOT spot markets (Day-
Ahead and Real-Time Market) and compares the market value of renewable
resources to their contract costs.
Credit Exposure
Identifies the credit limit for each counterparty, current level of exposure with the
counterparty, and remaining available credit. Also includes an update on current
ERCOT credit requirements and thresholds.
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4.3 Transaction Valuation
DME’s financial records will be maintained in full accordance with generally accepted accounting
principles (“GAAP”), Government Accounting Standards Board (GASB) and will be consistent with
FERC Uniform System of Accounts.
Front, Middle, and Back Office functions shall coordinate their efforts and maintain vigilance to
ensure that DME’s energy management transactions and risk exposures are accurately valued in
an unbiased manner. Transaction valuation and reporting of positions shall be based on
objective, market-observed prices or models.
Open positions (i.e., whether DME needs to buy or sell energy on a daily, hourly, monthly or
annual basis to balance customer loads against available resources) should be valued (“marked-
to-market”) daily, based on consistent valuation methods and data sources. Whenever possible,
these valuations shall be based on independent, publicly available market information and data
sources (e.g., Bloomberg, Reuters, NYMEX, ICE, broker quotes, etc.).
As noted in Section 2.2.2, the specification of position valuation methods is the responsibility of
the Middle Office and is subject to RMC review. The Middle Office is responsible for obtaining
and disseminating market pricing information (Section 2.2.2, item 2, page 13) in a timely and
consistent manner, along with maintaining and updating transaction data and information
sources used for trade evaluation (Section 2.2.2, item 1, page 13). The Middle Office is also
responsible for assuring that data used for energy risk management calculations represent
accurate and timely information available from reputable market or internal sources (Section
2.2.2, items 1 and 2, page 13).
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SECTION 5 OTHER RESPONSIBILITIES AND POLICIES
5.1 Organization-Wide Responsibilities
It is the policy of DME and the City of Denton that all personnel adhere to standards of integrity,
ethics, conflicts of interest, compliance with statutory law and regulations and other applicable
standards of personal conduct.
The willful misrepresentation or concealment of information regarding portfolio management
and/or risk management activities from senior management or any person responsible for the
accurate tracking and reporting of such activities shall result in disciplinary action up to and
including termination in accordance with DME and City of Denton policies and possible legal
action as allowed or required by law.
As an employee of the City of Denton, all DME personnel involved with its energy management
activity should not have an expectation of privacy in the conduct of their duties. At any time,
recorded phone calls and electronic transactions, emails, texts, etc. may be reviewed to ensure
appropriate conduct or to review transactional information.
5.2 Commercial Interests and Trading for Personal Accounts
All DME personnel who have any specific responsibilities delineated under this Policy or in the
EMO Procedures Manual, are prohibited from engaging in the activities listed below:
x Physical or financial trading of any commodities stipulated in this Policy or in supporting
departmental procedures for their own account
x Holding an undisclosed interest in any account or corporate entity (other than DME), which
is used to trade the commodities described above.
If there is any doubt as to whether a prohibited condition exists, then it is the employee’s
responsibility to disclose and discuss the possible prohibited condition with their supervisor. In
addition, any employee receiving taxable income from any person or business doing business
with DME must file a Conflicts Disclosure Statement in accordance with Chapter 176 of the Texas
Local Government Code. Failure to comply with these requirements may result in disciplinary
action up to and including immediate termination of employment, in accordance with DME and
City of Denton policies.
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5.3 Acknowledgment of Policy Requirements
All DME personnel connected with the energy risk management program must sign a statement
attesting that they have received, read, and understand this Policy document and the City of
Denton policies regarding employee conduct. A sample statement is provided in Appendix G.
5.4 Adoption of Energy Risk Management Policy
The Energy Risk Management Policy shall be formally reviewed, approved and adopted by
ordinance of the City Council annually in the second quarter of the City’s fiscal year.
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SECTION 6 CREDIT RISK POLICY
6.1 Introduction
The purpose of this credit risk policy is to establish a consistent process whereby the credit risk
of future financial loss due to counterparty physical or financial non-performance is significantly
diminished for energy purchases and/or sales. This objective will be accomplished by a pre-
contract qualification and renewal review process for all energy suppliers and/or purchasers in
combination with effective on-going monitoring systems and established limits. Any energy
transaction conducted by DME will comply with this Credit Risk Policy.
6.2 POLICY OVERVIEW
In general, all energy suppliers and/or purchasers will be subject to a financial review in
accordance with DME’s standards for determination of creditworthiness. Evaluation of a
counterparty’s financial health and its ability to deliver its product or to pay is crucial. Such
review procedures prior to contract execution are designed to protect DME from undue
exposure to losses that could arise from an insolvent counterparty not being able to pay for
energy that they have purchased or to cover replacement costs incurred for term contracts that
have positive economic value in relation to current market prices. A credit review cannot be
viewed as the only mechanism to prevent any and all losses, but it can help identify those
counterparties where performance has been a problem in the past or may present a problem in
the future. Established limits combined with proper monitoring systems will help enable DME
to effectively mitigate possible losses due to counterparty insolvency.
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Appendix A PORTFOLIO RISKS
As an electric utility, participation in physical and financial energy markets exposes DME and its
customer/owners to the risks of cost and pricing uncertainty, revenue and commodity market
volatility, and uncertainty in meeting budget targets and the Energy Cost Adjustment (ECA)
component of its retail rates. These risks may be broadly categorized into three risk categories:
market, credit, and operational. Each category of risk is described below. The categories are not
entirely separate: disruptions of planned operations, for instance, can expose a utility to the risk
of having to execute unforeseen transactions during adverse market conditions.
The following section provides descriptions of the energy-related risks the Policy is intended to
address.
A.1. MARKET RISK
DME manages energy purchases and sales with the goal of reducing the business risks associated
with its obligation to serve energy to its customer/owners. These risks include volume-related
and price-related risks.
A.1.1. Price Risk
Because of continual changes in the supply and demand for electricity, significant price
changes can occur over a short time frame, otherwise known as price volatility. High price
volatility means a high degree of uncertainty about the level of prices in the immediate
time frame and the future. DME’s price risk takes several forms, including: 1) exposure
to changes in spot prices which DME faces in purchasing electric energy from the ERCOT
market, 2) forward price risk of anticipated purchases or sales of power or fuel in the
future and 3) the cost of energy-related products and services such as congestion revenue
rights and ancillary services.
Price risk also includes the basis risk associated with potential differences in the price of
a commodity between geographic locations that is inherent in the ERCOT and physical
natural gas markets. For example, whenever DME must purchase power to satisfy native
load requirements or is exposed to natural gas price uncertainty at various physical
delivery points, DME is financially at risk due to the uncertainty in transmission or
transportation costs between various locations.
A.1.2. Volume Risk
Volume Risk refers to uncertainty in the quantity of a commodity or service demanded,
acquired, or supplied that has a potential economic impact. A primary volume risk for
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DME is the uncertainty associated with the amount of load DME will be required to serve.
Weather conditions affect customer energy usage, and weather changes make
forecasting of load and non-dispatchable resources a challenge, causing actual quantities
to deviate from forecasts. Forced or unexpected outages of generation resources also
impact DME’s volumetric risk. Generation levels from renewable energy resources are
based upon the weather conditions experienced at the location of the renewable
resources. EMO Operating Procedures 1-4 contain details about DME’s processes for
developing forecasts of expected volumes associated with its portfolio of load and
resources.
A.1.3. Liquidity Risk
DME transacts business in commodity markets that have inherent liquidity risk. Liquidity
risk for DME arises when its intended transaction quantities exceed the size of current
market bids (to buy) and offers (to sell). When DME desires to execute a transaction for
a volume/quantity in excess of current market bids or offers, potential counterparties
may be unwilling or unavailable to transact with DME. Transactions of nonstandard sizes
and types also present liquidity risks.
Liquidity risk should also be considered with regard to positions thought to be offsetting,
but that may become open in the event that a counterparty defaults on their transaction
responsibility (also referred to as “default risk”). It may be difficult to replace defaulted
transactions on short notice. If a position must be covered quickly, the price of the
necessary replacement transaction can be worse than if no urgency existed, especially if
the potential counterparties know about the urgent need, putting DME as a significant
disadvantage.
A.2. CREDIT RISK
DME is at risk if a customer, supplier or trading counterparty is unable or unwilling to fulfill its
present or future contractual obligations to deliver power or fuel, or to make a timely payment
of invoices or collateral.
A.2.1 Credit Risk
Credit Risk equals the potential replacement value of counterparty contractual
obligations to deliver or receive power or fuel, or to make a timely payment to settle a
financial contractual obligation. The potential financial impact from counterparty
defaults is significant. DME’s credit risk is addressed in a separate Credit Risk
Management Policy.
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A.2.2. Funding Risk
Funding risk is related to credit risk. This term refers to the risk that DME might have to
pay margin or post collateral to meet requirements to securitize its credit under credit
provisions of Power Purchase Agreements, wholesale energy market, or to meet margin
requirements for cleared contracts. In the event of significant funding risk associated with
the default of a counterparty or the inability of the DEC to produce energy resulting in
large replacement energy costs, the City of Denton’s reserves would be required to
provide cover costs.
A.3. OPERATIONAL RISK
The term operational risk is often used as a catch-all category intended to include all risks that
are not explicitly designated by other names, such as market risk, volume risk, liquidity risk, and
credit risk. Operational risks include problems of several types that can have adverse financial
consequences, and that relate to the operations of DME’s energy portfolio, identification and
control of risks, and processing and settlement of transactions. One such risk is Model Risk.
A.3.1. MODEL RISK
Model risk is a form of systems risk associated with unrecognized deficiencies of
information systems used to in value transactions. A model may incorporate assumptions
to derive unobservable pricing parameters from observable ones. There is a risk that a
particular model used to value a transaction may not properly capture the value and risks
of the transaction, and that its deficiencies may emerge only after the fact, following
unfavorable market movements.
A.3.2. DENTON ENERGY CENTER OUTAGE RISK
A forced or unexpected outage of the DEC when the output from the units are anticipated
to be used to hedge market price risk due to lower than expected renewable energy
generation is an operational risk. This risk is mitigated by a) preventative maintenance
programs designed to minimize forced outages b) not over-committing energy and
capacity from the DEC during times of likely high prices, and c) the purchase of out-of-
the-money call options.
A.4. REGULATORY RISK
Regulatory risk is the uncertainty to DME’s performance due to potential changes in laws or
regulatory mandates. Examples include, but are not limited to, the following.
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A.4.1 Carbon Cost
Unless explicitly borne by an energy supplier, DME is exposed to the potential risk of
carbon costs. Any applicable law, rule, regulation, ordinance, protocol, order, decree,
judgment or other similar legal mandate could cause DME to pay carbon costs associated
with the production, generation, sale, metering, measurement, transmission, storage or
delivery of electric energy.
A.4.2 Changes to ERCOT market design
The PUCT has directed ERCOT to study the impact of changes to its market design, which
could have a significant impact on the flow of dollars between suppliers and consumers
of power, possibly triggering the need to renegotiate long-term power contracts and
changing the valuation of existing generation assets.
A.4.3 Ongoing changes to ERCOT Protocols
The rules under which ERCOT operates are in a constant state of change. In fact, they
change so often that ERCOT’s governing board has a committee (Protocol Revisions
Subcommittee) that meets monthly to review and process proposed changes submitted
by ERCOT and its market participants. These changes usually impact how costs are
allocated within ERCOT among market sectors, consumers and suppliers of power, and
individual market participants like DME.
A.4.4 Regulatory Compliance
Market Participants in the ERCOT region are subject to both state and federal laws and
regulations.
Market Participants that own or operate facilities that are part of the Bulk Electric
System, as defined in federal law, are subject to oversight by the Federal Energy
Regulatory Commission (FERC), the North American Electric Reliability Corporation
(NERC), and Texas Reliability Entity, Inc. (Texas RE).
Additionally, all ERCOT Market Participants are subject to oversight by the Public Utility
Commission of Texas (PUCT). The PUCT administers the Public Utility Regulatory Act
(PURA), and adopts and enforces rules pursuant to the authority granted in PURA. The
PUCT also has oversight and enforcement authority over the ERCOT Protocols,
Operating Guides, and Other Binding Documents. The PUCT has contracts with an
Independent Market Monitor (16 T.A.C. §25.365) and a Reliability Monitor (16 T.A.C.
§25.503) to assist with oversight and enforcement activities.
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Appendix B RISK EXPOSURE AND TRANSACTION LIMITS
DME’s energy supply, trading and risk management-related activities shall be segregated among
a number of “risk books.” A risk book is a way of classifying and tracking positions and
transactions that have similar or directly related purposes so that value and risk can be measured
in sufficient detail to support both risk control and transaction strategy decisions. The
establishment and management of risk books enables the EMO to focus on the optimization of
individual risk consistent with the approved Hedge Plan.
B.1 Risk Books
Load Book
A Load Book captures all trades associated with procuring energy to serve city load,
including hedge transactions and ERCOT day-ahead and real-time market settlements.
Renewables Book
The Renewables Book captures the value of all transactions associated with long-term
renewable energy positions and hedging the cost of renewable PPAs and associated
ERCOT day-ahead and real-time market settlements
Optimization Book
After hedge is placed, if positive MtM is realized and market is in fundamental or technical
reversal, EMO will be authorized to “optimize” the original hedge. Such optimization
trades are subject to the limitations contained in this Risk Policy and shall be conditional
trades as specified in the Hedge Plan.
Congestion Book
The purpose of the Congestion Book is to track the purchase of CRRs and associated
financial instruments (see Section B.5.2 below), which are purchased in ERCOT auctions
or in the ERCOT Day Ahead Market and used to hedge against transmission congestion
risk.
DEC Book
The DEC Book includes hedge transactions associated with the Denton Energy Center and
associated ERCOT day-ahead and real time market settlements. Natural gas supply
transactions whether physical or financial will be housed in this risk book.
Cash Book
The Cash Book includes records all physical sale and purchases to ERCOT.
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B.2 Risk Exposure Limits
An essential control element in the management of market risk is the development and
adherence to an appropriate limit structure. A well-designed limit structure helps ensure DME
does not assume greater aggregate risk than intended and helps ensure that risk taking at the
transaction strategy level is appropriate at various levels of aggregation (e.g., by commodity,
delivery period, strategy, etc.).
The primary forms of limits listed below shall be applied to DME’s energy management activity:
Rates at Risk – Rates at Risk (“RaR”) is a form of Cash Flow at Risk (CFaR) measurement.
RaR limits will be set to limit the amount of uncertainty in future rates over the
immediately upcoming 12-36 month period. If uncertainty in future rate requirements is
higher than DME’s risk tolerance, DME will consider hedging or implementing other risk
management strategies to reduce the potential need for unforeseen rate increases
and/or deterioration of DME’s financial condition.
Value at Risk –Value at Risk (“VaR”) limits will be set to limit the potential loss in value of
the portfolio.
Notional/Volumetric –To augment RaR and VaR limits, notional limits and/or volumetric
limits will be established. Notional limits are specified based on transaction or strategy
dollar amount (i.e., contract or strategy volume x price). Volumetric limits are specified
based on volume (e.g., MW, MWH, MMBTU, etc.). This provides a concrete limit to
account for uncertainties in risk measurement and human judgment capabilities. Other
volumetric limits may be established in relation to specific risks not captured by RaR or VaR.
ERCOT – Implementation of the ERCOT Real Time Market (RTM) and Day Ahead Markets
(DAM) require daily attention to Available Credit Limits (ACL) and forward liability
calculations. The Back Office shall actively monitor and communicate any changes
affecting current credit positions.
Stop Loss –Stop loss limits are set, such that, if an individual position or strategy (or a
hedge transaction or strategy which has become ineffective, including optimization
trades) is performing adversely and approaches a predetermined level of losses, the
position or strategy must be liquidated or completely hedged to prevent further loss.
B.3 Portfolio Risk Exposure Limits
Because ERCOT is responsible for ensuring physical reliability of the grid, DME’s efforts focus
primarily on managing the rate impact of price volatility risk of its portfolio. For the purposes of
managing this risk, DME will assume an average consumer risk tolerance (CRT) equivalent to 1
cent per kWh of load over a rolling 12-month period. For the avoidance of doubt, under the
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current DME rate structure, the CRT applies to the total average cost per kWh on an annual
average basis for the residential class. A CRT in excess of 1 cent per kWh outside the 12-month
rolling average will be reported to the RMC as soon as it becomes known to DME.
Hedging is DME’s primary method for reducing market price volatility risk, either by locking in or
limiting the amount of variation of a future market price. The “downside” of hedging is that it
not only reduces the chances of incurring higher costs than expected, it also reduces the chances
of lower than expected energy costs, and correspondingly lower electric rates.
DME uses an “at Risk”2 methodology to estimate, at a 95% confidence level, the amount of an
electric rate increase that could occur due to changes in market conditions such as volumetric
risk associated with its renewable resources, ERCOT day-ahead and real time market price
volatility, gas price volatility, nodal price congestion, price correlations and credit risk.
If DME’s estimate of a rate increase, at a 95% confidence level, exceeds the CRT threshold by
25%, DME will meet and confer with the RMC within 2 weeks, and with the City Council and PUB
as noted in the table below within 30 days after meeting with the RMC, to discuss alternatives
for implementing additional hedging strategies to bring the level of possible price volatility back
inside the CRT threshold. No particular portfolio action is required, making this notification
requirement very different from a trading limit.
“At Risk” limits for the total portfolio are:
RMC Notification Council / PUB
Notification
Rolling 12 months (in aggregate) $15.0 million $19.0 million
B.4 Open Position Management
DME’s primary objective is to protect against risks inherent in its portfolio, such as exposure to
price volatility and from variability in supply and demand. DME plans to execute hedging
transactions relatively evenly over time, to diversify timing risk (similar to dollar cost averaging)
and does not speculate3 . Market transactions shall be executed as a result of strategies designed
2 The “at Risk” metric DME will use is based on a “Rates at Risk” (RaR) methodology, which refers to the statistical
dollar amount that can be lost on the net open position of a portfolio over a specific time horizon and with a given
confidence interval. DME’s RaR methodology accounts for the increasing potential distribution of prices as time
passes, as well as the expiration of the positions in the portfolio with the passage of time. The result is the estimation
of loss, at the specified confidence level, assuming that the portfolio remains constant over time until all positions
within it have expired.
3 The US Commodity Futures Trading Commission defines a speculator as “a trader who does not hedge, but who
trades with the objective of achieving profits through the successful anticipation of price movements” (CFTC
Glossary: A guide to the language of the futures industry).
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to maintain the net open position (the gap between expected demand and committed supply)
within tolerances which are consistent with current hedging strategies. The resultant net open
position shall be updated to reflect the new hedging transactions as soon as practical, but
generally no later than the next business day.
The hedge plan provides a guideline for hedging action of the DME’s loads, renewable resources
and the Denton Energy Center as a function of time for the next three years.
B.5 Transaction Limits
Another vital control element in the management of energy risk is the development and
adherence to transaction limits. Transaction limits ensure the energy portfolio management
function is prudent, deliberate, and controlled at various levels of position aggregation and
transaction duration. Transaction limits are established in consideration of overall portfolio
strategies, market conditions and risk tolerance levels and include the following principles:
DME personnel involved with its energy management activity are authorized to execute
any intra-day or day-ahead transaction which is necessary to mitigate market and
financial risk exposure to DME customer/owners.
Speculative transactions are those transactions not intended for hedging purposes and
are strictly prohibited. For the avoidance of doubt, Optimization Trades as described in
the Hedge Plan, are not classified as speculative transactions. All transactions shall either
reduce risks or be risk-neutral to DME customers.
No transaction may be executed for which DME does not have adequate systems or
analytical methods to track, record, value, or analyze the incremental cash flow and risk.
Any single transaction for a term greater than three years must be approved by the RMC
prior to execution.
Scheduling of loads and resources, along with corresponding bid or offer prices associated
with ERCOT Day Ahead Market (DAM), ERCOT Real Time Market (RTM) or ERCOT
Supplementary Ancillary Services (SASM) Market are not subject to this Risk Policy or to
the limits outlined below and do not require prior RMC approval.
All executed transactions must be recorded and captured in DME’s ETRM system of record.
Further, all transactions may be conducted on recorded phone lines, electronic trading platforms,
or other media that can be recorded and documented. Confirmations of transactions will be
compared with the ETRM transaction records by Middle Office, verified and executed by Middle
Office personnel. Confirmations for transactions with ERCOT are evidenced through the ERCOT
Settlement Summary statement.
The following tables outline the transaction authorization limits established for DME personnel
involved with its energy management activity when executing transactions. Those personnel are
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permitted to execute transactions less than or equal to their designated limits or under the
direction of someone having the required authority. Only the Approved Transaction Types listed
in Appendix D may be executed unless otherwise approved by the RMC.
2021 changes to the Power Transactions table (B.5.1) are required to enable the EMO to execute
the Hedge Plan. Increasing terms of transactions authorized beyond the three-year energy hedge
transaction window are need for the following reasons:
1. Liquidity of individual months that become available for hedging as the 1st month rolls off
and what was the 37th month forward becomes the 36th month. The market will not likely
trade the individual 36th month and EMO will need to transact as a calendar deal or a
quarterly deal, if market conditions warrant.
2. As the renewable portfolio is firmed up with additional solar resource that become
commercial/operational in January 2021, EMO will be exploring the potential of swapping
the actual physical output for a financial or physical fixed hourly shaped product for a
term that is greater than three years.
3. The Hedge Optimization book will require immediate execution of term transactions if a
stop is hit or a market reversal occurs. Such market condition must be reacted to
immediately as delays associated with waiting for Risk Committee, Asst. GM or GM
approval could cost rate-payers significant additional ECA charges and/or opportunity
costs.
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B.5.1 Bilateral or Financial Power Transaction Limits
Title Term Lead Time Transaction
Size (MW)
Cumulative Volume
Limits (MWh)
City Council No Limit No Limit No Max No limit
City Manager or RMC < 5 Year < 7 Years 300
10,000,000 per 5
Full Calendar Years
rolling average
DME General Manager < 4 Year < 5 Years 150
8,000,000 per 5 Full
Calendar Years
rolling average
Assistant General Manager -
Power Supply < 3 Years < 4 Years 100
16,000,000 per 3
Full Calendar Years
or 36-month rolling
average
Manager, EMO
Market Operations Manager
Energy Analytics Manager
< 12 Month
< 24 Months
100
24,000,000 per 36
month rolling
average
Market Operations Supervisor
Market Operations Lead
Senior Energy Market Analyst
< 3 Month
< 24 Month 50 6,000,000 per
month
Senior Market Operator
Market Operator
< 1 Month
< 2 Month 150 1,250,000 per week
Notes:
x Transaction Size Limits represent MW volume per hour.
x Lead time represents the time period from the date a trade is executed to the start of
delivery.
x Authorized products include electric power, including both physical and financial
derivatives4, as well as ancillary services. Financial derivatives may be over the counter
Electric Power Futures, Heat Rates and Options on Electric Power and CRRs or Exchange
Traded Products
4 As used here, a derivative is a contract that derives its value from the performance of an underlying asset or
index.
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x Authorization for approval of these transactions may be delegated. If transaction
authority is delegated downward, volumetric limit applies to approving authority.
B.5.2 Congestion Management Transaction Limits
Title Auction
Type
CRR Auction
Period
Approved
Instruments
Time
Period
Source/Sink
Combinations
DME General
Manager
Annual &
Monthly
Any month or
TOU offered by
ERCOT (5 years)
CRR Time of Use All ERCOT
Resource Nodes,
all ERCOT Hubs
and Load Zones
Assistant
General
Manager -
Power Supply
Annual &
Monthly
Any month or
TOU block
offered by
ERCOT (SEQ 6
or less)
CRR Time of Use Conventional
Resource Nodes,
Primary Hub and
Load Zone
Energy Analytics
Manager
Manager, EMO
Annual &
Monthly
Daily
Any month or
TOU block
offered by
ERCOT (SEQ 3
or less)
N/A
CRR
Point to Point
Obligations/Options
Time of Use
Hourly
Conventional
Resource Nodes,
Primary Hub and
Load Zone
Market
Operations
Manager
and
Senior Energy
Market Analysts
Monthly
Daily
Any month or
TOU block
offered by
ERCOT
(Monthly
Auction)
N/A
CRR
Point to Point
Obligations/Options
Time of Use
Hourly
Conventional
Resource Nodes,
Primary Hub and
Load Zone
Senior Market
Operators
Daily N/A Point to Point
Obligations/Options
Hourly Conventional
Resource Nodes,
Primary Hub and
Load Zone
Notes:
x Annual CRR auctions occur monthly for successive 6-month periods (called "sequences"
or SEQ) with progressively increasing amounts of transmission capacity available for
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purchase in each sequence. A copy of the current CRR Activity Calendar which shows key
dates associated with each Monthly and Annual CRR auction at
http://ercot.com/mktinfo/crr
x Monthly CRR auctions end about 2 weeks before the CRR effective start date
x Conventional Resource Nodes include Denton Energy Center, White Tail & Santa Rita
Wind Farms, Blue Bell Solar Farm and resource nodes or ERCOT Hubs associated with fully
executed PPAs
x Primary ERCOT Hub is “North Hub”
x Primary ERCOT Load Zone is “Load Zone North”
x The purchase of CRRs for each Source/Sink pair from all ERCOT auctions is limited to the
nameplate rating of the generator for City-owned resources or the contract capacity
rating for PPAs.
A Congestion Revenue Right (CRR) is a financial instrument that results in a charge or a payment
to the owner, when the ERCOT transmission grid is congested in the Day Ahead Market (DAM).
DME uses CRRs as a financial hedge to lock in the price of congestion at the purchase price of the
CRR. DME also hedges congestion in ERCOT’s Real-Time market by buying CRR-like instruments
called Point to Point (PTP) Obligations.
The main purposes of the ERCOT CRR market are to:
x Support a liquid energy market by providing tradable financial instruments for the
hedging of transmission congestion charges
x Allow market participants to eliminate or greatly reduce the cost uncertainties resulting
from transmission congestion charges
x Encourage competitive energy trading, where the costs of congestion might otherwise be
an impediment
DME’s primary objective for hedging congestion risk is to mitigate potentially adverse financial
consequences from uncertain price differences caused by transmission congestion between the
location where it consumes power (ERCOT LZ_North), the locations where it purchases power on
a forward basis (EROTT North Hub), and the ERCOT nodes associated with its resources (Denton
Energy Center, White Tail & Santa Rita Wind farms, Blue Bell solar farm and future renewable
resources).
DME is exposed to transmission congestion risk for all amounts of energy forecasted to be
consumed in the ERCOT North Load Zone, and energy that could potentially be produced at their
respective resource nodes. By default, ERCOT charges all DME load for energy, along with any
congestion, in the Real Time Market (“RT”). DME mitigates congestion risk with congestion
hedges using Congestion Revenue Rights (CRRs).
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Figure 1
Figure 2
DME hedges congestion risk between each resource and ERCOT’s North Hub location, and
between North Hub and North Load Zone, by participating in ERCOT’s annual and monthly
auctions, layering in CRR purchases for up to 3 years into the future. The North Hub is also used
as a delivery point for bilateral trades (for liquidity purposes)
Consistent with DME’s approach to hedging energy, DME seeks to acquire CRRs at steadily
increasing amounts roughly corresponding to Auction Capacity Percentages, to diversify timing
risk, similar to dollar cost averaging, and does not use event-driven trading to time the market,
trading in and out of positions. DME employs a tiered approach in ERCOT’s annual and monthly
auctions5.
5 In practice, this “buy as much as possible as early as possible” strategy means DME includes low bids for the full
amount of remaining CRRs needed in each auction to maximize the chances of capturing low clearing prices while
at the same time preventing credit collateral requirements from becoming unnecessarily high
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B.5.3 Physical or Financial Natural Gas Transaction Limits
Title Term Lead Time Transaction Size
(MMBTU)
City Council No Limit No Limit No Max
City Manager or RMC < 3 Years < 5 Years
246,000,000 per 36
month rolling
average
DME General Manager < 3 Years < 5 Years
200,000,000 per 36
month rolling
average
Assistant General Manager -
Power Supply < 3 Years < 5 Years
150,000,000 per 24
month rolling
average
Manager, EMO
Market Operations Manager
Energy Analytics Manager
< 12 Months < 36 Months
50,000,000 per 3
month rolling
average
Market Operations Supervisor
Senior Energy Market Analyst
< 3 Months < 24 Months 2,000,000 per month
Senior Energy Market Operator
Energy Market Operator
< 1 Month < 2 Months N/A
Notes:
x Natural Gas transactions limited to the following locations: Henry hub or locations within
Texas which are physically or financially correlated to DME energy costs
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x Authorized products include natural gas, including both physical and financial derivatives.
Financial derivatives may be over the counter Gas Futures and Options or Exchange
Traded Products
B.5.4 Renewable Energy Credit (“REC”) Transaction Limits
Per Transaction Limits (up to)
Title Vintage Volume $/REC
City Council No Limit No Limit No Max
City Manager < 5 Years 9,500,000 No Max
DME General Manager < 3 Year 5,750,000 No Max
Assistant General Manager - Power
Supply < 3 Years 5,750,000 No Max
Manager, EMO
Market Operations Manager
Energy Analytics Manager
< 2 Years 3,750,000 No Max
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Appendix C ORGANIZATIONAL STRUCTURE
Energy Management Organization Front Office
DME General Manager
Assistant General Manager, Power Supply
Market Operations Mgr
Market Operations Supervisor
&
Sr Energy Market Analyst
Sr Energy Market Operator
&
Sr Market Operations Specialist
Sr Energy Market Intelligence Analyst
&
Energy Market Intelligence Analyst
Energy Market Operator
Energy Analytics Manager
SR ERCOT Transmission Analyst
&
Sr Energy Market Analyst
Sr Energy Market Intelligence Analyst
&
Energy Market Intelligence Analyst
Sr Business Intelligence Analyst
&
Business Intelligence Analyst
Sr SCADA Analyst EMO
&
SCADA Analyst EMO
Business Data Scientist (DBA)
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Energy Management Organization Middle Office
Energy Management Organization Back Office
DME General Manager
Executive Manager, Risk & Compliance
Sr Risk Control Analyst
DME General Manager
Executive Manager, Energy
Services/Admin
Settlements & Rate
Administrator
Business Analysts
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Appendix D APPROVED TRANSACTION TYPES
Products allowed for energy management activities include the purchase and sale of electric
energy, ancillary services, ERCOT Congestion Revenue Rights/Point to Point Obligations,
Renewable Energy Credits, and natural gas. The City Council is responsible for authorizing all
products and commodity types.
All transactions must follow certain requirements as described throughout this Policy. Key
elements include:
x All transactions must be executed to by authorized transacting personnel
x All transactions must be with approved counterparties and/or commodity
exchanges
x All transactions must be with counterparties with adequate available credit or fully
collateralized
x All transactions must be committed over recorded phone lines or via recordable
electronic communications
x All transactions must be approved transaction types
x All transactions must be consistent with this Policy and the EMO Procedures
Manual
Failure to observe the above minimum requirements when executing energy transaction is a
violation of Policy and is subject to disciplinary action.
AURTHORIZED MARKETS
DME may only execute transactions to buy or sell energy-related products after some type of
enabling agreement has been signed with a counterparty or commodity exchange. In approving
DME’s Energy Risk Policy, the City Council has authorized the City Manager, or City Manager’s
designee, to sign such agreements.
Examples of markets where DME is currently authorized to transact include:
x Intercontinental Exchange (ICE)
o ERCOT Physical and Financial Power
o Natural Gas futures
x Bilateral markets with approved counterparties
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o Physical Natural Gas at locations within Texas and Oklahoma to support fuel
purchases for the Denton Energy Center and DME’s energy portfolio
o Physical and Financial Power
x ERCOT
o Day Ahead Market
o Real Time Market
o Ancillary Services Market
o Congestion Management Auctions and Markets
AUTHORIZED POWER TRANSACTIONS
Power transactions shall be limited to delivery or exposure to power within ERCOT.
1. Physical
a. Fixed-price & Index-price purchases and sales
b. Call & Put Options (e.g., fixed & indexed, hourly, Time of Use, daily monthly,
annually)
c. Ancillary services
2. Financial
a. Fixed-price & Index-price purchases and sales
b. Exchange traded, bilateral or OTC Call or Put options
6
c. Ancillary Services
d. ERCOT Congestion Revenue Rights (CRRs), Point to Point Obligations (PTPs) and
other similar congestion management transactions
AUTHORIZED NATURAL GAS TRANSACTIONS
Natural Gas transactions shall be limited to Henry Hub or a location within Texas or Oklahoma
to support commodity exposure for DME’s energy portfolio.
1. Physical Gas which may be needed to support operation of the Denton Energy Center
a. Fixed and index price Natural Gas commodity
b. Fixed and index price Natural Gas transportation
c. Fixed and index price Natural Gas storage
2. Financial
a. Exchange traded, bilateral or cleared futures and Exchange or OTC swaps
6 For example, fixed & indexed, hourly, Time of Use, daily monthly, annual options
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b. Exchange traded, bilateral or cleared and or OTC Call or Put options7
c. Index options
OTHER AUTHORIZED ENERGY-RELATED COMMODITY TRANSACTIONS
Physical Renewable Energy Credits (RECs) associated with energy that has already been
generated within the last 3 years.
7 Ibid.
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Appendix E FORWARD HEDGING STRATEGIES AND PLANS
Successful management of the price and volumetric risks faced by DME requires analysis,
monitoring, and communication. Analysis of published weather forecasts and market price
data serve as key inputs to models used for planning and ensures that the appropriate data is
converted into useful information. Consistent with market risk policies defined herein and the
risk limits defined in Appendix A, DME, in concert with the RMC, develops annual hedging
strategies with underlying hedging plans as a means to manage the volumetric and price risks
faced by the utility. A review of the status of current hedging plans will typically be a topic of
discussion at RMC meetings.
During the second quarter of the Fiscal Year, DME shall submit a confidential updated Hedging
Strategy to the RMC for managing the key components of its energy portfolio (load,
renewables, congestion risk and the DEC) for the upcoming three (3) full calendar years. Due
to the complexity of the wholesale energy markets and the energy regulatory environment,
the Hedging Strategy may require several iterations to the Hedging during each year due to
market conditions. The RMC shall provide an update of its current Hedging Strategy to the
PUB and Council as soon as practical after it has been approved. The Hedge Plan is a
confidential strategy document and, if requested, will be presented to the PUB and City Council
in closed session.
Each Hedging Plan will:
x Cover a clearly specified forward time period;
x Explain the justification for the hedge (a general description of the resource mix and
load that contribute to the open position for the specified time period, along with the
Open Position tolerances for the specified forward time period);
x Define a volumetric limit for hedge purchases and sales;
x Document transaction types expected to be used to carry out the Hedging Plan; and
x Proposed price triggers that will enable hedging activity within the Hedging Plan’s
limits.
DME may, at any time, request that the RMC consider changes to the current Hedging
Strategy or to an individual Hedging Plan. Any approved changes to the Hedging Strategy
or Hedging Plan shall be recorded in the RMC meeting minutes and an updated written
Hedging Strategy or Hedging Plan document will be prepared as soon as practical
incorporating such changes. All hedge strategy documents shall be confidential and not
subject to the open record requirements due to the proprietary and commercial sensitivity
of the plans. On occasion, it will become apparent to DME management that additional
transactions to reshape expected monthly forward positions are necessary given changes in
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generation forecasts, market conditions, and load forecasts. The DME General Manager
may direct EMO staff to enter into and execute such transactions to rebalance the forward
position. These transactions will be discussed in RMC meetings ahead of time if conditions
allow or reported after the fact and documented in the minutes of the next RMC meeting.
Changes to the Hedge Plan outside the annual review and approval of the Energy Risk Policy
does not require approval of the PUB and City Council. However, all transactions
undertaken will still comply with the authority limits contained in this Energy Risk Policy.
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Appendix F 2021- 2022 DME HEDGE PLAN
Hedge Plan Overview
The management of price and volume risk associated with the obligation to provide reliable,
economically priced wholesale electric energy to the customers of Denton Municipal Energy
(“DME”) is one of the main responsibilities of DME. This responsibility is both a short term and
long-term activity. Understanding the potential risks and their impacts along with executing
hedging transactions (trades) that reduce or eliminate price risk while providing stable and
predictable wholesale energy costs is the objective of the Hedge Plan.
The Hedge plan is a comprehensive analysis and a tactical plan for managing the risks associated
with the provision of energy and ancillary services required to meet the demands of the City of
Denton, its residents and its businesses. Because the Hedge Plan lays out the specific risks and
the plans to manage those risks into the future, it is a confidential document containing market
sensitive information and is protected pursuant to Texas Government Code Section 551.086.
The Hedge plan is however a component of the DME Risk Policy and this summary is included to
describe the purpose and methods that will be utilized by the EMO to remove risk from the
power supply portfolio.
The Hedge Plan does not provide a comprehensive description of the day-to-day activities of the
EMO, but rather provides a description of the risk reduction transactions that will be authorized
for the EMO to execute. The intra-day optimization of positions for the benefit of customers
and the required scheduling and interaction with ERCOT in its role as the transmission reliability
entity of Texas will continue to be the primary focus of the EMO.
The uncertainty of load and renewable energy generation in any temporal period coupled with
the changing price for power at each delivery point (generation and load) every five minutes and
the variability of natural gas price for the DEC make a single algorithm to determine hedge
actions impossible. Consequently, de-risking the supply and demand component of DME’s
positions must be accomplished by looking at each position independently. Maximizing value
and minimizing price risk to customers for each position is manageable and quantifiable and as
such the Hedge Plan will be executed on a position by position basis. The main positions include:
Load; Renewable Energy Generation and associated basis or congestion positions; and the
Denton Energy Center Position.
This Hedge Plan sets forth the types of risk reducing transactions that are recommended, the
detailed execution strategies and the optimization strategies that will be employed by DME
through the EMO department. All recommendations are based upon the risk positions that DME
owns and their relative risk is the current forward markets. Forward markets change daily and
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on an intraday basis and the Hedge Plan is intended to permit sufficient flexibility to the EMO
personnel, consistent with the Risk Management Policy, to react to these market changes.
However, the Hedge Plan sets specific targeted volumes for hedging each position by certain
dates and with an objective for each set of trades entered into to reduce risk. The DME middle
office will monitor compliance with the mandated activities in the Hedge Plan and will report on
the compliance status on a daily basis to the front office and DME management. Any violations
of limits or requirements in the Hedge plan and Risk Policy will be reported to the Risk
Committee along with any recommended mitigation and disciplinary action if required.
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Appendix G NEW PRODUCT/MARKET INSTRUMENT
APPROVAL CHECKLIST
Checklist Items
Primary
Accountability
Benefits
Identify and describe the benefits of using the new product Front Office
Risk
Understand and document the payoff profile of the new product Front Office
Identify and analyze credit risk of new product Middle Office
Develop methodology for measuring credit risk of new product (mark-to-
market, potential exposure, stress exposure.
Middle Office
Identify prospective counterparties for new product/instrument and
determine credit suitability.
Front Office &
Middle Office
Approve new product valuation methodology. Middle Office
Determine if staff, systems, and management skill sets are sufficient for
valuing and transacting new product.
Middle Office
Determine physical disposal or financial settlement requirements. Front Office & Back
Office
Determine stress test requirements for new product. Middle Office
Define how stress testing must be performed (frequency, scope,
independent source).
Middle Office
Financial
Define the capital requirements (exchange margin or collateral) of the
new product.
Front Office &
Middle Office
Determine contract documentation required. Front Office &
Middle Office
Accounting, Tax, and Regulations
Identify applicable U.S. and local regulatory restrictions for new product. Back Office/City
Finance
Determine regulatory compliance requirements, if any, for new product. Middle Office &
Back Office/City
Finance
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Review accounting policies and approve proposed treatment. Back Office/City
Finance
Determine audit requirements. Back Office/City
Finance
Consider tax consequences of new product. Back Office/City
Finance
Policy
Verify counterparty authority to enter into contract for new product. Middle Office
Develop and implement monitoring and review procedures to ensure
Policy compliance.
Middle Office
Define procedures and responsibilities for independent verification of
positions and market valuation inputs (prices, and volatilities if
applicable).
Middle Office
Determine impact on position/risk limits/hedge targets Middle Office
Determine and define procedures for confirmation and reconciliation of
new product.
Middle Office
Verify that all groups involved in new product transaction procedures can
handle anticipated transaction volume.
Middle Office
Determine and define management reporting requirements. Middle Office
Exhibit 'A'
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Appendix H ENERGY RISK MANAGEMENT POLICY
ACKNOWLEDGEMENT FORM
The purpose of this form is to confirm that City of Denton employees involved with the
Energy Portfolio Management program have received, read, and understand DME’s
Energy Risk Management Policy.
Employee Name: _______________________________
Title: _______________________________
Department: _______________________________
Supervisor: _______________________________
My signature below confirms that I have received, read and understand DME’s Energy
Risk Management Policy and appendices, and the City of Denton policies regarding
employee conduct. I understand that my violation of the Risk Policy may result in
disciplinary action that may include termination of my employment with the City of
Denton.
_______________________________
Signature of Employee
_______________________________
Date
Exhibit 'A'
358
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-953,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 public works contract with Mountain Cascade of Texas,LLC,
for the construction of the Hickory Creek Interceptor,Phase I and II Project;providing for the expenditure of
funds therefor;and providing an effective date (IFB 7252 -awarded to Mountain Cascade of Texas,LLC,in the
not-to-exceed amount of $7,534,784.25).
City of Denton Printed on 5/21/2021Page 1 of 1
powered by Legistar™359
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: May 25, 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 public works contract with Mountain Cascade
of Texas, LLC, for the construction of the Hickory Creek Interceptor, Phase I and II Project; providing for
the expenditure of funds therefor; and providing an effective date (IFB 7252 – awarded to Mountain
Cascade of Texas, LLC, in the not-to-exceed amount of $7,534,784.25).
INFORMATION/BACKGROUND
The Hickory Creek Interceptor Phase I and II Project is a wastewater project that, once completed, will
increase the carrying capacity of the primary interceptor for the Hickory Creek Basin. The existing
interceptor was installed in the 1980s and does not have adequate capacity to accommodate future growth
projected to occur in the Hickory Creek Basin. Once constructed, the new wastewater interceptor line will
be approximately 13,000 linear feet and will range in size from 36” to 54.” The City Council authorized the
original Professional Services Agreement with Freese and Nichols, Inc. for the design of Hickory Creek
Interceptor Phases I and II on June 13, 2016.
As part of the Hickory Creek Interceptor Phases I and II project design process, an archeological survey
was conducted at the project site in October 2020. Details about the archeological findings were shared
through Informal Staff Report 2021-013, which was distributed with the March 5, 2021, Friday Report.
The first amendment to the Professional Services Agreement with Freese and Nichols, Inc. was approved
by Council on March 23, 2011, to provide additional design, environmental, and archeological services
associated with the archeological findings. Updated project plans were needed to reflect the new
archeological and environmental boundaries, and an extended design schedule has been necessary to
conduct testing with the Texas Historical Commission. In addition to finalizing the Hickory Creek
Interceptor Phases I and II project design, the first amendment included an archeological report to send to
the Texas Historical Commission to ensure full compliance with the National Historic Preservation Act and
the Antiquities Code of Texas. The remaining efforts associated with the archeological findings have been
ongoing. The contract has established limits that will not be available to work until cleared by the Texas
Historical Commission.
The engineer’s opinion of probable construction cost (OPCC) for the Base Bid was $9,449,984. All of the
bid prices fell within the engineer’s OPCC range.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
360
The total project cost of $7,534,784.25 for Hickory Creek Interceptor, Phase I and II Project construction
consists of $7,175,985.00 total base bid for Alternate 1; and a $358,799.25 contingency. A five (5) percent
contingency allowance, if any, is for the sole use of the City and will be subject to written authorization by
the City’s Project Manager.
Invitation for Bids was sent to 827 prospective suppliers, including 58 Denton firms, of this item. In
addition, specifications were placed on the Materials Management website for prospective suppliers to
download and advertised in the local newspaper. Eight (8) bids, with six (6) being responsive, were
received. The lowest bid was submitted by Mountain Cascade of Texas, LLC.
NIGP Code Used for Solicitation: 912 – Construction Services, General;
913 – Construction Services, Heavy;
968 – Public Works and Related Services
Notifications sent for Solicitation sent in IonWave: 827
Number of Suppliers that viewed Solicitation in IonWave: 60
HUB-Historically Underutilized Business Invitations sent out: 70
SBE-Small Business Enterprise Invitations sent out: 305
Responses from Solicitation: 8
Responsive Bids: 6
PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On June 13, 2016, City Council approved the professional services agreement with Freese and Nichols, Inc.
for the design of the Hickory Creek Interceptor Phases I and II Project in the not-to-exceed amount of
$654,135.00 (Ordinance 2016-181).
On March 23, 2021, City Council approved Amendment No. 1, to provide additional design, archeological
and environmental services for the Hickory Creek Interceptor Phases I and II Project, in the not-to-exceed
amount of $310,420.00 (Ordinance 21-490).
On May 24, 2021, this item will be presented to the Public Utilities Board (PUB) for consideration.
RECOMMENDATION
Award a public works contract with Mountain Cascade of Texas, LLC, for the construction of the Hickory
Creek Interceptor, Phase I and II Project, in a not-to-exceed amount of $7,534,784.25.
PRINCIPAL PLACE OF BUSINESS
Mountain Cascade of Texas, LLC
Alvarado, TX
ESTIMATED SCHEDULE OF PROJECT
This project will be started upon approval with a completion date within 365 calendar days.
FISCAL INFORMATION
This project will be funded from Wastewater Certificate of Obligation Funds.
361
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Bid Tabulation
Exhibit 3: ISR 2021-013
Exhibit 4: LLC Members
Exhibit 5: Presentation
Exhibit 6: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Tracy L. Beck, 940-349-8925.
Legal point of contact: Marcella Lunn at 940-349-8333.
362
Respondent's Business Name:
Mountain Cascade
of Texas
Blue Star
Utilities
Western Municipal
Construction of
Texas, LLC
Wilson
Contractor
Services, LLC
Thalle
Construction
Company
S.J. Louis
Construction of
Texas, Ltd.
Principal Place of Business (City and State):Alvarado, TX Venus, TX Hickory Creek, TX Denton, TX Alvarado, TX Mansfield, TX
Total Base Bid + Alternate 1 ("A") Amount $7,175,985.00 $7,392,908.00 $7,912,030.00 $7,774,467.00 $8,189,882.00 $8,273,398.50
Total Base Bid + Alternate 2 ("B") Amount $6,964,855.00 $7,279,935.00 $7,482,376.00 $7,855,540.28 $8,059,340.00 $8,062,525.50
Alternate 1 ("A") Contingency - 5%:$358,799.25
Total Contract Amount:$7,534,784.25
Exhibit 2
IFB 7252 - Bid Tabulation for Hickory Creek Interceptor I & II
363
Date: March 5, 2021 Report No. 2021-013
INFORMAL STAFF REPORT
TO MAYOR AND CITY COUNCIL
SUBJECT:
Provide details on the archeological findings at the Hickory Creek Interceptor project site.
EXECUTIVE SUMMARY:
During the March 2, 2021 Capital Projects Update work session, Mayor Pro Tem Davis requested
information on details associated with the archeological findings at the project site for the Hickory
Creek Interceptor Project.
BACKGROUND:
As part of the Hickory Creek Interceptor project design, an archeological survey was conducted
in October 2020 covering 2.46 miles of the proposed wastewater interceptor easement along
Hickory Creek.
The survey consisted of visual inspection and backhoe trenching of 24 trenches spaced
approximately 476 feet apart and approx. 6.5-8.5 feet deep. Two archeological sites were
recorded, one formerly known near Bonnie Brae but the area has expanded with this survey. The
second is a newly found site near US 377. Both sites had similar characteristics. Specifically,
they are deeply buried under
more than a meter of
alluvium (clay or silt left by
flowing water) and both sites
exhibit burned sandstone rock
concentrations and mussel
shell debris in a thick cultural
sediment zone marked by
calcium carbonate filaments.
Both sites are of unknown
eligibility as State Antiquities
Landmarks until further
testing is completed.
To-date, one artifact has been
collected, a Kent-like dart
point (arrowhead). All
remaining material at the sites
has been field recorded
instead of collected.
41DTN580
41DTN624
Site locations are depicted above
364
Date: March 5, 2021 Report No. 2021-013
Conclusion/Next Steps:
An archeological survey found that the two sites contain indigenous pre-contact period features.
As avoidance of the sites is not feasible for completion of the Hickory Creek Interceptor Project,
formal eligibility testing for them has been recommended by the Texas Historical Commission
(THC), the state board which oversees review and compliance for Section 106 of the National
Historic Preservation Act (NRHP) and the Antiquities Code of Texas (ACT). Staff is currently
working with a consultant to ensure necessary site protections and archeological discovery can
occur while also proceeding with the selection of a contractor to construct the first two phases of
the Hickory Creek Interceptor project.
NORTHERN SITE SUMMARY
A) Late Archaic/Woodland Period dart point
on the surface of the exposed detention pond bank.
A
B
C
365
Date: March 5, 2021 Report No. 2021-013
B) Mussel shell fragments and burned
sandstone from Trench 2
C) Burned sandstone feature in floor of Trench 3
at a depth of 8.75 feet below surface.
366
Date: March 5, 2021 Report No. 2021-013
SOUTHERN SITE SUMMARY
Four (4) trenches were tested positive (Trenches 12, 13, 14, 15). The main concentration of
material at Site 41DN624 is located on the north site of the BNSF Railroad and US 377.
Although the limits of the site are drawn to extend around Trench 15 on the south side of the
roadway, investigators noted just two tabular burned sandstone rocks and just three mussel shell
fragments in trench walls.
D) Burned sandstone cluster Trench 12,
buried 4.25 feet below surface.
(14)
D (12)
E (13)
(15)
367
Date: March 5, 2021 Report No. 2021-013
STAFF CONTACTS:
Rachel Wood
Deputy Director of Capital Projects
(940) 349-7718
Rachel.Wood@cityofdenton.com
Tracy Beck
Construction Project Manager
(940) 349-8925
Tracy.Beck@cityofdenton.com
REQUESTOR: Mayor Pro Tem Davis
STAFF TIME TO COMPLETE REPORT:
One hour
368
369
Hickory Creek
Interceptor Phases 1&2
Construction Contract Award
ID 21-953
City Council 5/25/21
Project Manager: Tracy L. Beck, P.E.
370
PROJECT SCOPE & PURPOSE
•Scope:
Replacement of approximately 13,000
linear feet (2.46 miles) of a variety sizes
of sewer main from 30, 36, 42, 48 and
54-inch along Hickory Creek between
Fort Worth Drive (US 377) and I-35W.
•Purpose:
Increase the carrying capacity. The
existing interceptor was installed in the
1980s and needs expanded capacity to
accommodate future growth projected
to occur in the Hickory Creek Basin.
ID21-953 205/25/21 City Council 371
SCHEDULE
✓Advertise 03/14/21
✓Design Amend#1 (PUB & Council) 03/22 & 03/23/21
✓Pre-Bid Meeting 03/31/21
✓Solicitation Closed, Bids Open 04/13/21
❑Construction Award (PUB & Council) 05/24 & 05/25/21
❑Complete Construction (12 mo.) Summer 2022*
*Construction Completion may change pending Archeological Findings
ID21-953 3
Archeological Site
41DTN580
Archeological Site
41DTN624
05/25/21 City Council 372
BID RESPONSE SUMMARY
IFB*
Ranking Company City Response Total
(Base Bid)
1 Mountain Cascade of Texas Alvarado $7,175,985.00
2 Blue Star Utilities Venus $7,392,908.00
3 Western Municipal Construction of Texas, LLC.Hickory Creek $7,912,030.00
4 Wilson Contractor Services, LLC Denton $7,774,467.00
5 Thalle Construction Company Alvarado $8,189,882.00
6 S.J. Louis Construction of Texas, Ltd.Mansfield $8,273,398.50
OPCC Engineer Opinion of Probable Cost Freese and
Nichols $9,449,984.00
05/25/21 City Council ID21-953 4
* IFB (Invitation for Bid) solicitation methodology was used to select lowest responsible bid (aka “Low Bid”)
373
STAFF RECOMMENDATION
•Adoption of an ordinance awarding the construction contract for the Hickory Creek
Interceptor Phase I & II Project to Mountain Cascade Construction of Texas.
ID21-953 5
✓Project funding is currently available
✓Project funding source: Wastewater Project CO Funds
05/25/21 City Council
Contract Amount $ 7,175,985.00
5% Contingency $ 358,799.25
Total Not-to-Exceed Amount $ 7,534,784.25
374
Questions?
ID21-953 605/25/21 City Council 375
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 PUBLIC WORKS CONTRACT WITH MOUNTAIN CASCADE OF TEXAS,
LLC, FOR THE CONSTRUCTION OF THE HICKORY CREEK INTERCEPTOR, PHASE I
AND II PROJECT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE (IFB 7252 – AWARDED TO MOUNTAIN CASCADE
OF TEXAS, LLC, IN THE NOT-TO-EXCEED AMOUNT OF $7,534,784.25).
WHEREAS, the City 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 and City ordinances; and
WHEREAS, the City Manager, or a designated employee, has reviewed and
recommended that the herein described bids are the lowest responsible bids for the materials,
equipment, supplies, or services as shown in the “Bid Proposals” submitted therefore; 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 following competitive bids for the materials, equipment, supplies, or
services, as described in the “Bid Invitations”, “Bid Proposals” or plans and specifications on file
in the Office of the City’s Purchasing Agent filed according to the bid number assigned hereto,
are hereby accepted and approved as being the lowest responsible bids:
BID
NUMBER VENDOR AMOUNT
7252 Mountain Cascade of Texas, LLC $7,534,784.25
SECTION 2. That the acceptance and approval of the above competitive bids shall not
constitute a contract between the City and the person submitting the bid 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 Bid Invitations,
Bid Proposals, and related documents.
SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal
written agreement as a result of the acceptance, approval, and awarding of the bids, the City
Manager, or his designated representative, is hereby authorized to execute a written contract,
which shall be attached hereto, in accordance with the terms, conditions, specifications,
standards, quantities and specified sums contained in the Bid Proposal and related documents
and to extend that contract as determined to be advantageous to the City of Denton.
376
SECTION 4. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or his designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance
with the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by __________________________ and
seconded by _________________________________. The ordinance was passed and approved by
the following vote [___ - ___]:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: ______ ______ ______ ______
Vicki Byrd, District 1: ______ ______ ______ ______
Brian Beck, District 2: ______ ______ ______ ______
Jesse Davis, District 3: ______ ______ ______ ______
Alison Maguire, 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
377
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
378
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 087DA53D-2052-4386-B4E4-F75AC92315F6
IFB 7252
Hickory Creek Interceptor I and II
Cori Power
Not Applicable
379
00 52 43 - 1
Agreement
Page 1 of 6
CITY OF DENTON IFB 7252
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
SECTION 00 52 43 1
AGREEMENT 2
THIS AGREEMENT, authorized on ______________is made by and between the City of Denton, 3
a Texas home rule municipality, acting by and through its duly authorized City Manager, (“City”), 4
and Mountain Cascade of Texas, LLC., authorized to do business in Texas, acting by and through 5
its duly authorized representative, (“Contractor”). 6
City and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: 7
Article 1. WORK 8
Contractor shall complete all Work as specified or indicated in the Contract Documents for the 9
Project identified herein. 10
Article 2. PROJECT 11
The project for which the Work under the Contract Documents may be the whole or only a part is 12
generally described as follows: 13
Hickory Creek Interceptor Phase I & II 14
Contract No: 7252 15
Article 3. CONTRACT PRICE 16
City agrees to pay Contractor for performance of the Work in accordance with the Contract 17
Documents an amount, in current funds, of Seven Million, One Hundred Seventy-Five Thousand, 18
Nine Hundred Eighty-Five Dollars and 00/100 Cents ($7,175,985.00). At the sole option of the 19
City, five (5) percent contingency in the amount of Three Hundred Fifty-Eight thousand, Seven 20
Hundred Ninety-Nine Dollars and 25/100 cents ($358,799.25) may be used for a total not-to-21
exceed amount of Seven Million, Five Hundred Thirty-Four Thousand, Seven Hundred Eighty-22
Four Dollars and 25/100 cents ($7,534,784.25). 23
24
Article 4. CONTRACT TIME 25
4.1 Final Acceptance. 26
The Work will be complete for Final Acceptance within 365 days after the date when the 27
Contract Time commences to run, as provided in Paragraph 2.03 of the General Conditions, 28
plus any extension thereof allowed in accordance with Article 12 of the General Conditions. 29
4.2 Liquidated Damages 30
Contractor recognizes that time is of the essence for completion of Milestones, if any, and 31
to achieve Final Acceptance of the Work and City will suffer financial loss if the Work is 32
not completed within the time(s) specified in Paragraph 4.1 above. The Contractor also 33
recognizes the delays, expense and difficulties involved in proving in a legal proceeding, 34
the actual loss suffered by the City if the Work is not completed on time. Accordingly, 35
instead of requiring any such proof, Contractor agrees that as liquidated damages for delay 36
(but not as a penalty), Contractor shall pay City two thousand five hundred Dollars 37
($2,500.00) for each day that expires after the time specified in Paragraph 4.1 for Final 38
Acceptance until the City issues the Final Letter of Acceptance. 39
DocuSign Envelope ID: 087DA53D-2052-4386-B4E4-F75AC92315F6
380
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Agreement
Page 2 of 6
CITY OF DENTON IFB 7252
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
Article 5. CONTRACT DOCUMENTS 1
5.1 CONTENTS: 2
A. The Contract Documents which comprise the entire agreement between City and 3
Contractor concerning the Work consist of the following: 4
1. This Agreement 5
2. Attachments to this Agreement: 6
a. Bid Form 7
1) Proposal Form 8
2) Vendor Compliance to State Law Non-Resident Bidder 9
b. Current Prevailing Wage Rate Table 10
c. Worker’s Compensation Affidavit 11
d. General Conditions. 12
e. Supplementary Conditions. 13
3. The following located in File 7252 at: 14
15
https://lfpubweb.cityofdenton.com/MaterialsManagement/Browse.aspx?startid=1916
&row=1&dbid=0: 17
18
a. Specifications described in the Table of Contents of the Project’s Contract 19
Documents. 20
b. North Central Texas Council of Governments Standard Specifications for Public 21
Works Construction – Fourth Edition, Divisions 200-800, and as amended by 22
City, and described in the Table of Contents of the Project’s Contract Documents. 23
c. Drawings. 24
d. Addenda. 25
e. Documentation submitted by Contractor prior to Notice of Award. 26
4. The following which shall be issued after the Effective Date and delivered to the City 27
within ten (10) days of the Effective Date and before beginning Work: 28
a. Payment Bond 29
b. Performance Bond 30
c. Maintenance Bond 31
d. Power of Attorney for the Bonds 32
e. Form 1295 – Certificate of Interested Parties (email to purchasing) 33
f. Insurance Certificate 34
5. The following which may be delivered or issued after the Effective Date and, if 35
issued, become an incorporated part of the Contract Documents: 36
a. Notice to Proceed. 37
b. Field Orders. 38
c. Change Orders. 39
d. Letter of Final Acceptance. 40
41
42
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381
00 52 43 - 3
Agreement
Page 3 of 6
CITY OF DENTON IFB 7252
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
Article 6. INDEMNIFICATION 1
6.1 Contractor covenants and agrees to indemnify, hold harmless and defend, at its own 2
expense, the city, its officers, servants and employees, from and against any and all 3
claims arising out of, or alleged to arise out of, the work and services to be performed 4
by the contractor, its officers, agents, employees, subcontractors, licensees or invitees 5
under this contract. This indemnification provision is specifically intended to operate 6
and be effective even if it is alleged or proven that all or some of the damages being 7
sought were caused, in whole or in part, by any act, omission or negligence of the city. 8
This indemnity provision is intended to include, without limitation, indemnity for any 9
and all costs, expenses and legal fees incurred by the city in defending against such 10
claims and causes of actions. 11
12
6.2 Contractor covenants and agrees to indemnify and hold harmless, at its own expense, 13
the city, its officers, servants and employees, from and against any and all loss of, 14
damage to, or destruction of, property of the city, arising out of, or alleged to arise out 15
of, the work and services to be performed by the contractor, its officers, agents, 16
employees, subcontractors, licensees or invitees under this contract. This 17
indemnification provision is specifically intended to operate and be effective even if it is 18
alleged or proven that all or some of the damages being sought were caused, in whole or 19
in part, by any act, omission or negligence of the city. 20
21
Article 7. MISCELLANEOUS 22
7.1 Terms. 23
Terms used in this Agreement which are defined in Article 1 of the General Conditions will 24
have the meanings indicated in the General Conditions. 25
7.2 Assignment of Contract. 26
This Agreement, including all of the Contract Documents may not be assigned by the 27
Contractor without the advanced express written consent of the City. 28
7.3 Successors and Assigns. 29
City and Contractor each binds itself, its partners, successors, assigns and legal 30
representatives to the other party hereto, in respect to all covenants, agreements and 31
obligations contained in the Contract Documents. 32
7.4 Severability. 33
Any provision or part of the Contract Documents held to be unconstitutional, void or 34
unenforceable by a court of competent jurisdiction shall be deemed stricken, and all 35
remaining provisions shall continue to be valid and binding upon City and Contractor. 36
7.5 Governing Law and Venue. 37
This Agreement, including all of the Contract Documents is performable in the State of 38
Texas. Venue shall be Denton County, Texas, or the United States District Court for the 39
Eastern District of Texas, Sherman Division. 40
7.6 Authority to Sign. 41
Contractor shall attach evidence of authority to sign Agreement if signed by someone other 42
than the duly authorized signatory of the Contractor. 43
DocuSign Envelope ID: 087DA53D-2052-4386-B4E4-F75AC92315F6
382
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Agreement
Page 4 of 6
CITY OF DENTON IFB 7252
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
1
7.7 Prohibition On Contracts With Companies Boycotting Israel. 2
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government 3
Code, the City is prohibited from entering into a contract with a company for goods or 4
services unless the contract contains a written verification from the company that it: (1) 5
does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 6
The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms 7
in Section 808.001 of the Texas Government Code. By signing this contract, Contractor 8
certifies that Contractor’s signature provides written verification to the City that 9
Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of 10
the contract. 11
12
7.8 Immigration Nationality Act. 13
Contractor shall verify the identity and employment eligibility of its employees who perform 14
work under this Agreement, including completing the Employment Eligibility Verification 15
Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms 16
and supporting eligibility documentation for each employee who performs work under this 17
Agreement. Contractor shall adhere to all Federal and State laws as well as establish 18
appropriate procedures and controls so that no services will be performed by any Contractor 19
employee who is not legally eligible to perform such services. CONTRACTOR SHALL 20
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, 21
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY 22
CONTRACTOR, CONTRACTOR’S EMPLOYEES, SUBCONTRACTORS, 23
AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right 24
to immediately terminate this Agreement for violations of this provision by Contractor. 25
26
7.9 No Third-Party Beneficiaries. 27
This Agreement gives no rights or benefits to anyone other than the City and the Contractor 28
and there are no third-party beneficiaries. 29
30
31
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Agreement
Page 5 of 6
CITY OF DENTON IFB 7252
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
7.10 No Cause of Action Against Engineer. 1
Contractor, its subcontractors and equipment and materials suppliers on the Project or their 2
sureties, shall maintain no direct action against the Engineer, its officers, employees, and 3
subcontractors, for any claim arising out of, in connection with, or resulting from the engineering 4
services performed. Only the City will be the beneficiary of any undertaking by the Engineer. 5
The presence or duties of the Engineer's personnel at a construction site, whether as on-site 6
representatives or otherwise, do not make the Engineer or its personnel in any way 7
responsible for those duties that belong to the City and/or the City's Contractors or other 8
entities, and do not relieve the Contractors or any other entity of their obligations, duties, and 9
responsibilities, including, but not limited to, all construction methods, means, techniques, 10
sequences, and procedures necessary for coordinating and completing all portions of the 11
construction work in accordance with the Contract Documents and any health or safety 12
precautions required by such construction work. The Engineer and its personnel have no 13
authority to exercise any control over any construction contractor or other entity or their 14
employees in connection with their work or any health or safety precautions. 15
16
SIGNATURE PAGE TO FOLLOW 17
18
DocuSign Envelope ID: 087DA53D-2052-4386-B4E4-F75AC92315F6
384
00 52 43 - 6
Agreement
Page 6 of 6
CITY OF DENTON IFB 7252
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
IN WITNESS WHEREOF, City and Contractor have each executed this Agreement to be effective 1
as of the date subscribed by the City’s City Manager, or their designee (“Effective Date”). 2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
ATTEST: 37
ROSA RIOS, CITY SECRETARY 38
39
40
_______________________________________ 41
42
43
APPROVED AS TO LEGAL FORM: 44
AARON LEAL, CITY ATTORNEY 45
46
_______________________________________ 47
CITY OF DENTON
BY: ___________________________________
INTERIM CITY MANAGER
CONTRACTOR
MOUNTAIN CASCADE OF TEXAS
BY: ___________________________________
AUTHORIZED AGENT
_______________________________________
NAME
_______________________________________
TITLE
_______________________________________
PHONE NUMBER
_______________________________________
EMAIL ADDRESS
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: 087DA53D-2052-4386-B4E4-F75AC92315F6
Andrew McCulloch
Vice-President
925-525-2920
AMcCulloch@mountaincascade.com
Rebecca Diviney
Director of Capital Projects/City Engineer
Capital Projects - Engineering
385
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From:Mountain Cascade of Texas, LLC
11729 E. FM 917
Alvarado, TX 76009
Hickory Creek Interceptor Phase I & II
7252
DTN16385
Item
No.
Spec. Section
No.Description of work UOM BID QTY Unit Price Extended Price
1 103.3 Mobilization and Demobilization LS 1 200,000.00$ $200,000.00
2 201 Storm Water Pollution Prevention Plan LS 1 10,000.00$ $10,000.00
3 107.2 Project Signs EA 2 500.00$ $1,000.00
4 808 Traffic Control Plan and Barricades, Warnings & Signs LS 1 15,000.00$ $15,000.00
5 01 35 13 Railroad Coordination LS 1 60,000.00$ $60,000.00
Subtotal:$286,000.00
6 31 10 00 General Site Preparation LS 1 $25,000.00 $25,000.00
7 33 05 23.33 Jack, Bore, or Tunnel (Steel Casing)(72")LF 399 $1,500.00 $598,500.00
8 33 05 23.33 Jack, Bore, or Tunnel (Steel Casing)(60")LF 356 $1,375.00 $489,500.00
9 33 05 23.33 Jack, Bore, or Tunnel (Steel Casing)(54")LF 164 $1,230.00 $201,720.00
10 33 05 23.33 Open Cut (Steel Casing)(54")LF 350 $760.00 $266,000.00
11 32 23 23.34 Flowable Fill CY 82 $140.00 $11,480.00
12 33 01 50 6' Diam. Concrete Manhole (0'-6')EA 23 $16,000.00 $368,000.00
13 33 01 50 6' Diam. Concrete Drop Manhole (0'-6')EA 4 $23,000.00 $92,000.00
14 33 01 50 Additional Concrete 6' Manhole Depth (Over Initial 6')VF 285 $250.00 $71,250.00
15 33 01 50 8' Diam. Concrete Manhole (0'-6')EA 2 $25,000.00 $50,000.00
16 33 01 50 Additional Concrete 8' Manhole Depth (Over Initial 6')VF 24 $750.00 $18,000.00
17 509.5 Siphon Crossing LS 1 $650,000.00 $650,000.00
18 502.1-A Manhole Lining VF 483 $205.00 $99,015.00
19 SS01 Cut and Plug Existing Sanitary Sewer Line EA 3 $3,500.00 $10,500.00
20 02 41 14 Abandon Sanitary Sewer Manhole EA 27 $1,600.00 $43,200.00
21 02 41 14 Remove Existing Sanitary Sewer Manhole EA 1 $2,000.00 $2,000.00
22 601.2 Bypass Pumping LS 1 $40,000.00 $40,000.00
23 33 01 30 CCTV Proposed Sanitary Sewer Pipe LF 12,750 $2.00 $25,500.00
24 202.6 Hydromulch Seeding SY 71,080 $1.50 $106,620.00
25 33 05 05 Excavation Protection (Trench Safety)LF 12,750 $1.00 $12,750.00
26 03 11 00 Concrete Pavement Removal and Replacement LF 222 $170.00 $37,740.00
27 302.1/203.1 Asphalt Pavement Removal and Replacement LF 28 $125.00 $3,500.00
28 801.4/203.1 Barbwire Fence Removal and Replacement LF 1,460 $9.00 $13,140.00
29 801.4 Remove Aerial Crossing LS 1 $6,000.00 $6,000.00
Subtotal:$3,241,415.00
$3,527,415.00
ENG/PMO:
City of Denton - Capital Projects
901-A Texas Street
Denton, TX 76209
Attn: Cori Power/Purchasing Dept.
PROPOSAL FORM:
IFB:
BIDDERS APPLICATION - UNIT PRICE BID
GENERAL
SANITARY SEWER IMPROVEMENTS
TOTAL BASE BID AMOUNT:
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Item
No.
Spec. Section
No.Description of work UOM BID QTY Unit Price Extended Price
A1-1 33 05 01.13 54" PVC Sanitary Sewer Pipe, ASTM F679 (PS46)LF 1,703 $460.00 $783,380.00
A1-2 33 05 01.13 42" PVC Sanitary Sewer Pipe, ASTM F679 (PS46)LF 4,634 $300.00 $1,390,200.00
A1-3 33 05 01.13 36" PVC Sanitary Sewer Pipe, ASTM F679 (PS46)LF 6,413 $230.00 $1,474,990.00
Subtotal:$3,648,570.00
$7,175,985.00
A2-1 33 31 13.13 54" FRP Sanitary Sewer Pipe SN46 LF 1,703 380.00$ $647,140.00
A2-2 33 31 13.13 42" FRP Saniary Sewer Pipe SN46 LF 4,634 270.00$ $1,251,180.00
A2-3 33 31 13.13 36" FRP Sanitary Sewer Pipe SN46 LF 6,413 240.00$ $1,539,120.00
Subtotal:$3,437,440.00
$6,964,855.00
$7,175,985.00
$6,964,855.00
TOTAL BASE BID+ALTERNATE A:
ALTERNATE A*
GENERAL
TOTAL ALTERNATE 1 BID AMOUNT:
TOTAL BASE BID+ALTERNATE B:
TOTAL ALTERNATE 2 BID AMOUNT:
ALTERNATE B*
GENERAL
* - Contractor to submit a bid for each alternate
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"General Decision Number: TX20210025 01/01/2021
Superseded General Decision Number: TX20200025
State: Texas
Construction Type: Highway
Counties: Archer, Callahan, Clay, Collin, Dallas, Delta,
Denton, Ellis, Grayson, Hunt, Johnson, Jones, Kaufman, Parker,
Rockwall, Tarrant and Wise Counties in Texas.
HIGHWAY CONSTRUCTION PROJECTS (excluding tunnels, building
structures in rest area projects & railroad construction;
bascule, suspension & spandrel arch bridges designed for
commercial navigation, bridges involving marine construction;
and other major bridges).
Note: Under Executive Order (EO) 13658, an hourly minimum wage
of $10.95 for calendar year 2021 applies to all contracts
subject to the Davis-Bacon Act for which the contract is awarded
(and any solicitation was issued) on or after January 1, 2015.
If this contract is covered by the EO, the contractor must pay
all workers in any classification listed on this wage
determination at least $10.95 per hour (or the applicable
wage rate listed on this wage determination, if it is higher)
for all hours spent performing on the contract in calendar
year 2021. If this contract is covered by the EO and a
classification considered necessary for performance of work on
the contract does not appear on this wage determination, the
contractor must pay workers in that classification at least
the wage rate determined through the conformance process set
forth in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate,
if it is higher than the conformed wage rate). The EO minimum
wage rate will be adjusted annually. Please note that
this EO applies to the above-mentioned types of contracts
entered into by the federal government that are subject
to the Davis-Bacon Act itself, but it does not apply
to contracts subject only to the Davis-Bacon Related Acts,
including those set forth at 29 CFR 5.1(a)(2)-(60). Additional
information on contractor requirements and worker protections
under the EO is available at www.dol.gov/whd/govcontracts.
Modification Number Publication Date
0 01/01/2021
* SUTX2011-007 08/03/2011
Rates Fringes
CONCRETE FINISHER (Paving and
Structures)......................$ 14.12
ELECTRICIAN......................$ 19.80
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FORM BUILDER/FORM SETTER
Paving & Curb...............$ 13.16
Structures..................$ 13.84
LABORER
Asphalt Raker...............$ 12.69
Flagger.....................$ 10.06
Laborer, Common.............$ 10.72
Laborer, Utility............$ 12.32
Pipelayer...................$ 13.24
Work Zone Barricade
Servicer....................$ 11.68
POWER EQUIPMENT OPERATOR:
Asphalt Distributor.........$ 15.32
Asphalt Paving Machine......$ 13.99
Broom or Sweeper............$ 11.74
Concrete Pavement
Finishing Machine...........$ 16.05
Concrete Saw................$ 14.48
Crane Operator, Lattice
Boom 80 Tons or Less........$ 17.27
Crane Operator, Lattice
Boom over 80 Tons...........$ 20.52
Crane, Hydraulic 80 Tons
or Less.....................$ 18.12
Crawler Tractor.............$ 14.07
Excavator, 50,000 pounds
or less.....................$ 17.19
Excavator, over 50,000
pounds......................$ 16.99
Foundation Drill , Truck
Mounted.....................$ 21.07
Foundation Drill, Crawler
Mounted.....................$ 17.99
Front End Loader 3 CY or
Less........................$ 13.69
Front End Loader, over 3 CY.$ 14.72
Loader/Backhoe..............$ 15.18
Mechanic....................$ 17.68
Milling Machine.............$ 14.32
Motor Grader, Fine Grade....$ 17.19
Motor Grader, Rough.........$ 16.02
Pavement Marking Machine....$ 13.63
Reclaimer/Pulverizer........$ 11.01
Roller, Asphalt.............$ 13.08
Roller, Other...............$ 11.51
Scraper.....................$ 12.96
Small Slipform Machine......$ 15.96
Spreader Box................$ 14.73
Servicer.........................$ 14.58
Steel Worker (Reinforcing).......$ 16.18
TRUCK DRIVER
Lowboy-Float................$ 16.24
Off Road Hauler.............$ 12.25
Single Axle.................$ 12.31
Single or Tandem Axle Dump
Truck.......................$ 12.62
Tandem Axle Tractor with
Semi Trailer................$ 12.86
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Transit-Mix.................$ 14.14
WELDER...........................$ 14.84
----------------------------------------------------------------
WELDERS - Receive rate prescribed for craft performing
operation to which welding is incidental.
================================================================
Note: Executive Order (EO) 13706, Establishing Paid Sick Leave
for Federal Contractors applies to all contracts subject to the
Davis-Bacon Act for which the contract is awarded (and any
solicitation was issued) on or after January 1, 2017. If this
contract is covered by the EO, the contractor must provide
employees with 1 hour of paid sick leave for every 30 hours
they work, up to 56 hours of paid sick leave each year.
Employees must be permitted to use paid sick leave for their
own illness, injury or other health-related needs, including
preventive care; to assist a family member (or person who is
like family to the employee) who is ill, injured, or has other
health-related needs, including preventive care; or for reasons
resulting from, or to assist a family member (or person who is
like family to the employee) who is a victim of, domestic
violence, sexual assault, or stalking. Additional information
on contractor requirements and worker protections under the EO
is available at www.dol.gov/whd/govcontracts.
Unlisted classifications needed for work not included within
the scope of the classifications listed may be added after
award only as provided in the labor standards contract clauses
(29CFR 5.5 (a) (1) (ii)).
----------------------------------------------------------------
The body of each wage determination lists the classification
and wage rates that have been found to be prevailing for the
cited type(s) of construction in the area covered by the wage
determination. The classifications are listed in alphabetical
order of ""identifiers"" that indicate whether the particular
rate is a union rate (current union negotiated rate for local),
a survey rate (weighted average rate) or a union average rate
(weighted union average rate).
Union Rate Identifiers
A four letter classification abbreviation identifier enclosed
in dotted lines beginning with characters other than ""SU"" or
""UAVG"" denotes that the union classification and rate were
prevailing for that classification in the survey. Example:
PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of
the union which prevailed in the survey for this
classification, which in this example would be Plumbers. 0198
indicates the local union number or district council number
where applicable, i.e., Plumbers Local 0198. The next number,
005 in the example, is an internal number used in processing
the wage determination. 07/01/2014 is the effective date of the
most current negotiated rate, which in this example is July 1,
2014.
Union prevailing wage rates are updated to reflect all rate
changes in the collective bargaining agreement (CBA) governing
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this classification and rate.
Survey Rate Identifiers
Classifications listed under the ""SU"" identifier indicate that
no one rate prevailed for this classification in the survey and
the published rate is derived by computing a weighted average
rate based on all the rates reported in the survey for that
classification. As this weighted average rate includes all
rates reported in the survey, it may include both union and
non-union rates. Example: SULA2012-007 5/13/2014. SU indicates
the rates are survey rates based on a weighted average
calculation of rates and are not majority rates. LA indicates
the State of Louisiana. 2012 is the year of survey on which
these classifications and rates are based. The next number, 007
in the example, is an internal number used in producing the
wage determination. 5/13/2014 indicates the survey completion
date for the classifications and rates under that identifier.
Survey wage rates are not updated and remain in effect until a
new survey is conducted.
Union Average Rate Identifiers
Classification(s) listed under the UAVG identifier indicate
that no single majority rate prevailed for those
classifications; however, 100% of the data reported for the
classifications was union data. EXAMPLE: UAVG-OH-0010
08/29/2014. UAVG indicates that the rate is a weighted union
average rate. OH indicates the state. The next number, 0010 in
the example, is an internal number used in producing the wage
determination. 08/29/2014 indicates the survey completion date
for the classifications and rates under that identifier.
A UAVG rate will be updated once a year, usually in January of
each year, to reflect a weighted average of the current
negotiated/CBA rate of the union locals from which the rate is
based.
----------------------------------------------------------------
WAGE DETERMINATION APPEALS PROCESS
1.) Has there been an initial decision in the matter? This can
be:
* an existing published wage determination
* a survey underlying a wage determination
* a Wage and Hour Division letter setting forth a position on
a wage determination matter
* a conformance (additional classification and rate) ruling
On survey related matters, initial contact, including requests
for summaries of surveys, should be with the Wage and Hour
Regional Office for the area in which the survey was conducted
because those Regional Offices have responsibility for the
Davis-Bacon survey program. If the response from this initial
contact is not satisfactory, then the process described in 2.)
and 3.) should be followed.
With regard to any other matter not yet ripe for the formal
process described here, initial contact should be with the
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Branch of Construction Wage Determinations. Write to:
Branch of Construction Wage Determinations
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
2.) If the answer to the question in 1.) is yes, then an
interested party (those affected by the action) can request
review and reconsideration from the Wage and Hour Administrator
(See 29 CFR Part 1.8 and 29 CFR Part 7). Write to:
Wage and Hour Administrator
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
The request should be accompanied by a full statement of the
interested party's position and by any information (wage
payment data, project description, area practice material,
etc.) that the requestor considers relevant to the issue.
3.) If the decision of the Administrator is not favorable, an
interested party may appeal directly to the Administrative
Review Board (formerly the Wage Appeals Board). Write to:
Administrative Review Board
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
4.) All decisions by the Administrative Review Board are final.
================================================================
END OF GENERAL DECISION
"
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CITY OF DENTON
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
STANDARD GENERAL CONDITIONS
OF THE CONSTRUCTION CONTRACT
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CITY OF DENTON
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
STANDARD GENERAL CONDITIONS OF THE
CONSTRUCTION CONTRACT
TABLE OF CONTENTS
Page
Article 1 – Definitions and Terminology .......................................................................................................... 1
1.01 Defined Terms............................................................................................................................... 1
1.02 Terminology .................................................................................................................................. 6
Article 2 – Preliminary Matters ......................................................................................................................... 7
2.01 Copies of Documents .................................................................................................................... 7
2.02 Commencement of Contract Time; Notice to Proceed ................................................................ 7
2.03 Starting the Work .......................................................................................................................... 7
2.04 Before Starting Construction ........................................................................................................ 7
2.05 Preconstruction Conference.......................................................................................................... 8
2.06 Public Meeting .............................................................................................................................. 8
2.07 Initial Acceptance of Schedules.................................................................................................... 8
2.08 Electronic Submittals.................................................................................................................... 8
Article 3 – Contract Documents: Intent, Amending, Reuse ............................................................................ 8
3.01 Intent.............................................................................................................................................. 8
3.02 Reference Standards...................................................................................................................... 9
3.03 Reporting and Resolving Discrepancies....................................................................................... 9
3.04 Amending and Supplementing Contract Documents................................................................. 10
3.05 Reuse of Documents ................................................................................................................... 10
3.06 Electronic Data............................................................................................................................ 11
Article 4 – Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental
Conditions; Reference Points........................................................................................................... 11
4.01 Availability of Lands .................................................................................................................. 11
4.02 Subsurface and Physical Conditions .......................................................................................... 12
4.03 Differing Subsurface or Physical Conditions ............................................................................. 12
4.04 Underground Facilities ............................................................................................................... 13
4.05 Hazardous Environmental Condition at Site .............................................................................. 14
Article 5 – Bonds and Insurance ..................................................................................................................... 15
5.01 Licensed Sureties and Insurers ................................................................................................... 15
5.02 Performance, Payment, and Maintenance Bonds....................................................................... 15
5.03 Certificates of Insurance ............................................................................................................. 16
5.04 Contractor’s Insurance ................................................................................................................ 18
5.05 Acceptance of Bonds and Insurance; Option to Replace........................................................... 19
Article 6 – Contractor’s Responsibilities ........................................................................................................ 19
6.01 Supervision and Superintendence............................................................................................... 19
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CITY OF DENTON
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
6.02 Labor; Working Hours ................................................................................................................ 19
6.03 Services, Materials, and Equipment ........................................................................................... 20
6.04 Project Schedule.......................................................................................................................... 20
6.05 Substitutes and “Or-Equals” ....................................................................................................... 21
6.06 Concerning Subcontractors, Suppliers, and Others.................................................................... 23
6.07 Wage Rates.................................................................................................................................. 24
6.08 Patent Fees and Royalties ........................................................................................................... 25
6.09 Permits and Utilities.................................................................................................................... 26
6.10 Laws and Regulations ................................................................................................................. 26
6.11 Taxes ........................................................................................................................................... 27
6.12 Use of Site and Other Areas ....................................................................................................... 27
6.13 Record Documents...................................................................................................................... 28
6.14 Safety and Protection .................................................................................................................. 29
6.15 Safety Representative.................................................................................................................. 29
6.16 Hazard Communication Programs ............................................................................................. 30
6.17 Emergencies and/or Rectification............................................................................................... 30
6.18 Submittals.................................................................................................................................... 30
6.19 Continuing the Work................................................................................................................... 31
6.20 Contractor’s General Warranty and Guarantee .......................................................................... 32
6.21 Indemnification ......................................................................................................................... 32
6.22 Delegation of Professional Design Services .............................................................................. 33
6.23 Right to Audit.............................................................................................................................. 34
6.24 Nondiscrimination....................................................................................................................... 34
Article 7 – Other Work at the Site................................................................................................................... 34
7.01 Related Work at Site ................................................................................................................... 34
7.02 Coordination................................................................................................................................ 35
Article 8 – City’s Responsibilities................................................................................................................... 35
8.01 Communications to Contractor................................................................................................... 35
8.02 Furnish Data ................................................................................................................................ 35
8.03 Pay When Due ............................................................................................................................ 35
8.04 Lands and Easements; Reports and Tests................................................................................... 36
8.05 Change Orders............................................................................................................................. 36
8.06 Inspections, Tests, and Approvals .............................................................................................. 36
8.07 Limitations on City’s Responsibilities ....................................................................................... 36
8.08 Undisclosed Hazardous Environmental Condition .................................................................... 36
8.09 Compliance with Safety Program............................................................................................... 36
Article 9 – City’s Observation Status During Construction ........................................................................... 36
9.01 City’s Project Manager ……...................................................................................................... 36
9.02 Visits to Site ................................................................................................................................ 37
9.03 Authorized Variations in Work .................................................................................................. 37
9.04 Rejecting Defective Work .......................................................................................................... 37
9.05 Determinations for Work Performed .......................................................................................... 37
9.06 Decisions on Requirements of Contract Documents and Acceptability of Work ..................... 38
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CITY OF DENTON
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
Article 10 – Changes in the Work; Claims; Extra Work ................................................................................ 38
10.01 Authorized Changes in the Work ............................................................................................... 38
10.02 Unauthorized Changes in the Work ........................................................................................... 38
10.03 Execution of Change Orders....................................................................................................... 38
10.04 Extra Work .................................................................................................................................. 38
10.05 Notification to Surety.................................................................................................................. 39
10.06 Contract Claims Process ............................................................................................................. 39
Article 11 – Cost of the Work; Allowances; Unit Price Work; Plans Quantity Measurement...................... 40
11.01 Cost of the Work ......................................................................................................................... 40
11.02 Allowances .................................................................................................................................. 43
11.03 Unit Price Work .......................................................................................................................... 43
11.04 Plans Quantity Measurement ...................................................................................................... 45
Article 12 – Change of Contract Price; Change of Contract Time................................................................. 45
12.01 Change of Contract Price ............................................................................................................ 45
12.02 Change of Contract Time............................................................................................................ 46
12.03 Delays .......................................................................................................................................... 47
Article 13 – Tests and Inspections; Correction, Removal or Acceptance of Defective Work ...................... 47
13.01 Notice of Defects ........................................................................................................................ 47
13.02 Access to Work ........................................................................................................................... 47
13.03 Tests and Inspections .................................................................................................................. 47
13.04 Uncovering Work........................................................................................................................ 49
13.05 City May Stop the Work ............................................................................................................. 49
13.06 Correction or Removal of Defective Work ................................................................................ 49
13.07 Correction Period ........................................................................................................................ 50
13.08 Acceptance of Defective Work................................................................................................... 51
13.09 City May Correct Defective Work ............................................................................................. 51
Article 14 – Payments to Contractor and Completion .................................................................................... 52
14.01 Schedule of Values...................................................................................................................... 52
14.02 Progress Payments ...................................................................................................................... 52
14.03 Contractor’s Warranty of Title ................................................................................................... 54
14.04 Partial Utilization ........................................................................................................................ 54
14.05 Final Inspection ........................................................................................................................... 55
14.06 Final Acceptance......................................................................................................................... 55
14.07 Final Payment.............................................................................................................................. 55
14.08 Final Completion Delayed and Partial Retainage Release ........................................................ 56
14.09 Waiver of Claims ........................................................................................................................ 56
Article 15 – Suspension of Work and Termination ........................................................................................ 57
15.01 City May Suspend Work............................................................................................................. 57
15.02 City May Terminate for Cause ................................................................................................... 57
15.03 City May Terminate For Convenience ....................................................................................... 59
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CITY OF DENTON
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
Article 16 – Dispute Resolution ...................................................................................................................... 61
16.01 Methods and Procedures ............................................................................................................. 61
Article 17 – Miscellaneous .............................................................................................................................. 62
17.01 Giving Notice .............................................................................................................................. 62
17.02 Computation of Times ................................................................................................................ 62
17.03 Cumulative Remedies ................................................................................................................. 62
17.04 Survival of Obligations ............................................................................................................... 63
17.05 Headings...................................................................................................................................... 63
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00 72 00 - 1
GENERAL CONDITIONS
Page 1 of 63
CITY OF DENTON
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
ARTICLE 1 – DEFINITIONS AND TERMINOLOGY
1.01 Defined Terms
A. Wherever used in these General Conditions or in other Contract Documents, the terms listed
below have the meanings indicated which are applicable to both the singular and plural thereof,
and words denoting gender shall include the masculine, feminine and neuter. Said terms are
generally capitalized or written in italics, but not always. When used in a context consistent with
the definition of a listed-defined term, the term shall have a meaning as defined below whether
capitalized or italicized or otherwise. In addition to terms specifically defined, terms with initial
capital letters in the Contract Documents include references to identified articles and paragraphs,
and the titles of other documents or forms.
1.Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify,
correct, or change the Bidding Requirements or the proposed Contract Documents.
2.Agreement—The written instrument which is evidence of the agreement between City and
Contractor covering the Work.
3.Application for Payment—The form acceptable to City which is to be used by Contractor
during the course of the Work in requesting progress or final payments and which is to be
accompanied by such supporting documentation as is required by the Contract Documents.
4.Asbestos—Any material that contains more than one percent asbestos and is friable or is
releasing asbestos fibers into the air above current action levels established by the United
States Occupational Safety and Health Administration.
5.Award – Authorization by the City Council for the City to enter into an Agreement.
6.Bid—The offer or proposal of a Bidder submitted on the prescribed form setting forth the
prices for the Work to be performed.
7.Bidder—The individual or entity who submits a Bid directly to City.
8.Bidding Documents—The Bidding Requirements and the proposed Contract Documents
(including all Addenda).
9.Bidding Requirements—The advertisement or Invitation to Bid, Instructions to Bidders, Bid
security of acceptable form, if any, and the Bid Form with any supplements.
10.Business Day – A business day is defined as a day that the City conducts normal business,
generally Monday through Friday, except for federal or state holidays observed by the City.
11.Calendar Day – A day consisting of 24 hours measured from midnight to the next midnight.
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12.Change Order—A document, which is prepared and approved by the City, which is signed
by Contractor and City and authorizes an addition, deletion, or revision in the Work or an
adjustment in the Contract Price or the Contract Time, issued on or after the Effective Date
of the Agreement.
13.City— The City of Denton is a Texas home-rule municipal corporation acting by its City
Council through its City Manager or his designee.
14.City Attorney – The officially appointed City Attorney of the City of Denton, Texas, or his
duly authorized representative.
15.City Council - The duly elected and qualified governing body of the City of Denton,
Texas.
16.City Manager – The officially appointed and authorized City Manager of the City of
Denton, Texas, or his duly authorized representative.
17.Contract Claim—A demand or assertion by City or Contractor seeking an adjustment of
Contract Price or Contract Time, or both, or other relief with respect to the terms of the
Contract. A demand for money or services by a third party is not a Contract Claim.
18.Contract—The entire and integrated written document between the City and Contractor
concerning the Work. The Contract contains the Agreement and all Contract Documents and
supersedes prior negotiations, representations, or agreements, whether written or oral.
19.Contract Documents—Those items so designated in the Agreement. All items listed in the
Agreement are Contract Documents. Approved Submittals, other Contractor submittals, and
the reports and drawings of subsurface and physical conditions are not Contract Documents.
20.Contract Price—The moneys payable by City to Contractor for completion of the Work in
accordance with the Contract Documents as stated in the Agreement (subject to the
provisions of Paragraph 11.03 in the case of Unit Price Work).
21.Contract Time—The number of days or the dates stated in the Agreement to: (i) achieve
Milestones, if any and (ii) complete the Work so that it is ready for Final Acceptance.
22.Contractor—The individual or entity with whom City has entered into the Agreement.
23.Cost of the Work—See Paragraph 11.01 of these General Conditions for definition.
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24.Damage Claims – A demand for money or services arising from the Project or Site from a
third party, City or Contractor exclusive of a Contract Claim.
25.Day or day – A day, unless otherwise defined, shall mean a Calendar Day.
26.Drawings—That part of the Contract Documents prepared or approved by Engineer which
graphically shows the scope, extent, and character of the Work to be performed by
Contractor. Submittals are not Drawings as so defined.
27.Effective Date of the Agreement—The date indicated in the Agreement on which it becomes
effective, but if no such date is indicated, it means the date on which the Agreement is signed
and delivered by the last of the two parties to sign and deliver.
28.Engineer—The licensed professional engineer or engineering firm registered in the State of
Texas performing professional services for the City.
29.Extra Work – Additional work made necessary by changes or alterations of the Contract
Documents or quantities; or for other reasons for which no prices are provided in the
Contract Documents. Extra work shall be part of the Work.
30.Field Order — A written order issued by City which requires changes in the Work but
which does not involve a change in the Contract Price, Contract Time, or the intent of the
Engineer.
31.Final Acceptance – The written notice given by the City to the Contractor that the Work
specified in the Contract Documents has been completed to the satisfaction of the City.
32.Final Inspection – Inspection carried out by the City to verify that the Contractor has
completed the Work, and each and every part or appurtenance thereof, fully, entirely, and in
conformance with the Contract Documents.
33.General Requirements—Sections of Division 1 of the Contract Documents.
34.Hazardous Environmental Condition — The presence at the Site of Asbestos, PCBs,
Petroleum, Hazardous Waste, Radioactive Material, or other materials in such quantities or
circumstances that may present a substantial danger to persons or property exposed thereto.
35.Hazardous Waste—Hazardous waste is defined as any solid waste listed as hazardous or
possesses one or more hazardous characteristics as defined in the federal waste regulations,
as amended from time to time.
36.Incidental – Work items that the Contractor is not paid for directly, but costs for which are
included under the various bid items of the Project.
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37.Laws and Regulations—Any and all applicable laws, rules, regulations, ordinances, codes,
and orders of any and all governmental bodies, agencies, authorities, and courts having
jurisdiction.
38.Liens—Charges, security interests, or encumbrances upon Project funds, real property, or
personal property.
39.Major Item – An Item of work included in the Contract Documents that has a total cost equal
to or greater than 5% of the original Contract Price or $25,000 whichever is less.
40.Milestone—A principal event specified in the Contract Documents relating to an intermediate
Contract Time prior to Final Acceptance of the Work.
41.Notice of Award—The written notice by City to the Successful Bidder stating that upon
timely compliance by the Successful Bidder with the conditions precedent listed therein, City
will sign and deliver the Agreement.
42.Notice to Proceed—A written notice given by City to Contractor fixing the date on which the
Contract Time will commence to run and on which Contractor shall start to perform the
Work specified in Contract Documents.
43.PCBs—Polychlorinated biphenyls.
44.Petroleum—Petroleum, including crude oil or any fraction thereof which is liquid at standard
conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square
inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and
oil mixed with other non-Hazardous Waste and crude oils.
45.Plans – See definition of Drawings.
46.Project Schedule—A schedule, prepared and maintained by Contractor, in accordance with
the General Requirements, describing the sequence and duration of the activities comprising
the Contractor’s plan to accomplish the Work within the Contract Time.
47.Project—The Work to be performed under the Contract Documents.
48.Project Manager —The authorized representative of the City who will be assigned to the
Project.
49.Project Manual – The documentary information prepared for bidding and furnishing the
Work. A listing of the contents of the Project Manual is contained in its Table of Contents.
50.Public Meeting – An announced meeting conducted by the City to facilitate public
participation and to assist the public in gaining an informed view of the Project.
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51.Radioactive Material—Source, special nuclear, or byproduct material as defined by the
Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time.
52.Regular Working Hours – Excluding legal holidays, regular working hours shall be Monday
thru Friday between 6:00 a.m. and 8:30 p.m. from June 1 to September 30 and between 7:00
a.m. and 8:30 p.m. from October 1 to May 31.
53.Samples—Physical examples of materials, equipment, or workmanship that are
representative of some portion of the Work and which establish the standards by which such
portion of the Work will be judged.
54.Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required
submittals and the time requirements to support scheduled performance of related
construction activities.
55.Schedule of Values—A schedule, prepared and maintained by Contractor, allocating portions
of the Contract Price to various portions of the Work and used as the basis for reviewing
Contractor’s Applications for Payment.
56.Site—Lands or areas indicated in the Contract Documents as being furnished by City upon
which the Work is to be performed, including rights-of-way, permits, and easements for
access thereto, and such other lands furnished by City which are designated for the use of
Contractor.
57.Specifications—That part of the Contract Documents consisting of written requirements for
materials, equipment, systems, standards and workmanship as applied to the Work, and
certain administrative requirements and procedural matters applicable thereto. Specifications
may be specifically made a part of the Contract Documents by attachment or, if not attached,
may be incorporated by reference as indicated in the Table of Contents (Division 00 00 00)
of each Project.
58.Subcontractor—An individual or entity having a direct contract with Contractor or with any
other Subcontractor for the performance of a part of the Work at the Site.
59.Submittals—All drawings, diagrams, illustrations, schedules, and other data or information
which are specifically prepared or assembled by or for Contractor and submitted by
Contractor to illustrate some portion of the Work.
60.Subsidiary – See definition of Incidental.
61.Successful Bidder—The Bidder submitting the lowest and most responsive Bid to whom City
makes an Award.
62.Superintendent – The representative of the Contractor who is available at all times and able
to receive instructions from the City and to act for the Contractor.
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63.Supplementary Conditions—That part of the Contract Documents which amends or
supplements these General Conditions.
64.Supplier—A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a
direct contract with Contractor or with any Subcontractor to furnish materials or equipment
to be incorporated in the Work by Contractor or Subcontractor.
65.Underground Facilities—All underground pipelines, conduits, ducts, cables, wires,
manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements
containing such facilities, including but not limited to, those that convey electricity, gases,
steam, liquid petroleum products, telephone or other communications, cable television,
water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.
66.Unit Price Work—See Paragraph 11.03 of these General Conditions for definition.
67.Weekend Working Hours – Hours between 8:00 a.m. and 8:30 p.m., Saturday, and between
1:00 p.m. and 8:30 p.m. Sunday or legal holiday, as approved in advance by the City.
68.Work—The entire construction or the various separately identifiable parts thereof required to
be provided under the Contract Documents. Work includes and is the result of performing or
providing all labor, services, and documentation necessary to produce such construction
including any Change Order or Field Order, and furnishing, installing, and incorporating all
materials and equipment into such construction, all as required by the Contract Documents.
69.Working Day – A working day is defined as a day, not including Saturdays, Sundays, or legal
holidays authorized by the City for contract purposes, in which weather or other conditions
not under the control of the Contractor will permit the performance of the principal unit of
work underway for a continuous period of not less than 7 hours between 7 a.m. and 8 p.m.
1.02 Terminology
A. The words and terms discussed in Paragraph 1.02.B through E are not defined but, when used in
the Bidding Requirements or Contract Documents, have the indicated meaning.
B.Intent of Certain Terms or Adjectives:
1. The Contract Documents include the terms “as allowed,” “as approved,” “as ordered,” “as
directed” or terms of like effect or import to authorize an exercise of judgment by City. In
addition, the adjectives “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or
adjectives of like effect or import are used to describe an action or determination of City as to
the Work. It is intended that such exercise of professional judgment, action, or determination
will be solely to evaluate, in general, the Work for compliance with the information in the
Contract Documents and with the design concept of the Project as a functioning whole as
shown or indicated in the Contract Documents (unless there is a specific statement indicating
otherwise).
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C.Defective:
1. The word “defective,” when modifying the word “Work,” refers to Work that is
unsatisfactory, faulty, or deficient in that it:
a. does not conform to the Contract Documents; or
b. does not meet the requirements of any applicable inspection, reference standard, test, or
approval referred to in the Contract Documents; or
c. has been damaged prior to City’s written acceptance.
D.Furnish, Install, Perform, Provide:
1. The word “Furnish” or the word “Install” or the word “Perform” or the word “Provide” or
the word “Supply,” or any combination or similar directive or usage thereof, shall mean
furnishing and incorporating in the Work including all necessary labor, materials, equipment,
and everything necessary to perform the Work indicated, unless specifically limited in the
context used.
E. Unless stated otherwise in the Contract Documents, words or phrases that have a well-known
technical or construction industry or trade meaning are used in the Contract Documents in
accordance with such recognized meaning.
ARTICLE 2 – PRELIMINARY MATTERS
2.01 Copies of Documents
City shall furnish to Contractor one (1) original executed copy and one (1) electronic copy of the
Contract Documents, and three (3) additional copies of the Drawings. Additional copies will be
furnished upon request at the cost of reproduction.
2.02 Commencement of Contract Time; Notice to Proceed
The Contract Time will commence to run on the day indicated in the Notice to Proceed. A Notice to
Proceed may be given at any time within 30 days after the Effective Date of the Agreement.
2.03 Starting the Work
Contractor shall start to perform the Work on the date when the Contract Time commences to run.
No Work shall be done at the Site prior to the date on which the Contract Time commences to run.
2.04 Before Starting Construction
Baseline Schedules: Submit in accordance with the Contract Documents, and prior to starting the
Work.
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2.05 Preconstruction Conference
Before any Work at the Site is started, the Contractor shall attend a Preconstruction Conference as
specified in the Contract Documents.
2.06 Public Meeting
Contractor may not mobilize any equipment, materials or resources to the Site prior to Contractor
attending the Public Meeting as scheduled by the City.
2.07 Initial Acceptance of Schedules
No progress payment shall be made to Contractor until acceptable schedules are submitted to City in
accordance with the Schedule Specification as provided in the Contract Documents.
2.08 Electronic Submittals
A. Except as otherwise stated elsewhere in the Contract, the City and Contractor may transmit, and
shall accept, Project-related correspondence, text, data, documents, drawings, information, and
graphics, including but not limited to Shop Drawings and other submittals, in electronic media or
digital format.
B. When transmitting items in electronic media or digital format, the transmitting party makes no
representations as to long term compatibility, usability, or readability of the items resulting from
the recipient’s use of software application packages, operating systems, or computer hardware
differing from those used in the drafting or transmittal of the items, or from those established in
applicable transmittal protocols.
ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE
3.01 Intent
A. The Contract Documents are complementary; what is required by one is as binding as if required
by all.
B. It is the intent of the Contract Documents to describe a functionally complete project (or part
thereof) to be constructed in accordance with the Contract Documents. Any labor,
documentation, services, materials, or equipment that reasonably may be inferred from the
Contract Documents or from prevailing custom or trade usage as being required to produce the
indicated result will be provided whether or not specifically called for, at no additional cost to
City.
C. Clarifications and interpretations of the Contract Documents shall be issued by City.
D. The Specifications may vary in form, format and style. Some Specification sections may be
written in varying degrees of streamlined or declarative style and some sections may be
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relatively narrative by comparison. Omission of such words and phrases as “the Contractor
shall,” “in conformity with,” “as shown,” or “as specified” are intentional in streamlined
sections. Omitted words and phrases shall be supplied by inference. Similar types of provisions
may appear in various parts of a section or articles within a part depending on the format of the
section. The Contractor shall not take advantage of any variation of form, format or style in
making Contract Claims.
E. The cross referencing of specification sections under the subparagraph heading “Related
Sections include but are not necessarily limited to:” and elsewhere within each Specification
section is provided as an aid and convenience to the Contractor. The Contractor shall not rely on
the cross referencing provided and shall be responsible to coordinate the entire Work under the
Contract Documents and provide a complete Project whether or not the cross referencing is
provided in each section or whether or not the cross referencing is complete.
3.02 Reference Standards
A. Standards, Specifications, Codes, Laws, and Regulations
1. Reference to standards, specifications, manuals, or codes of any technical society,
organization, or association, or to Laws or Regulations, whether such reference be specific or
by implication, shall mean the standard, specification, manual, code, or Laws or Regulations
in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there
were no Bids), except as may be otherwise specifically stated in the Contract Documents.
2. No provision of any such standard, specification, manual, or code, or any instruction of a
Supplier, shall be effective to change the duties or responsibilities of City, Contractor, or any
of their subcontractors, consultants, agents, or employees, from those set forth in the Contract
Documents. No such provision or instruction shall be effective to assign to City, or any of its
officers, directors, members, partners, employees, agents, consultants, or subcontractors, any
duty or authority to supervise or direct the performance of the Work or any duty or authority
to undertake responsibility inconsistent with the provisions of the Contract Documents.
3.03 Reporting and Resolving Discrepancies
A.Reporting Discrepancies:
1.Contractor’s Review of Contract Documents Before Starting Work: Before undertaking each
part of the Work, Contractor shall carefully study and compare the Contract Documents and
check and verify pertinent figures therein against all applicable field measurements and
conditions. Contractor shall promptly report in writing to City any conflict, error, ambiguity,
or discrepancy which Contractor discovers, or has actual knowledge of, and shall obtain a
written interpretation or clarification from City before proceeding with any Work affected
thereby.
2.Contractor’s Review of Contract Documents During Performance of Work: If, during the
performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy
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within the Contract Documents, or between the Contract Documents and (a) any applicable
Law or Regulation , (b) any standard, specification, manual, or code, or (c) any instruction of
any Supplier, then Contractor shall promptly report it to City in writing. Contractor shall not
proceed with the Work affected thereby (except in an emergency as required by Paragraph
6.17.A) until an amendment or supplement to the Contract Documents has been issued by one
of the methods indicated in Paragraph 3.04.
3. Contractor shall not be liable to City for failure to report any conflict, error, ambiguity, or
discrepancy in the Contract Documents unless Contractor had actual knowledge thereof.
B.Resolving Discrepancies:
1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of
the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or
discrepancy between the provisions of the Contract Documents and the provisions of any
standard, specification, manual, or the instruction of any Supplier (whether or not specifically
incorporated by reference in the Contract Documents).
2. In case of discrepancies, figured dimensions shall govern over scaled dimensions, Drawings
shall govern over Specifications, and Supplementary Conditions shall govern over General
Conditions and Specifications.
3.04 Amending and Supplementing Contract Documents
A. The Contract Documents may be amended to provide for additions, deletions, and revisions in
the Work or to modify the terms and conditions thereof by a Change Order.
B. The requirements of the Contract Documents may be supplemented, and minor variations and
deviations in the Work not involving a change in Contract Price or Contract Time, may be
authorized, by one or more of the following ways:
1. A Field Order;
2. City’s review of a Submittal (subject to the provisions of Paragraph 6.18.C); or
3. City’s written interpretation or clarification.
3.05 Reuse of Documents
A. Contractor and any Subcontractor or Supplier shall not:
1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or
other documents (or copies of any thereof) prepared by or bearing the seal of Engineer,
including electronic media editions; or
2. reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of
the Project or any other project without written consent of City and specific written
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verification or adaptation by Engineer.
B. The prohibitions of this Paragraph 3.05 will survive final payment, or termination of the
Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract
Documents for record purposes.
3.06 Electronic Data
A. Unless otherwise stated in the Supplementary Conditions, the data furnished by City or Engineer
to Contractor, or by Contractor to City or Engineer, that may be relied upon are limited to the
printed copies included in the Contract Documents (also known as hard copies). Files in
electronic media format of text, data, graphics, or other types are furnished only for the
convenience of the receiving party. Any conclusion or information obtained or derived from
such electronic files will be at the user’s sole risk. If there is a discrepancy between the
electronic files and the hard copies, the hard copies govern.
B. When transferring documents in electronic media format, the transferring party makes no
representations as to long term compatibility, usability, or readability of documents resulting
from the use of software application packages, operating systems, or computer hardware
differing from those used by the data’s creator.
ARTICLE 4 – AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS;
HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS
4.01 Availability of Lands
A. City shall furnish the Site. City shall notify Contractor of any encumbrances or restrictions not of
general application but specifically related to use of the Site with which Contractor must comply
in performing the Work. City will obtain in a timely manner and pay for easements for
permanent structures or permanent changes in existing facilities.
1. The City has obtained or anticipates acquisition of and/or access to right-of-way, and/or
easements. Any outstanding right-of-way and/or easements are anticipated to be acquired in
accordance with the schedule set forth in the Supplementary Conditions. The Project
Schedule submitted by the Contractor in accordance with the Contract Documents must
consider any outstanding right-of-way, and/or easements.
2. The City has or anticipates removing and/or relocating utilities, and obstructions to the Site.
Any outstanding removal or relocation of utilities or obstructions is anticipated in accordance
with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted
by the Contractor in accordance with the Contract Documents must consider any outstanding
utilities or obstructions to be removed, adjusted, and/or relocated by others.
B. Upon reasonable written request, City shall furnish Contractor with a current statement of record
legal title and legal description of the lands upon which the Work is to be performed.
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C. Contractor shall provide for all additional lands and access thereto that may be required for
construction facilities or storage of materials and equipment.
4.02 Subsurface and Physical Conditions
A.Reports and Drawings: The Supplementary Conditions identify:
1. those reports known to City of explorations and tests of subsurface conditions at or
contiguous to the Site; and
2. those drawings known to City of physical conditions relating to existing surface or
subsurface structures at the Site (except Underground Facilities).
B.Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the
accuracy of the “technical data” contained in such reports and drawings, but such reports and
drawings are not Contract Documents. Such “technical data” is identified in the Supplementary
Conditions. Contractor may not make any Contract Claim against City, or any of their officers,
directors, members, partners, employees, agents, consultants, or subcontractors with respect to:
1. the completeness of such reports and drawings for Contractor’s purposes, including, but not
limited to, any aspects of the means, methods, techniques, sequences, and procedures of
construction to be employed by Contractor, and safety precautions and programs incident
thereto; or
2. other data, interpretations, opinions, and information contained in such reports or shown or
indicated in such drawings; or
3. any Contractor interpretation of or conclusion drawn from any “technical data” or any such
other data, interpretations, opinions, or information.
4.03 Differing Subsurface or Physical Conditions
A.Notice: If Contractor believes that any subsurface or physical condition that is uncovered or
revealed either:
1. is of such a nature as to establish that any “technical data” on which Contractor is entitled to
rely as provided in Paragraph 4.02 is materially inaccurate; or
2. is of such a nature as to require a change in the Contract Documents; or
3. differs materially from that shown or indicated in the Contract Documents; or
4. is of an unusual nature, and differs materially from conditions ordinarily encountered and
generally recognized as inherent in work of the character provided for in the Contract
Documents;
then Contractor shall, promptly after becoming aware thereof and before further disturbing the
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subsurface or physical conditions or performing any Work in connection therewith (except in an
emergency as required by Paragraph 6.17.A), notify City in writing about such condition.
B.Possible Price and Time Adjustments
Contractor shall not be entitled to any adjustment in the Contract Price or Contract Time if:
1. Contractor knew of the existence of such conditions at the time Contractor made a final
commitment to City with respect to Contract Price and Contract Time by the submission of a
Bid or becoming bound under a negotiated contract; or
2. the existence of such condition could reasonably have been discovered or revealed as a result
of the examination of the Contract Documents or the Site; or
3. Contractor failed to give the written notice as required by Paragraph 4.03.A.
4.04 Underground Facilities
A.Shown or Indicated: The information and data shown or indicated in the Contract Documents
with respect to existing Underground Facilities at or contiguous to the Site is based on
information and data furnished to City or Engineer by the owners of such Underground
Facilities, including City, or by others. Unless it is otherwise expressly provided in the
Supplementary Conditions:
1. City and Engineer shall not be responsible for the accuracy or completeness of any such
information or data provided by others; and
2. the cost of all of the following will be included in the Contract Price, and Contractor shall
have full responsibility for:
a. reviewing and checking all such information and data;
b. locating all Underground Facilities shown or indicated in the Contract Documents;
c. coordination and adjustment of the Work with the owners of such Underground
Facilities, including City, during construction; and
d. the safety and protection of all such Underground Facilities and repairing any damage
thereto resulting from the Work.
B.Not Shown or Indicated:
1. If an Underground Facility which conflicts with the Work is uncovered or revealed at or
contiguous to the Site which was not shown or indicated, or not shown or indicated with
reasonable accuracy in the Contract Documents, Contractor shall, promptly after becoming
aware thereof and before further disturbing conditions affected thereby or performing any
Work in connection therewith (except in an emergency as required by Paragraph 6.17.A),
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identify the owner of such Underground Facility and give notice to that owner and to City.
City will review the discovered Underground Facility and determine the extent, if any, to
which a change may be required in the Contract Documents to reflect and document the
consequences of the existence or location of the Underground Facility. Contractor shall be
responsible for the safety and protection of such discovered Underground Facility.
2. If City concludes that a change in the Contract Documents is required, a Change Order may
be issued to reflect and document such consequences.
3. Verification of existing utilities, structures, and service lines shall include notification of all
utility companies a minimum of 48 hours in advance of construction including exploratory
excavation if necessary.
4.05 Hazardous Environmental Condition at Site
A.Reports and Drawings: The Supplementary Conditions identify those reports and drawings
known to City relating to Hazardous Environmental Conditions that have been identified at the
Site.
B.Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the
accuracy of the “technical data” contained in such reports and drawings, but such reports and
drawings are not Contract Documents. Such “technical data” is identified in the Supplementary
Conditions. Contractor may not make any Contract Claim against City, or any of their officers,
directors, members, partners, employees, agents, consultants, or subcontractors with respect to:
1. the completeness of such reports and drawings for Contractor’s purposes, including, but not
limited to, any aspects of the means, methods, techniques, sequences and procedures of
construction to be employed by Contractor and safety precautions and programs incident
thereto; or
2. other data, interpretations, opinions and information contained in such reports or shown or
indicated in such drawings; or
3. any Contractor interpretation of or conclusion drawn from any “technical data” or any such
other data, interpretations, opinions or information.
C. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or
revealed at the Site which was not shown or indicated in Drawings or Specifications or identified
in the Contract Documents to be within the scope of the Work. Contractor shall be responsible
for a Hazardous Environmental Condition created with any materials brought to the Site by
Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible.
D. If Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for
whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall
immediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with
such condition and in any area affected thereby (except in an emergency as required by
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Paragraph 6.17.A); and (iii) notify City (and promptly thereafter confirm such notice in writing).
City may consider the necessity to retain a qualified expert to evaluate such condition or take
corrective action, if any.
E. Contractor shall not be required to resume Work in connection with such condition or in any
affected area until after City has obtained any required permits related thereto and delivered
written notice to Contractor: (i) specifying that such condition and any affected area is or has
been rendered suitable for the resumption of Work; or (ii) specifying any special conditions
under which such Work may be resumed.
F. If after receipt of such written notice Contractor does not agree to resume such Work based on a
reasonable belief it is unsafe, or does not agree to resume such Work under such special
conditions, then City may order the portion of the Work that is in the area affected by such
condition to be deleted from the Work. City may have such deleted portion of the Work
performed by City’s own forces or others.
G.To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and
hold harmless City, from and against all claims, costs, losses, and damages (including but not
limited to all fees and charges of engineers, architects, attorneys, and other professionals and
all court or arbitration or other dispute resolution costs) arising out of or relating to a
Hazardous Environmental Condition created by Contractor or by anyone for whom
Contractor is responsible. Nothing in this Paragraph 4.06.G shall obligate Contractor to
indemnify any individual or entity from and against the consequences of that individual’s or
entity’s own negligence.
H. The provisions of Paragraphs 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental
Condition uncovered or revealed at the Site.
ARTICLE 5 – BONDS AND INSURANCE
5.01 Licensed Sureties and Insurers
All bonds and insurance required by the Contract Documents to be purchased and maintained by
Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized
in the State of Texas to issue bonds or insurance policies for the limits and coverages so required.
Such surety and insurance companies shall also meet such additional requirements and qualifications
as may be provided in the Supplementary Conditions.
5.02 Performance, Payment, and Maintenance Bonds
A. Contractor shall furnish performance and payment bonds, in accordance with Texas Government
Code Chapter 2253 or successor statute, each in an amount equal to the Contract Price as
security for the faithful performance and payment of all of Contractor’s obligations under the
Contract Documents.
B. Contractor shall furnish maintenance bonds in an amount equal to the Contract Price as security
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to protect the City against any defects in any portion of the Work described in the Contract
Documents. Maintenance bonds shall remain in effect for two (2) years after the date of Final
Acceptance by the City.
C. All bonds shall be in the form prescribed by the Contract Documents except as provided
otherwise by Laws or Regulations, and shall be executed by such sureties as are named in the list
of “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and
as Acceptable Reinsuring Companies” as published in Circular 570 (amended) by the Financial
Management Service, Surety Bond Branch, U.S. Department of the Treasury. All bonds signed
by an agent or attorney-in-fact must be accompanied by a sealed and dated power of attorney
which shall show that it is effective on the date the agent or attorney-in-fact signed each bond.
The bonds must be dated on, or after, the date of the Contract.
D. If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or
its right to do business is terminated in the State of Texas or it ceases to meet the requirements of
Paragraph 5.02.C, Contractor shall promptly notify City and shall, within 30 days after the event
giving rise to such notification, provide another bond and surety, both of which shall comply
with the requirements of Paragraphs 5.01 and 5.02.C.
5.03 Certificates of Insurance
A. Contractor shall deliver to City, with copies to each additional insured and loss payee identified
in the Supplementary Conditions, certificates of insurance (and other evidence of insurance
requested by City or any other additional insured) which Contractor is required to purchase and
maintain.
1. The certificate of insurance shall document the City, and all identified entities named in the
Supplementary Conditions as “Additional Insured” on all liability policies.
2. The Contractor’s general liability insurance shall include a, “per project” or “per location”,
endorsement, which shall be identified in the certificate of insurance provided to the City.
3. The certificate shall be signed by an agent authorized to bind coverage on behalf of the
insured, be complete in its entirety, and show complete insurance carrier names as listed in
the current A.M. Best Property & Casualty Guide
4. The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. Except for workers’ compensation, all insurers must have a minimum rating of A-:
VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is below that
required, written approval of City is required.
5. All applicable policies shall include a Waiver of Subrogation (Rights of Recovery) in favor
of the City. In addition, the Contractor agrees to waive all rights of subrogation against the
Engineer (if applicable), and each additional insured identified in the Supplementary
Conditions
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6. Failure of the City to demand such certificates or other evidence of full compliance with the
insurance requirements or failure of the City to identify a deficiency from evidence that is
provided shall not be construed as a waiver of Contractor’s obligation to maintain such lines
of insurance coverage.
7. If insurance policies are not written for specified coverage limits, an Umbrella or Excess
Liability insurance for any differences is required. Excess Liability shall follow form of the
primary coverage.
8. Unless otherwise stated, all required insurance shall be written on the “occurrence basis”. If
coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with
or prior to the date of the effective date of the agreement and the certificate of insurance shall
state that the coverage is claims-made and the retroactive date. The insurance coverage shall
be maintained for the duration of the Contract and for three (3) years following Final
Acceptance provided under the Contract Documents or for the warranty period, whichever is
longer. An annual certificate of insurance submitted to the City shall evidence such
insurance coverage.
9. Policies shall have no exclusions by endorsements, which, neither nullify or amend, the
required lines of coverage, nor decrease the limits of said coverage unless such endorsements
are approved in writing by the City. In the event a Contract has been bid or executed and the
exclusions are determined to be unacceptable or the City desires additional insurance
coverage, and the City desires the contractor/engineer to obtain such coverage, the contract
price shall be adjusted by the cost of the premium for such additional coverage plus 10%.
10. Any self-insured retention (SIR), in excess of $25,000.00, affecting required insurance
coverage shall be approved by the City in regards to asset value and stockholders' equity. In
lieu of traditional insurance, alternative coverage maintained through insurance pools or risk
retention groups, or self-funding, must also be approved by City.
11. Any deductible in excess of $5,000.00, for any policy that does not provide coverage on a
first-dollar basis, must be acceptable to and approved by the City.
12. City, at its sole discretion, reserves the right to review the insurance requirements and to
make reasonable adjustments to insurance coverage’s and their limits when deemed
necessary and prudent by the City based upon the scope of the Work, changes in statutory
law, court decision or the claims history of the industry as well as of the contracting party to
the City. The City shall be required to provide prior notice of 90 days, and the insurance
adjustments shall be incorporated into the Work by Change Order.
13. City shall be entitled, upon written request and without expense, to receive copies of policies
and endorsements thereto and may make any reasonable requests for deletion or revision or
modifications of particular policy terms, conditions, limitations, or exclusions necessary to
conform the policy and endorsements to the requirements of the Contract. Deletions,
revisions, or modifications shall not be required where policy provisions are established by
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law or regulations binding upon either party or the underwriter on any such policies.
14. City shall not be responsible for the direct payment of insurance premium costs for
Contractor’s insurance.
5.04 Contractor’s Insurance
A.Workers Compensation and Employers’ Liability. Contractor shall purchase and maintain such
insurance coverage with limits consistent with statutory benefits outlined in the Texas Workers’
Compensation Act (Texas Labor Code, Ch. 406, as amended), and minimum limits for
Employers’ Liability as is appropriate for the Work being performed and as will provide
protection from claims set forth below which may arise out of or result from Contractor’s
performance of the Work and Contractor’s other obligations under the Contract Documents,
whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly
or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts
any of them may be liable:
1. claims under workers’ compensation, disability benefits, and other similar employee benefit
acts;
2. claims for damages because of bodily injury, occupational sickness or disease, or death of
Contractor’s employees.
B.Commercial General Liability. Coverage shall include but not be limited to covering liability
(bodily injury or property damage) arising from: premises/operations, independent contractors,
products/completed operations, personal injury, liability under an insured contract, and
explosion/collapse/underground (where those exposures exist). Insurance shall be provided on an
occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy.
This insurance shall apply as primary insurance with respect to any other
insurance or self-insurance programs afforded to the City. The Commercial General Liability
policy, shall have no exclusions by endorsements that would alter of nullify premises/operations,
products/completed operations, contractual, personal injury, or advertising injury, which are
normally contained with the policy, unless the City approves such exclusions in writing.
For construction projects that present a substantial completed operation exposure, the City may
require the contractor to maintain completed operations coverage for a minimum of no less than
three (3) years following the completion of the project (if identified in the Supplementary
Conditions).
C.Automobile Liability. A commercial business auto policy shall provide coverage on “any auto”,
defined as autos owned, hired and non-owned and provide indemnity for claims for damages
because bodily injury or death of any person and or property damage arising out of the work,
maintenance or use of any motor vehicle by the Contractor, any Subcontractor or Supplier, or by
anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone
for whose acts any of them may be liable.
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D.Railroad Protective Liability. If any of the work or any warranty work is within the limits of
railroad right-of-way, the Contractor shall comply with the requirements identified in the
Supplementary Conditions.
E.Notification of Policy Cancellation: Contractor shall immediately notify City upon cancellation
or other loss of insurance coverage. Contractor shall stop work until replacement insurance has
been procured. There shall be no time credit for days not worked pursuant to this section.
5.05 Acceptance of Bonds and Insurance; Option to Replace
If City has any objection to the coverage afforded by or other provisions of the bonds or insurance
required to be purchased and maintained by the Contractor in accordance with Article 5 on the basis
of non-conformance with the Contract Documents, the City shall so notify the Contractor in writing
within 10 Business Days after receipt of the certificates (or other evidence requested). Contractor
shall provide to the City such additional information in respect of insurance provided as the City may
reasonably request. If Contractor does not purchase or maintain all of the bonds and insurance
required by the Contract Documents, the City shall notify the Contractor in writing of such failure
prior to the start of the Work, or of such failure to maintain prior to any change in the required
coverage.
ARTICLE 6 – CONTRACTOR’S RESPONSIBILITIES
6.01 Supervision and Superintendence
A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting
such attention thereto and applying such skills and expertise as may be necessary to perform the
Work in accordance with the Contract Documents. Contractor shall be solely responsible for the
means, methods, techniques, sequences, and procedures of construction.
B. At all times during the progress of the Work, Contractor shall assign a competent
Superintendent, who is proficient in English, and who shall not be replaced without written
notice to City. If at any time the Superintendent is not satisfactory to the City, Contractor shall, if
requested by City, replace the Superintendent with another satisfactory to City.
C. Contractor shall notify the City 24 hours prior to moving areas during the sequence of
construction.
6.02 Labor; Working Hours
A. Contractor shall provide competent, suitably qualified personnel to perform construction as
required by the Contract Documents. Contractor shall at all times maintain good discipline and
order at the Site.
B. Except as otherwise required for the safety or protection of persons or the Work or property at
the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work
at the Site shall be performed during Regular Working Hours. Contractor will not permit the
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performance of Work beyond Regular Working Hours or for Weekend Working Hours without
City’s written consent (which will not be unreasonably withheld). Written request (by letter or
electronic communication) to perform Work:
1. for beyond Regular Working Hours, request must be made by noon at least two (2) Business
Days prior
2. for Weekend Working Hours, request must be made by noon of the preceding Wednesday
3. for legal holidays, request must be made by noon seven Days prior to the legal
holiday.
6.03 Services, Materials, and Equipment
A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full
responsibility for all services, materials, equipment, labor, transportation, construction equipment
and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities,
temporary facilities, and all other facilities and incidentals necessary for the performance,
Contractor required testing, start-up, and completion of the Work, whether or not such items are
specifically called for in the Contract Documents.
B. All materials and equipment incorporated into the Work shall be as specified or, if not specified,
shall be of sufficient quality to complete the Work and new, except as otherwise provided in the
Contract Documents. All special warranties and guarantees required by the Specifications shall
expressly run to the benefit of City. If required by City, Contractor shall furnish satisfactory
evidence (including reports of required tests) as to the source, kind, and quality of materials and
equipment.
C. All materials and equipment to be incorporated into the Work shall be stored, applied, installed,
connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of
the applicable Supplier, except as otherwise may be provided in the Contract Documents.
D. All items of standard equipment to be incorporated into the Work shall be the latest model at the
time of bid, unless otherwise specified.
6.04 Project Schedule
A. Contractor shall adhere to the Project Schedule established in accordance with Paragraph 2.07
and the General Requirements as it may be adjusted from time to time as provided below.
1. Contractor shall submit to City for acceptance (to the extent indicated in Paragraph 2.07 and
the General Requirements) proposed adjustments in the Project Schedule that will not result
in changing the Contract Time. Such adjustments will comply with any provisions of the
General Requirements applicable thereto.
2. Contractor shall submit to City a monthly Project Schedule with a monthly progress payment
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for the duration of the Contract in accordance with the schedule specification 01 32 16.
3. Proposed adjustments in the Project Schedule that will change the Contract Time shall be
submitted in accordance with the requirements of Article 12. Adjustments in Contract Time
may only be made by a Change Order.
6.05 Substitutes and “Or-Equals”
A. Whenever an item of material or equipment is specified or described in the Contract Documents
by using the name of a proprietary item or the name of a particular Supplier, the specification or
description is intended to establish the type, function, appearance, and quality required. Unless
the specification or description contains or is followed by words reading that no like, equivalent,
or “or-equal” item or no substitution is permitted, other items of material or equipment of other
Suppliers may be submitted to City for review under the circumstances described below.
1.“Or-Equal” Items: If in City’s sole discretion an item of material or equipment proposed by
Contractor is functionally equal to that named and sufficiently similar so that no change in
related Work will be required, it may be considered by City as an “or-equal” item, in which
case review and approval of the proposed item may, in City’s sole discretion, be
accomplished without compliance with some or all of the requirements for approval of
proposed substitute items. For the purposes of this Paragraph 6.05.A.1, a proposed item of
material or equipment will be considered functionally equal to an item so named if:
a. the City determines that:
1) it is at least equal in materials of construction, quality, durability, appearance,
strength, and design characteristics;
2) it will reliably perform at least equally well the function and achieve the results
imposed by the design concept of the completed Project as a functioning whole; and
3) it has a proven record of performance and availability of responsive service; and
4) it is not objectionable to the City.
b. Contractor certifies that, if approved and incorporated into the Work:
1) there will be no increase in cost to the City or increase in Contract Time; and
2) it will conform substantially to the detailed requirements of the item named in the
Contract Documents.
2.Substitute Items:
a. If in City’s sole discretion an item of material or equipment proposed by Contractor does
not qualify as an “or-equal” item under Paragraph 6.05.A.1, it may be submitted as a
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proposed substitute item.
b. Contractor shall submit sufficient information as provided below to allow City to
determine if the item of material or equipment proposed is essentially equivalent to that
named and an acceptable substitute therefor. Requests for review of proposed substitute
items of material or equipment will not be accepted by City from anyone other than
Contractor.
c. Contractor shall make written application to City for review of a proposed substitute item
of material or equipment that Contractor seeks to furnish or use. The application shall
comply with Section 01 25 00 and:
1) shall certify that the proposed substitute item will:
a) perform adequately the functions and achieve the results called for by the general
design;
b) be similar in substance to that specified;
c) be suited to the same use as that specified; and
2) will state:
a) the extent, if any, to which the use of the proposed substitute item will prejudice
Contractor’s achievement of final completion on time;
b) whether use of the proposed substitute item in the Work will require a change in
any of the Contract Documents (or in the provisions of any other direct contract
with City for other work on the Project) to adapt the design to the proposed
substitute item;
c) whether incorporation or use of the proposed substitute item in connection with
the Work is subject to payment of any license fee or royalty; and
3) will identify:
a) all variations of the proposed substitute item from that specified;
b) available engineering, sales, maintenance, repair, and replacement services; and
4) shall contain an itemized estimate of all costs or credits that will result directly or
indirectly from use of such substitute item, including costs of redesign and Damage
Claims of other contractors affected by any resulting change.
B.Substitute Construction Methods or Procedures: If a specific means, method, technique,
sequence, or procedure of construction is expressly required by the Contract Documents,
Contractor may furnish or utilize a substitute means, method, technique, sequence, or procedure
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of construction approved by City. Contractor shall submit sufficient information to allow City, in
City’s sole discretion, to determine that the substitute proposed is equivalent to that expressly
called for by the Contract Documents. Contractor shall make written application to City for
review in the same manner as those provided in Paragraph 6.05.A.2.
C.City’s Evaluation: City will be allowed a reasonable time within which to evaluate each
proposal or submittal made pursuant to Paragraphs 6.05.A and 6.05.B. City may require
Contractor to furnish additional data about the proposed substitute. City will be the sole judge of
acceptability. No “or-equal” or substitute will be ordered, installed or utilized until City’s review
is complete, which will be evidenced by a Change Order in the case of a substitute and an
accepted Submittal for an “or-equal.” City will advise Contractor in writing of its determination.
D.Special Guarantee: City may require Contractor to furnish at Contractor’s expense a special
performance guarantee, warranty, or other surety with respect to any substitute. Contractor shall
indemnify and hold harmless City and anyone directly or indirectly employed by them from
and against any and all claims, damages, losses and expenses (including attorneys fees)
arising out of the use of substituted materials or equipment.
E.City’s Cost Reimbursement: City will record City’s costs in evaluating a substitute proposed or
submitted by Contractor pursuant to Paragraphs 6.05.A.2 and 6.05.B. Whether or not City
approves a substitute so proposed or submitted by Contractor, Contractor may be required to
reimburse City for evaluating each such proposed substitute. Contractor may also be required to
reimburse City for the charges for making changes in the Contract Documents (or in the
provisions of any other direct contract with City) resulting from the acceptance of each proposed
substitute.
F.Contractor’s Expense: Contractor shall provide all data in support of any proposed substitute or
“or-equal” at Contractor’s expense.
G.City Substitute Reimbursement: Costs (savings or charges) attributable to acceptance of a
substitute shall be incorporated to the Contract by Change Order.
H.Time Extensions: No additional time will be granted for substitutions.
6.06 Concerning Subcontractors, Suppliers, and Others
A. Contractor shall perform with his own organization, work of a value not less than 35% of the
value embraced on the Contract, unless otherwise approved by the City.
B. Contractor shall not employ any Subcontractor, Supplier, or other individual or entity, whether
initially or as a replacement, against whom City may have reasonable objection. Contractor shall
not be required to employ any Subcontractor, Supplier, or other individual or entity to furnish or
perform any of the Work against whom Contractor has reasonable objection (excluding those
acceptable to City as indicated in Paragraph 6.06.C).
C. The City may from time to time require the use of certain Subcontractors, Suppliers, or other
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individuals or entities on the project, and will provide such requirements in the Supplementary
Conditions.
D. Contractor shall be fully responsible to City for all acts and omissions of the Subcontractors,
Suppliers, and other individuals or entities performing or furnishing any of the Work just as
Contractor is responsible for Contractor’s own acts and omissions. Nothing in the Contract
Documents:
1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity
any contractual relationship between City and any such Subcontractor, Supplier or other
individual or entity; nor
2. shall create any obligation on the part of City to pay or to see to the payment of any moneys
due any such Subcontractor, Supplier, or other individual or entity except as may otherwise
be required by Laws and Regulations.
E. Contractor shall be solely responsible for scheduling and coordinating the Work of
Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the
Work under a direct or indirect contract with Contractor.
F. All Subcontractors, Suppliers, and such other individuals or entities performing or furnishing any
of the Work shall communicate with City through Contractor.
G. All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an
appropriate agreement between Contractor and the Subcontractor or Supplier which specifically
binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract
Documents for the benefit of City.
6.07 Wage Rates
A.Duty to pay Prevailing Wage Rates. The Contractor shall comply with all requirements of
Chapter 2258, Texas Government Code (as amended), including the payment of not less than the
rates determined by the City Council of the City of Denton to be the prevailing wage rates in
accordance with Chapter 2258. Such prevailing wage rates are included in these Contract
Documents.
B.Penalty for Violation. A Contractor or any Subcontractor who does not pay the prevailing wage
shall, upon demand made by the City, pay to the City $60 for each worker employed for each
calendar day or part of the day that the worker is paid less than the prevailing wage rates
stipulated in these contract documents. This penalty shall be retained by the City to offset its
administrative costs, pursuant to Texas Government Code 2258.023.
C.Complaints of Violations and City Determination of Good Cause. On receipt of information,
including a complaint by a worker, concerning an alleged violation of 2258.023, Texas
Government Code, by a Contractor or Subcontractor, the City shall make an initial
determination, before the 31st day after the date the City receives the information, as to whether
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good cause exists to believe that the violation occurred. The City shall notify in writing the
Contractor or Subcontractor and any affected worker of its initial determination. Upon the City’s
determination that there is good cause to believe the Contractor or Subcontractor has violated
Chapter 2258, the City shall retain the full amounts claimed by the claimant or claimants as the
difference between wages paid and wages due under the prevailing wage rates, such amounts
being subtracted from successive progress payments pending a final determination of the
violation.
D.Arbitration Required if Violation Not Resolved. An issue relating to an alleged violation of
Section 2258.023, Texas Government Code, including a penalty owed to the City or an affected
worker, shall be submitted to binding arbitration in accordance with the Texas General
Arbitration Act (Article 224 et seq., Revised Statutes) if the Contractor or Subcontractor and any
affected worker does not resolve the issue by agreement before the 15th day after the date the
City makes its initial determination pursuant to Paragraph C above. If the persons required to
arbitrate under this section do not agree on an arbitrator before the 11th day after the date that
arbitration is required, a district court shall appoint an arbitrator on the petition of any of the
persons. The City is not a party in the arbitration. The decision and award of the arbitrator is
final and binding on all parties and may be enforced in any court of competent jurisdiction.
E.Records to be Maintained. The Contractor and each Subcontractor shall, for a period of three (3)
years following the date of acceptance of the work, maintain records that show (i) the name and
occupation of each worker employed by the Contractor in the construction of the Work provided
for in this Contract; and (ii) the actual per diem wages paid to each worker. The records shall be
open at all reasonable hours for inspection by the City. The provisions of Paragraph 6.23, Right
to Audit, shall pertain to this inspection.
F.Progress Payments. With each progress payment or payroll period, whichever is less, the
Contractor shall submit an affidavit stating that the Contractor has complied with the
requirements of Chapter 2258, Texas Government Code.
G.Posting of Wage Rates. The Contractor shall post prevailing wage rates in a conspicuous place at
all times.
H.Subcontractor Compliance. The Contractor shall include in its subcontracts and/or shall
otherwise require all of its Subcontractors to comply with Paragraphs A through G above.
6.08 Patent Fees and Royalties
A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the
performance of the Work or the incorporation in the Work of any invention, design, process,
product, or device which is the subject of patent rights or copyrights held by others. If a
particular invention, design, process, product, or device is specified in the Contract Documents
for use in the performance of the Work and if, to the actual knowledge of City, its use is subject
to patent rights or copyrights calling for the payment of any license fee or royalty to others, the
existence of such rights shall be disclosed by City in the Contract Documents. Failure of the City
to disclose such information does not relieve the Contractor from its obligations to pay for the
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use of said fees or royalties to others.
B.To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold
harmless City, from and against all claims, costs, losses, and damages (including but not
limited to all fees and charges of engineers, architects, attorneys, and other professionals and
all court or arbitration or other dispute resolution costs) arising out of or relating to any
infringement of patent rights or copyrights incident to the use in the performance of the
Work or resulting from the incorporation in the Work of any invention, design, process,
product, or device not specified in the Contract Documents.
6.09 Permits and Utilities
A.Contractor obtained permits and licenses. Contractor shall obtain and pay for all construction
permits and licenses except those provided for in the Supplementary Conditions or Contract
Documents. City shall assist Contractor, when necessary, in obtaining such permits and licenses.
Contractor shall pay all governmental charges and inspection fees necessary for the prosecution
of the Work which are applicable at the time of opening of Bids, or, if there are no Bids, on the
Effective Date of the Agreement, except for permits provided by the City as specified in 6.09.B.
City shall pay all charges of utility owners for connections for providing permanent service to the
Work.
B.City obtained permits and licenses. City will obtain and pay for all permits and licenses as
provided for in the Supplementary Conditions or Contract Documents. It will be the Contractor’s
responsibility to carry out the provisions of the permit. If the Contractor initiates changes to the
Contract and the City approves the changes, the Contractor is responsible for obtaining
clearances and coordinating with the appropriate regulatory agency. The City will not reimburse
the Contractor for any cost associated with these requirements of any City acquired permit. The
following are permits the City will obtain if required:
1. Texas Department of Transportation Permits
2. U.S. Army Corps of Engineers Permits
3. Texas Commission on Environmental Quality Permits
4. Railroad Company Permits
5. Texas Department of Licensing and Regulation (TDLR) Permits
C.Outstanding permits and licenses. The City anticipates acquisition of and/or access to permits
and licenses. Any outstanding permits and licenses are anticipated to be acquired in accordance
with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by
the Contractor in accordance with the Contract Documents must consider any outstanding
permits and licenses.
6.10 Laws and Regulations
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A. Contractor shall give all notices required by and shall comply with all Laws and Regulations
applicable to the performance of the Work. Except where otherwise expressly required by
applicable Laws and Regulations, the City shall not be responsible for monitoring Contractor’s
compliance with any Laws or Regulations.
B. If Contractor performs any Work knowing or having reason to know that it is contrary to Laws or
Regulations, Contractor shall bear all claims, costs, losses, and damages (including but not
limited to all fees and charges of engineers, architects, attorneys, and other professionals and all
court or arbitration or other dispute resolution costs) arising out of or relating to such Work.
However, it shall not be Contractor’s responsibility to make certain that the Specifications and
Drawings are in accordance with Laws and Regulations, but this shall not relieve Contractor of
Contractor’s obligations under Paragraph 3.02.
C. Changes in Laws or Regulations not known at the time of opening of Bids having an effect on
the cost or time of performance of the Work may be the subject of an adjustment in Contract
Price or Contract Time.
6.11 Taxes
A. On a contract awarded by the City, an organization which qualifies for exemption pursuant to
Texas Tax Code, Subchapter H (as amended), the Contractor may purchase, rent or lease all
materials, supplies and equipment used or consumed in the performance of this contract by
issuing to his supplier an exemption certificate in lieu of the tax, said exemption certificate to
comply with State Comptroller’s Rulings applicable to Texas Tax Code, Subchapter H. Any such
exemption certificate issued to the Contractor in lieu of the tax shall be subject to and shall
comply with all applicable rulings pertaining to the Texas Tax Code, Subchapter H.
B. Texas Tax permits and information may be obtained from:
1. Comptroller of Public Accounts
Sales Tax Division
Capitol Station
Austin, TX 78711; or
2. http://www.window.state.tx.us/taxinfo/taxforms/93-forms.html
6.12 Use of Site and Other Areas
A.Limitation on Use of Site and Other Areas:
1. Contractor shall confine construction equipment, the storage of materials and equipment, and
the operations of workers to the Site and other areas permitted by Laws and Regulations, and
shall not unreasonably encumber the Site and other areas with construction equipment or
other materials or equipment. Contractor shall assume full responsibility for any damage to
any such land or area, or to the owner or occupant thereof, or of any adjacent land or areas
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resulting from the performance of the Work.
2. At any time when, in the judgment of the City, the Contractor has obstructed, closed, or is
carrying on operations in a portion of a street, right-of-way, or easement greater than is
necessary for proper execution of the Work, the City may require the Contractor to finish the
section on which operations are in progress before work is commenced on any additional
area of the Site.
3. Construction equipment, spoil materials, supplies, forms, buildings, labs, or equipment and
supply storage buildings, or any other item that may be transported by flood flows, shall not
be stored within existing federal floodways during the course of the Work.
4. Should any Damage Claim be made by any such owner or occupant because of the
performance of the Work, Contractor shall promptly attempt to resolve the Damage Claim.
5.Pursuant to Paragraph 6.21, Contractor shall indemnify and hold harmless City, from
and against all claims, costs, losses, and damages arising out of or relating to any claim or
action, legal or equitable, brought by any such owner or occupant against City.
B.Removal of Debris During Performance of the Work: During the progress of the Work
Contractor shall keep the Site and other areas free from accumulations of waste materials,
rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other
debris shall conform to applicable Laws and Regulations.
C.Site Maintenance Cleaning: 24 hours after written notice is given to the Contractor that the
clean-up on the job site is proceeding in a manner unsatisfactory to the City, if the Contractor
fails to correct the unsatisfactory procedure, the City may take such direct action as the City
deems appropriate to correct the clean-up deficiencies cited to the Contractor in the written
notice (by letter or electronic communication), and the costs of such direct action, plus 25% of
such costs, shall be deducted from the monies due or to become due to the Contractor.
D.Final Site Cleaning: Prior to Final Acceptance of the Work, Contractor shall clean the Site and
the Work and make it ready for utilization by City or adjacent property owner. At the completion
of the Work Contractor shall remove from the Site all tools, appliances, construction equipment
and machinery, and surplus materials and shall restore to original condition or better all property
disturbed by the Work.
E.Loading Structures: Contractor shall not load nor permit any part of any structure to be loaded
in any manner that will endanger the structure, nor shall Contractor subject any part of the Work
or adjacent property to stresses or pressures that will endanger it.
6.13 Record Documents
A. Contractor shall maintain in a safe place at the Site or in a place designated by the Contractor and
approved by the City, one (1) record copy of all Drawings, Specifications, Addenda, Change
Orders, Field Orders, and written interpretations and clarifications in good order and annotated to
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show changes made during construction. These record documents together with all approved
Samples and a counterpart of all accepted Submittals will be available to City for reference.
Upon completion of the Work, these record documents, any operation and maintenance manuals,
and Submittals will be delivered to City prior to Final Inspection. Contractor shall include
accurate locations for buried and embedded items.
6.14 Safety and Protection
A. Contractor shall be solely responsible for initiating, maintaining and supervising all safety
precautions and programs in connection with the Work. Such responsibility does not relieve
Subcontractors of their responsibility for the safety of persons or property in the performance of
their work, nor for compliance with applicable safety Laws and Regulations. Contractor shall
take all necessary precautions for the safety of, and shall provide the necessary protection to
prevent damage, injury or loss to:
1. all persons on the Site or who may be affected by the Work;
2. all the Work and materials and equipment to be incorporated therein, whether in storage on
or off the Site; and
3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks,
pavements, roadways, structures, utilities, and Underground Facilities not designated for
removal, relocation, or replacement in the course of construction.
B. Contractor shall comply with all applicable Laws and Regulations relating to the safety of
persons or property, or to the protection of persons or property from damage, injury, or loss; and
shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall
notify owners of adjacent property and of Underground Facilities and other utility owners when
prosecution of the Work may affect them, and shall cooperate with them in the protection,
removal, relocation, and replacement of their property.
C. Contractor shall comply with the applicable requirements of City’s safety programs, if any.
D. Contractor shall inform City of the specific requirements of Contractor’s safety program, if any,
with which City’s employees and representatives must comply while at the Site.
E. All damage, injury, or loss to any property referred to in Paragraph 6.14.A.2 or 6.14.A.3 caused,
directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any
other individual or entity directly or indirectly employed by any of them to perform any of the
Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor.
F. Contractor’s duties and responsibilities for safety and for protection of the Work shall continue
until such time as all the Work is completed and City has accepted the Work.
6.15 Safety Representative
Contractor shall inform City in writing of Contractor’s designated safety representative at the Site.
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6.16 Hazard Communication Programs
Contractor shall be responsible for coordinating any exchange of material safety data sheets or other
hazard communication information required to be made available to or exchanged between or among
employers in accordance with Laws or Regulations.
6.17 Emergencies and/or Rectification
A. In emergencies affecting the safety or protection of persons or the Work or property at the Site or
adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss.
Contractor shall give City prompt written notice if Contractor believes that any significant
changes in the Work or variations from the Contract Documents have been caused thereby or are
required as a result thereof. If City determines that a change in the Contract Documents is
required because of the action taken by Contractor in response to such an emergency, a Change
Order may be issued.
B. Should the Contractor fail to respond to a request from the City to rectify any discrepancies,
omissions, or correction necessary to conform with the requirements of the Contract Documents,
the City shall give the Contractor written notice that such work or changes are to be performed.
The written notice shall direct attention to the discrepant condition and request the Contractor to
take remedial action to correct the condition. In the event the Contractor does not take positive
steps to fulfill this written request, or does not show just cause for not taking the proper action,
within 24 hours, the City may take such remedial action with City resources or by contract. The
City shall deduct an amount equal to the entire costs for such remedial action, plus 25%, from
any funds due or become due the Contractor on the Project.
6.18 Submittals
A. Contractor shall submit required Submittals to City for review and acceptance in accordance
with the accepted Schedule of Submittals (as required by Paragraph 2.07). Each submittal will be
identified as City may require.
1. Submit in accordance with the General Requirements.
2. Data shown on the Submittals will be complete with respect to quantities, dimensions,
specified performance and design criteria, materials, and similar data, to demonstrate to City
the services, materials, and equipment Contractor proposes to provide, and to enable City to
review the information for the limited purposes required by Paragraph 6.18.C.
3. Submittals submitted as herein provided by Contractor and reviewed by City for
conformance with the design concept shall be executed in conformity with the Contract
Documents unless otherwise required by City.
4. When Submittals are submitted for the purpose of showing the installation in greater detail,
their review shall not excuse Contractor from requirements shown on the Drawings and
Specifications.
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5. For-Information-Only submittals upon which the City is not expected to conduct review or
take responsive action may be so identified in the Contract Documents.
6. Submit required number of Samples specified in the Specifications.
7. Clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers,
the use for which intended and other data as City may require to enable City to review the
submittal for the limited purposes required by Paragraph 6.18.C.
B. Where a Submittal is required by the Contract Documents or the Schedule of Submittals, any
related Work performed prior to City’s review and acceptance of the pertinent submittal will be
at the sole expense and responsibility of Contractor.
C.City’s Review:
1. City will provide timely review of required Submittals in accordance with the Schedule of
Submittals acceptable to City. City’s review and acceptance will be only to determine if the
items covered by the submittals will, after installation or incorporation in the Work, conform
to the information given in the Contract Documents and be compatible with the design
concept of the completed Project as a functioning whole as indicated by the Contract
Documents.
2. City’s review and acceptance will not extend to means, methods, techniques, sequences, or
procedures of construction (except where a particular means, method, technique, sequence,
or procedure of construction is specifically and expressly called for by the Contract
Documents) or to safety precautions or programs incident thereto. The review and acceptance
of a separate item as such will not indicate approval of the assembly in which the item
functions.
3. City’s review and acceptance shall not relieve Contractor from responsibility for any
variation from the requirements of the Contract Documents unless Contractor has complied
with the requirements of Section 01 33 00 and City has given written acceptance of each
such variation by specific written notation thereof incorporated in or accompanying the
Submittal. City’s review and acceptance shall not relieve Contractor from responsibility for
complying with the requirements of the Contract Documents.
6.19 Continuing the Work
Except as otherwise provided, Contractor shall carry on the Work and adhere to the Project Schedule
during all disputes or disagreements with City. No Work shall be delayed or postponed pending
resolution of any disputes or disagreements, except as City and Contractor may otherwise agree in
writing.
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6.20 Contractor’s General Warranty and Guarantee
A. Contractor warrants and guarantees to City that all Work will be in accordance with the Contract
Documents and will not be defective. City and its officers, directors, members, partners,
employees, agents, consultants, and subcontractors shall be entitled to rely on representation of
Contractor’s warranty and guarantee.
B. Contractor’s warranty and guarantee hereunder excludes defects or damage caused by:
1. abuse, modification, or improper maintenance or operation by persons other than Contractor,
Subcontractors, Suppliers, or any other individual or entity for whom Contractor is
responsible; or
2. normal wear and tear under normal usage.
C. Contractor’s obligation to perform and complete the Work in accordance with the Contract
Documents shall be absolute. None of the following will constitute an acceptance of Work that is
not in accordance with the Contract Documents or a release of Contractor’s obligation to perform
the Work in accordance with the Contract Documents:
1. observations by City;
2. recommendation or payment by City of any progress or final payment;
3. the issuance of a certificate of Final Acceptance by City or any payment related thereto by
City;
4. use or occupancy of the Work or any part thereof by City;
5. any review and acceptance of a Submittal by City;
6. any inspection, test, or approval by others; or
7. any correction of defective Work by City.
D. The Contractor shall remedy any defects or damages in the Work and pay for any damage to
other work or property resulting therefrom which shall appear within a period of two (2) years
from the date of Final Acceptance of the Work unless a longer period is specified and shall
furnish a good and sufficient maintenance bond, complying with the requirements of Article
5.02.B. The City will give notice of observed defects with reasonable promptness.
6.21 Indemnification
A.Contractor covenants and agrees to indemnify, hold harmless and defend, at its own
expense, the City, its officers, servants and employees, from and against any and all claims
arising out of, or alleged to arise out of, the work and services to be performed by the
Contractor, its officers, agents, employees, subcontractors, licenses or invitees under this
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Contract. THIS INDEMNIFICATION PROVISION IS SPECIFICALLY INTENDED TO
OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT ALL
OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED, IN WHOLE OR IN
PART, BY ANY ACT, OMISSION OR NEGLIGENCE OF THE CITY. This indemnity
provision is intended to include, without limitation, indemnity for costs, expenses and legal
fees incurred by the City in defending against such claims and causes of actions.
B.Contractor covenants and agrees to indemnify and hold harmless, at its own expense, the
City, its officers, servants and employees, from and against any and all loss, damage or
destruction of property of the City, arising out of, or alleged to arise out of, the work and
services to be performed by the Contractor, its officers, agents, employees, subcontractors,
licensees or invitees under this Contract. THIS INDEMNIFICATION PROVISION IS
SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS
ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT
WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT, OMISSION OR
NEGLIGENCE OF THE CITY.
6.22 Delegation of Professional Design Services
A. Contractor will not be required to provide professional design services unless such services are
specifically required by the Contract Documents for a portion of the Work or unless such
services are required to carry out Contractor’s responsibilities for construction means, methods,
techniques, sequences and procedures.
B. If professional design services or certifications by a design professional related to systems,
materials or equipment are specifically required of Contractor by the Contract Documents, City
will specify all performance and design criteria that such services must satisfy. Contractor shall
cause such services or certifications to be provided by a properly licensed professional, whose
signature and seal shall appear on all drawings, calculations, specifications, certifications, and
Submittals prepared by such professional. Submittals related to the Work designed or certified by
such professional, if prepared by others, shall bear such professional’s written approval when
submitted to City.
C. City shall be entitled to rely upon the adequacy, accuracy and completeness of the services,
certifications or approvals performed by such design professionals, provided City has specified
to Contractor performance and design criteria that such services must satisfy.
D. Pursuant to this Paragraph 6.22, City’s review and acceptance of design calculations and design
drawings will be only for the limited purpose of checking for conformance with performance and
design criteria given and the design concept expressed in the Contract Documents. City’s review
and acceptance of Submittals (except design calculations and design drawings) will be only for
the purpose stated in Paragraph 6.18.C.
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6.23 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. 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.
6.24 Nondiscrimination
A. The City is responsible for operating Public Transportation Programs and implementing transit-
related projects, which are funded in part with Federal financial assistance awarded by the U.S.
Department of Transportation and the Federal Transit Administration (FTA), without
discriminating against any person in the United States on the basis of race, color, or national
origin.
B.Title VI, Civil Rights Act of 1964 as amended: Contractor shall comply with the requirements of
the Act and the Regulations as further defined in the Supplementary Conditions for any project
receiving Federal assistance.
ARTICLE 7 – OTHER WORK AT THE SITE
7.01 Related Work at Site
A. City may perform other work related to the Project at the Site with City’s employees, or other
City contractors, or through other direct contracts therefor, or have other work performed by
utility owners. If such other work is not noted in the Contract Documents, then written notice
thereof will be given to Contractor prior to starting any such other work; and
B. Contractor shall afford each other contractor who is a party to such a direct contract, each utility
owner, and City, if City is performing other work with City’s employees or other City
contractors, proper and safe access to the Site, provide a reasonable opportunity for the
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introduction and storage of materials and equipment and the execution of such other work, and
properly coordinate the Work with theirs. Contractor shall do all cutting, fitting, and patching of
the Work that may be required to properly connect or otherwise make its several parts come
together and properly integrate with such other work. Contractor shall not endanger any work of
others by cutting, excavating, or otherwise altering such work; provided, however, that
Contractor may cut or alter others' work with the written consent of City and the others whose
work will be affected.
C. If the proper execution or results of any part of Contractor’s Work depends upon work performed
by others under this Article 7, Contractor shall inspect such other work and promptly report to
City in writing any delays, defects, or deficiencies in such other work that render it unavailable
or unsuitable for the proper execution and results of Contractor’s Work. Contractor’s failure to so
report will constitute an acceptance of such other work as fit and proper for integration with
Contractor’s Work except for latent defects in the work provided by others.
7.02 Coordination
A. If City intends to contract with others for the performance of other work on the Project at the
Site, the following will be set forth in Supplementary Conditions:
1. the individual or entity who will have authority and responsibility for coordination of the
activities among the various contractors will be identified;
2. the specific matters to be covered by such authority and responsibility will be itemized; and
3. the extent of such authority and responsibilities will be provided.
B. Unless otherwise provided in the Supplementary Conditions, City shall have authority for such
coordination.
ARTICLE 8 – CITY’S RESPONSIBILITIES
8.01 Communications to Contractor
Except as otherwise provided in the Supplementary Conditions, City shall issue all communications
to Contractor.
8.02 Furnish Data
City shall timely furnish the data required under the Contract Documents.
8.03 Pay When Due
City shall make payments to Contractor in accordance with Article 14.
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8.04 Lands and Easements; Reports and Tests
City’s duties with respect to providing lands and easements and providing engineering surveys to
establish reference points are set forth in Paragraphs 4.01 and 4.05. Paragraph 4.02 refers to City’s
identifying and making available to Contractor copies of reports of explorations and tests of
subsurface conditions and drawings of physical conditions relating to existing surface or subsurface
structures at or contiguous to the Site that have been utilized by City in preparing the Contract
Documents.
8.05 Change Orders
City shall execute Change Orders in accordance with Paragraph 10.03.
8.06 Inspections, Tests, and Approvals
City’s responsibility with respect to certain inspections, tests, and approvals is set forth in Paragraph
13.03.
8.07 Limitations on City’s Responsibilities
A. The City shall not supervise, direct, or have control or authority over, nor be responsible for,
Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety
precautions and programs incident thereto, or for any failure of Contractor to comply with Laws
and Regulations applicable to the performance of the Work. City will not be responsible for
Contractor’s failure to perform the Work in accordance with the Contract Documents.
B. City will notify the Contractor of applicable safety plans pursuant to Paragraph 6.14.
8.08 Undisclosed Hazardous Environmental Condition
City’s responsibility with respect to an undisclosed Hazardous Environmental Condition is set forth
in Paragraph 4.06.
8.09 Compliance with Safety Program
While at the Site, City’s employees and representatives shall comply with the specific applicable
requirements of Contractor’s safety programs of which City has been informed pursuant to
Paragraph 6.14.
ARTICLE 9 – CITY’S OBSERVATION STATUS DURING CONSTRUCTION
9.01 City’s Project Manager or Duly Authorized Representative
City will provide a Project Manager or duly authorized representative during the construction
period. The duties and responsibilities and the limitations of authority of City’s Project Manager or
duly appointed representative during construction are set forth in the Contract Documents. City’s
Project Manager for this Contract is as set forth in the Supplementary Conditions. City will establish
a duly authorized representative at the Preconstruction Meeting in accordance with Section 01 31 19.
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9.02 Visits to Site
A. City will make visits to the Site at intervals appropriate to the various stages of construction as
City deems necessary in order to observe the progress that has been made and the quality of
the various aspects of Contractor’s executed Work. Based on information obtained during
such visits and observations, City will determine, in general, if the Work is proceeding in
accordance with the Contract Documents. City will not be required to make exhaustive or
continuous inspections on the Site to check the quality or quantity of the Work. City’s efforts
will be directed toward providing City a greater degree of confidence that the completed Work
will conform generally to the Contract Documents.
B. City’s visits and observations are subject to all the limitations on authority and responsibility set
forth in Paragraph 8.07. Particularly, but without limitation, during or as a result of City’s visits
or observations of Contractor’s Work, City will not supervise, direct, control, or have authority
over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures
of construction, or the safety precautions and programs incident thereto, or for any failure of
Contractor to comply with Laws and Regulations applicable to the performance of the Work.
9.03 Authorized Variations in Work
City’s Project Manager or duly authorized representative may authorize minor variations in the
Work from the requirements of the Contract Documents which do not involve an adjustment in the
Contract Price or the Contract Time and are compatible with the design concept of the completed
Project as a functioning whole as indicated by the Contract Documents. These may be accomplished
by a Field Order and will be binding on City and also on Contractor, who shall perform the Work
involved promptly.
9.04 Rejecting Defective Work
City will have authority to reject Work which City’s Project Manager or duly authorized
representative believes to be defective, or will not produce a completed Project that conforms to the
Contract Documents or that will prejudice the integrity of the design concept of the completed
Project as a functioning whole as indicated by the Contract Documents. City will have authority to
conduct special inspection or testing of the Work as provided in Article 13, whether or not the Work
is fabricated, installed, or completed.
9.05 Determinations for Work Performed
Contractor will determine the actual quantities and classifications of Work performed. City’s Project
Manager or duly authorized representative will review with Contractor the preliminary
determinations on such matters before rendering a written recommendation. City’s written decision
will be final (except as modified to reflect changed factual conditions or more accurate data).
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9.06 Decisions on Requirements of Contract Documents and Acceptability of Work
A. City will be the initial interpreter of the requirements of the Contract Documents and judge of the
acceptability of the Work thereunder.
B. City will render a written decision on any issue referred.
C. City’s written decision on the issue referred will be final and binding on the Contractor, subject
to the provisions of Paragraph 10.06.
ARTICLE 10 – CHANGES IN THE WORK; CLAIMS; EXTRA WORK
10.01 Authorized Changes in the Work
A. Without invalidating the Contract and without notice to any surety, City may, at any time or from
time to time, order Extra Work. Upon notice of such Extra Work, Contractor shall proceed with
the Work involved only upon receiving written notice from City. Extra Work will be performed
under the applicable conditions of the Contract Documents (except as otherwise specifically
provided). Extra Work shall be memorialized by a Change Order which may or may not precede
an order of Extra work.
B. For minor changes of Work not requiring changes to Contract Time or Contract Price, a Field
Order may be issued by the City.
10.02 Unauthorized Changes in the Work
Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract
Time with respect to any work performed that is not required by the Contract Documents as
amended, modified, or supplemented as provided in Paragraph 3.04, except in the case of an
emergency as provided in Paragraph 6.17.
10.03 Execution of Change Orders
A. City and Contractor shall execute appropriate Change Orders covering:
1. changes in the Work which are: (i) ordered by City pursuant to Paragraph 10.01.A, (ii)
required because of acceptance of defective Work under Paragraph 13.08 or City’s correction
of defective Work under Paragraph 13.09, or (iii) agreed to by the parties;
2. changes in the Contract Price or Contract Time which are agreed to by the parties, including
any undisputed sum or amount of time for Work actually performed.
10.04 Dispute of Extra Work
A. Should a difference arise as to what does or does not constitute Extra Work, or as to the payment
thereof, and the City insists upon its performance, the Contractor shall proceed with the work
after making written request for written orders and shall keep accurate account of the actual
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reasonable cost thereof. Contract Claims regarding Extra Work shall be made pursuant to
Paragraph 10.06.
B. The Contractor shall furnish the City such installation records of all deviations from the original
Contract Documents as may be necessary to enable the City to prepare for permanent record a
corrected set of plans showing the actual installation.
C. The compensation agreed upon for Extra Work whether or not initiated by a Change Order shall
be a full, complete and final payment for all costs Contractor incurs as a result or relating to the
change or Extra Work, whether said costs are known, unknown, foreseen or unforeseen at that
time, including without limitation, any costs for delay, extended overhead, ripple or impact cost,
or any other effect on changed or unchanged work as a result of the change or Extra Work.
10.05 Notification to Surety
If the provisions of any bond require notice to be given to a surety of any change affecting the
general scope of the Work or the provisions of the Contract Documents (including, but not limited
to, Contract Price or Contract Time), the giving of any such notice will be Contractor’s
responsibility. The amount of each applicable bond will be adjusted by the Contractor to reflect the
effect of any such change.
10.06 Contract Claims Process
A. City’s Decision Required: All Contract Claims, except those waived pursuant to Paragraph 14.09,
shall be referred to the City for decision. A decision by City shall be required as a condition
precedent to any exercise by Contractor of any rights or remedies he may otherwise have under
the Contract Documents or by Laws and Regulations in respect of such Contract Claims.
B.Notice:
1. Written notice stating the general nature of each Contract Claim shall be delivered by the
Contractor to City no later than 15 days after the start of the event giving rise thereto. The
responsibility to substantiate a Contract Claim shall rest with the party making the Contract
Claim.
2. Notice of the amount or extent of the Contract Claim, with supporting data shall be delivered
to the City on or before 45 days from the start of the event giving rise thereto (unless the City
allows additional time for Contractor to submit additional or more accurate data in support of
such Contract Claim).
3. A Contract Claim for an adjustment in Contract Price shall be prepared in accordance with
the provisions of Paragraph 12.01.
4. A Contract Claim for an adjustment in Contract Time shall be prepared in accordance with
the provisions of Paragraph 12.02.
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5. Each Contract Claim shall be accompanied by Contractor’s written statement that the
adjustment claimed is the entire adjustment to which the Contractor believes it is entitled as a
result of said event.
6. The City shall submit any response to the Contractor within 30 days after receipt of the
claimant’s last submittal (unless Contract allows additional time).
C.City’s Action: City will review each Contract Claim and, within 30 days after receipt of the last
submittal of the Contractor, if any, take one of the following actions in writing:
1. deny the Contract Claim in whole or in part;
2. approve the Contract Claim; or
3. notify the Contractor that the City is unable to resolve the Contract Claim if, in the City’s
sole discretion, it would be inappropriate for the City to do so. For purposes of further
resolution of the Contract Claim, such notice shall be deemed a denial.
D. City’s written action under Paragraph 10.06.C will be final and binding, unless City or
Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such
action or denial.
E. No Contract Claim for an adjustment in Contract Price or Contract Time will be valid if not
submitted in accordance with this Paragraph 10.06.
F. If the City fails to take any action pursuant to Paragraph 10.06 (C) the contract Claim is
considered to have been denied by the City.
ARTICLE 11 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK; PLANS
QUANTITY MEASUREMENT
11.01 Cost of the Work
A.Costs Included: The term Cost of the Work means the sum of all costs, except those excluded in
Paragraph 11.01.B, necessarily incurred and paid by Contractor in the proper performance of the
Work. When the value of any Work covered by a Change Order, the costs to be reimbursed to
Contractor will be only those additional or incremental costs required because of the change in
the Work. Such costs shall not include any of the costs itemized in Paragraph 11.01.B, and shall
include but not be limited to the following items:
1. Payroll costs for employees in the direct employ of Contractor in the performance of the
Work under schedules of job classifications agreed upon by City and Contractor. Such
employees shall include, without limitation, superintendents, foremen, and other personnel
employed full time on the Work. Payroll costs for employees not employed full time on the
Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall
include;
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a. salaries and wages plus the cost of fringe benefits, which shall include social security
contributions, unemployment, excise, and payroll taxes, workers’ compensation, health
and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto.
The expenses of performing Work outside of Regular Working Hours, Weekend
Working Hours, or legal holidays, shall be included in the above to the extent authorized
by City.
2. Cost of all materials and equipment furnished and incorporated in the Work, including costs
of transportation and storage thereof, and Suppliers’ field services required in connection
therewith.
3. Rentals of all construction equipment and machinery, and the parts thereof whether rented
from Contractor or others in accordance with rental agreements approved by City, and the
costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All
such costs shall be in accordance with the terms of said rental agreements. The rental of any
such equipment, machinery, or parts shall cease when the use thereof is no longer necessary
for the Work.
4. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If
required by City, Contractor shall obtain competitive bids from subcontractors acceptable to
City and Contractor and shall deliver such bids to City, who will then determine, which bids,
if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on
the basis of Cost of the Work plus a fee, the Subcontractor’s Cost of the Work and fee shall
be determined in the same manner as Contractor’s Cost of the Work and fee as provided in
this Paragraph 11.01.
5. Costs of special consultants (including but not limited to engineers, architects, testing
laboratories, surveyors, attorneys, and accountants) employed for services specifically related
to the Work.
6. Supplemental costs including the following:
a. The proportion of necessary transportation, travel, and subsistence expenses of
Contractor’s employees incurred in discharge of duties connected with the Work.
b. Cost, including transportation and maintenance, of all materials, supplies, equipment,
machinery, appliances, office, and temporary facilities at the Site, and hand tools not
owned by the workers, which are consumed in the performance of the Work, and cost,
less market value, of such items used but not consumed which remain the property of
Contractor.
c. Sales, consumer, use, and other similar taxes related to the Work, and for which
Contractor is liable not covered under Paragraph 6.11, as imposed by Laws and
Regulations.
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d. Deposits lost for causes other than negligence of Contractor, any Subcontractor, or
anyone directly or indirectly employed by any of them or for whose acts any of them may
be liable, and royalty payments and fees for permits and licenses.
e. Losses and damages (and related expenses) caused by damage to the Work, not
compensated by insurance or otherwise, sustained by Contractor in connection with the
performance of the Work, provided such losses and damages have resulted from causes
other than the negligence of Contractor, any Subcontractor, or anyone directly or
indirectly employed by any of them or for whose acts any of them may be liable. Such
losses shall include settlements made with the written consent and approval of City. No
such losses, damages, and expenses shall be included in the Cost of the Work for the
purpose of determining Contractor’s fee.
f. The cost of utilities, fuel, and sanitary facilities at the Site.
g. Minor expenses such as telegrams, long distance telephone calls, telephone and
communication services at the Site, express and courier services, and similar petty cash
items in connection with the Work.
h. The costs of premiums for all bonds and insurance Contractor is required by the Contract
Documents to purchase and maintain.
B.Costs Excluded: The term Cost of the Work shall not include any of the following items:
1. Payroll costs and other compensation of Contractor’s officers, executives, principals (of
partnerships and sole proprietorships), general managers, safety managers, engineers,
architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents,
expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the
Site or in Contractor’s principal or branch office for general administration of the Work and
not specifically included in the agreed upon schedule of job classifications referred to in
Paragraph 11.01.A.1 or specifically covered by Paragraph 11.01.A.4, all of which are to be
considered administrative costs covered by the Contractor’s fee.
2. Expenses of Contractor’s principal and branch offices other than Contractor’s office at the
Site.
3. Any part of Contractor’s capital expenses, including interest on Contractor’s capital
employed for the Work and charges against Contractor for delinquent payments.
4. Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indirectly
employed by any of them or for whose acts any of them may be liable, including but not
limited to, the correction of defective Work, disposal of materials or equipment wrongly
supplied, and making good any damage to property.
5. Other overhead or general expense costs of any kind.
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C.Contractor’s Fee: When all the Work is performed on the basis of cost-plus, Contractor’s fee
shall be determined as set forth in the Agreement. When the value of any Work covered by a
Change Order for an adjustment in Contract Price is determined on the basis of Cost of the
Work, Contractor’s fee shall be determined as set forth in Paragraph 12.01.C.
D.Documentation: Whenever the Cost of the Work for any purpose is to be determined pursuant to
Paragraphs 11.01.A and 11.01.B, Contractor will establish and maintain records thereof in
accordance with generally accepted accounting practices and submit in a form acceptable to City
an itemized cost breakdown together with supporting data.
11.02 Allowances
A.Specified Allowance: It is understood that Contractor has included in the Contract Price all
allowances so named in the Contract Documents and shall cause the Work so covered to be
performed for such sums and by such persons or entities as may be acceptable to City.
B.Cash Allowances:
1. Contractor agrees that:
a. the cash allowances include the cost to Contractor (less any applicable trade discounts)
of materials and equipment required by the allowances to be delivered at the Site, and all
applicable taxes; and
b. Contractor’s costs for unloading and handling on the Site, labor, installation, overhead,
profit, and other expenses contemplated for the cash allowances have been included in
the allowances, and no demand for additional payment on account of any of the
foregoing will be valid.
C.Contingency Allowance: Contractor agrees that a contingency allowance, if any, is for the sole
use of City.
D. Prior to final payment, an appropriate Change Order will be issued to reflect actual amounts due
Contractor on account of Work covered by allowances, and the Contract Price shall be
correspondingly adjusted.
11.03 Unit Price Work
A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work,
initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to
the sum of the unit price for each separately identified item of Unit Price Work times the
estimated quantity of each item as indicated in the Agreement.
B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the
purpose of comparison of Bids and determining an initial Contract Price. Determinations of the
actual quantities and classifications of Unit Price Work performed by Contractor will be made by
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City subject to the provisions of Paragraph 9.05.
C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to
cover Contractor’s overhead and profit for each separately identified item. Work described in the
Contract Documents, or reasonably inferred as required for a functionally complete installation,
but not identified in the listing of unit price items shall be considered incidental to unit price
work listed and the cost of incidental work included as part of the unit price.
D. City may make an adjustment in the Contract Price in accordance with Paragraph 12.01 if:
1. the quantity of any item of Unit Price Work performed by Contractor differs materially and
significantly from the estimated quantity of such item indicated in the Agreement; and
2. there is no corresponding adjustment with respect to any other item of Work.
E.Increased or Decreased Quantities: The City reserves the right to order Extra Work in
accordance with Paragraph 10.01.
1. If the changes in quantities or the alterations do not significantly change the character of
work under the Contract Documents, the altered work will be paid for at the Contract unit
price.
2. If the changes in quantities or alterations significantly change the character of work, the
Contract will be amended by a Change Order.
3. If no unit prices exist, this will be considered Extra Work and the Contract will be amended
by a Change Order in accordance with Article 12.
4. A significant change in the character of work occurs when:
a. the character of work for any Item as altered differs materially in kind or nature from that
in the Contract or
b. a Major Item of work varies by more than 25% from the original Contract quantity.
5. When the quantity of work to be done under any Major Item of the Contract is more than
125% of the original quantity stated in the Contract, then either party to the Contract may
request an adjustment to the unit price on the portion of the work that is above 125%.
6. When the quantity of work to be done under any Major Item of the Contract is less than 75%
of the original quantity stated in the Contract, then either party to the Contract may request
an adjustment to the unit price.
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11.04 Plans Quantity Measurement for Unclassified Excavation or Embankment
A. Plans quantities may or may not represent the exact quantity of work performed or material
moved, handled, or placed during the execution of the Contract. The estimated bid quantities are
designated as final payment quantities, unless revised by the governing Section or this Article.
B. If the quantity measured as outlined under “Price and Payment Procedures” varies by more than
25% (or as stipulated under “Price and Payment Procedures” for specific Items) from the total
estimated quantity for an individual Item originally shown in the Contract Documents, an
adjustment may be made to the quantity of authorized work done for payment purposes. The
party to the Contract requesting the adjustment will provide field measurements and calculations
showing the final quantity for which payment will be made. Payment for revised quantity will be
made at the unit price bid for that Item, except as provided for in Article 10.
C. When quantities are revised by a change in design approved by the City, by Change Order, or to
correct an error, or to correct an error on the plans, the plans quantity will be increased or
decreased by the amount involved in the change, and the 25% variance will apply to the new
plans quantity.
D. If the total Contract quantity multiplied by the unit price bid for an individual Item is less than
$250 and the Item is not originally a plans quantity Item, then the Item may be paid as a plans
quantity Item if the City and Contractor agree in writing to fix the final quantity as a plans
quantity.
E. For callout work or non-site specific Contracts, the plans quantity measurement requirements are
not applicable.
ARTICLE 12 – CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIME
12.01 Change of Contract Price
A. The Contract Price may only be changed by a Change Order.
B. The value of any Work covered by a Change Order will be determined as follows:
1. where the Work involved is covered by unit prices contained in the Contract Documents, by
application of such unit prices to the quantities of the items involved (subject to the
provisions of Paragraph 11.03); or
2. where the Work involved is not covered by unit prices contained in the Contract Documents,
by a mutually agreed lump sum or unit price (which may include an allowance for overhead
and profit not necessarily in accordance with Paragraph 12.01.C.2), and shall include the cost
of any secondary impacts that are foreseeable at the time of pricing the cost of Extra Work;
or
3. where the Work involved is not covered by unit prices contained in the Contract Documents
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and agreement to a lump sum or unit price is not reached under Paragraph 12.01.B.2, on the
basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus a
Contractor’s fee for overhead and profit (determined as provided in Paragraph 12.01.C).
C.Contractor’s Fee: The Contractor’s additional fee for overhead and profit shall be determined as
follows:
1. a mutually acceptable fixed fee; or
2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various
portions of the Cost of the Work:
a. for costs incurred under Paragraphs 11.01.A.1, 11.01.A.2. and 11.01.A.3, the
Contractor’s additional fee shall be 15 percent except for:
1) rental fees for Contractor’s own equipment using standard rental rates;
2) bonds and insurance;
b. for costs incurred under Paragraph 11.01.A.4 and 11.01.A.5, the Contractor’s fee shall be
five percent (5%);
1) where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee
and no fixed fee is agreed upon, the intent of Paragraphs 12.01.C.2.a and
12.01.C.2.b is that the Subcontractor who actually performs the Work, at whatever
tier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor under
Paragraphs 11.01.A.1 and 11.01.A.2 and that any higher tier Subcontractor and
Contractor will each be paid a fee of five percent (5%) of the amount paid to the next
lower tier Subcontractor, however in no case shall the cumulative total of fees paid be
in excess of 25%;
c. no fee shall be payable on the basis of costs itemized under Paragraphs 11.01.A.6, and
11.01.B;
d. the amount of credit to be allowed by Contractor to City for any change which results in
a net decrease in cost will be the amount of the actual net decrease in cost plus a
deduction in Contractor’s fee by an amount equal to five percent (5%) of such net
decrease.
12.02 Change of Contract Time
A. The Contract Time may only be changed by a Change Order.
B. No extension of the Contract Time will be allowed for Extra Work or for claimed delay unless
the Extra Work contemplated or claimed delay is shown to be on the critical path of the Project
Schedule or Contractor can show by Critical Path Method analysis how the Extra Work or
claimed delay adversely affects the critical path.
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12.03 Delays
A. Where Contractor is reasonably delayed in the performance or completion of any part of the
Work within the Contract Time due to delay beyond the control of Contractor, the Contract Time
may be extended in an amount equal to the time lost due to such delay if a Contract Claim is
made therefor. Delays beyond the control of Contractor shall include, but not be limited to, acts
or neglect by City, acts or neglect of utility owners or other contractors performing other work as
contemplated by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God.
Such an adjustment shall be Contractor’s sole and exclusive remedy for the delays described in
this Paragraph.
B. If Contractor is delayed, City shall not be liable to Contractor for any claims, costs, losses, or
damages (including but not limited to all fees and charges of engineers, architects, attorneys, and
other professionals and all court or arbitration or other dispute resolution costs) sustained by
Contractor on or in connection with any other project or anticipated project.
C. Contractor shall not be entitled to an adjustment in Contract Price or Contract Time for delays
within the control of Contractor. Delays attributable to and within the control of a Subcontractor
or Supplier shall be deemed to be delays within the control of Contractor.
D. The Contractor shall receive no compensation for delays or hindrances to the Work, except when
direct and unavoidable extra cost to the Contractor is caused by the failure of the City to provide
information or material, if any, which is to be furnished by the City.
ARTICLE 13 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF
DEFECTIVE WORK
13.01 Notice of Defects
Notice of all defective Work of which City has actual knowledge will be given to Contractor.
Defective Work may be rejected, corrected, or accepted as provided in this Article 13.
13.02 Access to Work
City, independent testing laboratories, and governmental agencies with jurisdictional interests will
have access to the Site and the Work at reasonable times for their observation, inspection, and
testing. Contractor shall provide them proper and safe conditions for such access and advise them of
Contractor’s safety procedures and programs so that they may comply therewith as applicable.
13.03 Tests and Inspections
A. Contractor shall give City timely notice of readiness of the Work for all required inspections,
tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required
inspections or tests.
B. If Contract Documents, Laws or Regulations of any public body having jurisdiction require any
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of the Work (or part thereof) to be inspected, tested, or approved, Contractor shall assume full
responsibility for arranging and obtaining such independent inspections, tests, retests or
approvals, pay all costs in connection therewith, and furnish City the required certificates of
inspection or approval; excepting, however, those fees specifically identified in the
Supplementary Conditions or any Texas Department of Licensure and Regulation (TDLR)
inspections, which shall be paid as described in the Supplementary Conditions.
C. Contractor shall be responsible for arranging and obtaining and shall pay all costs in connection
with any inspections, tests, re-tests, or approvals required for City’s acceptance of materials or
equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment
submitted for approval prior to Contractor’s purchase thereof for incorporation in the Work.
Such inspections, tests, re-tests, or approvals shall be performed by organizations acceptable to
City.
D. City may arrange for the services of an independent testing laboratory (“Testing Lab”) to
perform any inspections or tests (“Testing”) for any part of the Work, as determined solely by
City.
1. City will coordinate such Testing to the extent possible, with Contractor;
2. Should any Testing under this Section 13.03 D result in a “fail”, “did not pass” or other
similar negative result, the Contractor shall be responsible for paying for any and all retests.
Contractor’s cancellation without cause of City initiated Testing shall be deemed a negative
result and require a retest.
3. Any amounts owed for any retest under this Section 13.03 D shall be paid directly to the
Testing Lab by Contractor. City will forward all invoices for retests to Contractor.
4. If Contractor fails to pay the Testing Lab, City will not issue Final Payment until the Testing
Lab is paid.
E. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by
Contractor without written concurrence of City, Contractor shall, if requested by City, uncover
such Work for observation.
F. Uncovering Work as provided in Paragraph 13.03.E shall be at Contractor’s expense.
G. Contractor shall have the right to make a Contract Claim regarding any retest or invoice issued
under Section 13.03 D.
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13.04 Uncovering Work
A. If any Work is covered contrary to the Contract Documents or specific instructions by the City, it
must, if requested by City, be uncovered for City’s observation and replaced at Contractor’s
expense.
B. If City considers it necessary or advisable that covered Work be observed by City or inspected or
tested by others, Contractor, at City’s request, shall uncover, expose, or otherwise make available
for observation, inspection, or testing as City may require, that portion of the Work in question,
furnishing all necessary labor, material, and equipment.
1. If it is found that the uncovered Work is defective, Contractor shall pay all claims, costs,
losses, and damages (including but not limited to all fees and charges of engineers, architects,
attorneys, and other professionals and all court or other dispute resolution costs) arising out
of or relating to such uncovering, exposure, observation, inspection, and testing, and of
satisfactory replacement or reconstruction (including but not limited to all costs of repair or
replacement of work of others); or City shall be entitled to accept defective Work in
accordance with Paragraph 13.08 in which case Contractor shall still be responsible for all
costs associated with exposing, observing, and testing the defective Work.
2. If the uncovered Work is not found to be defective, Contractor shall be allowed an
extension of the Contract Time directly attributable to such uncovering, exposure,
observation, inspection, testing, replacement, and reconstruction.
13.05 City May Stop the Work
If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials
or equipment, or fails to perform the Work in such a way that the completed Work will conform to
the Contract Documents, City may order Contractor to stop the Work, or any portion thereof, until
the cause for such order has been eliminated; however, this right of City to stop the Work shall not
give rise to any duty on the part of City to exercise this right for the benefit of Contractor, any
Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of
any of them.
13.06 Correction or Removal of Defective Work
A. Promptly after receipt of written notice, Contractor shall correct all defective Work pursuant to
an acceptable schedule, whether or not fabricated, installed, or completed, or, if the Work has
been rejected by City, remove it from the Project and replace it with Work that is not defective.
Contractor shall pay all claims, costs, additional testing, losses, and damages (including but not
limited to all fees and charges of engineers, architects, attorneys, and other professionals and all
court or arbitration or other dispute resolution costs) arising out of or relating to such correction
or removal (including but not limited to all costs of repair or replacement of work of others).
Failure to require the removal of any defective Work shall not constitute acceptance of such
Work.
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B. When correcting defective Work under the terms of this Paragraph 13.06 or Paragraph 13.07,
Contractor shall take no action that would void or otherwise impair City’s special warranty and
guarantee, if any, on said Work.
13.07 Correction Period
A. If within two (2) years after the date of Final Acceptance (or such longer period of time as may
be prescribed by the terms of any applicable special guarantee required by the Contract
Documents), any Work is found to be defective, or if the repair of any damages to the land or
areas made available for Contractor’s use by City or permitted by Laws and Regulations as
contemplated in Paragraph 6.10.A is found to be defective, Contractor shall promptly, without
cost to City and in accordance with City’s written instructions:
1. repair such defective land or areas; or
2. correct such defective Work; or
3. if the defective Work has been rejected by City, remove it from the Project and replace it
with Work that is not defective, and
4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work
of others or other land or areas resulting therefrom.
B. If Contractor does not promptly comply with the terms of City’s written instructions, or in an
emergency where delay would cause serious risk of loss or damage, City may have the defective
Work corrected or repaired or may have the rejected Work removed and replaced. All claims,
costs, losses, and damages (including but not limited to all fees and charges of engineers,
architects, attorneys, and other professionals and all court or other dispute resolution costs)
arising out of or relating to such correction or repair or such removal and replacement (including
but not limited to all costs of repair or replacement of work of others) will be paid by Contractor.
C. In special circumstances where a particular item of equipment is placed in continuous service
before Final Acceptance of all the Work, the correction period for that item may start to run from
an earlier date if so provided in the Contract Documents.
D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or
removed and replaced under this Paragraph 13.07, the correction period hereunder with respect
to such Work may be required to be extended for an additional period of one year after the end of
the initial correction period. City shall provide 30 days written notice to Contractor should such
additional warranty coverage be required. Contractor may dispute this requirement by filing a
Contract Claim, pursuant to Paragraph 10.06.
E. Contractor’s obligations under this Paragraph 13.07 are in addition to any other obligation or
warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for, or a
waiver of, the provisions of any applicable statute of limitation or repose.
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13.08 Acceptance of Defective Work
If, instead of requiring correction or removal and replacement of defective Work, City prefers to
accept it, City may do so. Contractor shall pay all claims, costs, losses, and damages (including but
not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all
court or other dispute resolution costs) attributable to City’s evaluation of and determination to
accept such defective Work and for the diminished value of the Work to the extent not otherwise
paid by Contractor. If any such acceptance occurs prior to Final Acceptance, a Change Order will be
issued incorporating the necessary revisions in the Contract Documents with respect to the Work,
and City shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished
value of Work so accepted.
13.09 City May Correct Defective Work
A. If Contractor fails within a reasonable time after written notice from City to correct defective
Work, or to remove and replace rejected Work as required by City in accordance with Paragraph
13.06.A, or if Contractor fails to perform the Work in accordance with the Contract Documents,
or if Contractor fails to comply with any other provision of the Contract Documents, City may,
after seven (7) days written notice to Contractor, correct, or remedy any such deficiency.
B. In exercising the rights and remedies under this Paragraph 13.09, City shall proceed
expeditiously. In connection with such corrective or remedial action, City may exclude
Contractor from all or part of the Site, take possession of all or part of the Work and suspend
Contractor’s services related thereto, and incorporate in the Work all materials and equipment
incorporated in the Work, stored at the Site or for which City has paid Contractor but which are
stored elsewhere. Contractor shall allow City, City’s representatives, agents, consultants,
employees, and City’s other contractors, access to the Site to enable City to exercise the rights
and remedies under this Paragraph.
C. All claims, costs, losses, and damages (including but not limited to all fees and charges of
engineers, architects, attorneys, and other professionals and all court or other dispute resolution
costs) incurred or sustained by City in exercising the rights and remedies under this Paragraph
13.09 will be charged against Contractor, and a Change Order will be issued incorporating the
necessary revisions in the Contract Documents with respect to the Work; and City shall be
entitled to an appropriate decrease in the Contract Price.
D. Contractor shall not be allowed an extension of the Contract Time because of any delay in the
performance of the Work attributable to the exercise of City’s rights and remedies under this
Paragraph 13.09.
ARTICLE 14 – PAYMENTS TO CONTRACTOR AND COMPLETION
14.01 Schedule of Values
The Schedule of Values for lump sum contracts established as provided in Paragraph 2.07 will serve
as the basis for progress payments and will be incorporated into a form of Application for Payment
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acceptable to City. Progress payments on account of Unit Price Work will be based on the number of
units completed.
14.02 Progress Payments
A.Applications for Payments:
1. Contractor is responsible for providing all information as required to become a vendor of the
City.
2. At least 20 days before the date established in the General Requirements for each progress
payment, Contractor shall submit to City for review an Application for Payment filled out
and signed by Contractor covering the Work completed as of the date of the Application and
accompanied by such supporting documentation as is required by the Contract Documents.
3. If payment is requested on the basis of materials and equipment not incorporated in the Work
but delivered and suitably stored at the Site or at another location agreed to in writing, the
Application for Payment shall also be accompanied by a bill of sale, invoice, or other
documentation warranting that City has received the materials and equipment free and clear
of all Liens and evidence that the materials and equipment are covered by appropriate
insurance or other arrangements to protect City’s interest therein, all of which must be
satisfactory to City.
4. Beginning with the second Application for Payment, each Application shall include an
affidavit of Contractor stating that previous progress payments received on account of the
Work have been applied on account to discharge Contractor’s legitimate obligations
associated with prior Applications for Payment.
5. The amount of retainage with respect to progress payments will be as stipulated in the
Contract Documents.
B.Review of Applications:
1. City will, after receipt of each Application for Payment, either indicate in writing a
recommendation of payment or return the Application to Contractor indicating reasons for
refusing payment. In the latter case, Contractor may make the necessary corrections and
resubmit the Application.
2. City’s processing of any payment requested in an Application for Payment will be based on
City’s observations of the executed Work, and on City’s review of the Application for
Payment and the accompanying data and schedules, that to the best of City’s knowledge:
a. the Work has progressed to the point indicated;
b. the quality of the Work is generally in accordance with the Contract Documents (subject
to an evaluation of the Work as a functioning whole prior to or upon Final Acceptance,
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the results of any subsequent tests called for in the Contract Documents, a final
determination of quantities and classifications for Work performed under Paragraph 9.05,
and any other qualifications stated in the recommendation).
3. Processing any such payment will not thereby be deemed to have represented that:
a. inspections made to check the quality or the quantity of the Work as it has been
performed have been exhaustive, extended to every aspect of the Work in progress, or
involved detailed inspections of the Work beyond the responsibilities specifically
assigned to City in the Contract Documents; or
b. there may not be other matters or issues between the parties that might entitle Contractor
to be paid additionally by City or entitle City to withhold payment to Contractor, or
c. Contractor has complied with Laws and Regulations applicable to Contractor’s
performance of the Work.
4. City may refuse to process the whole or any part of any payment because of subsequently
discovered evidence or the results of subsequent inspections or tests, and revise or revoke
any such payment previously made, to such extent as may be necessary to protect City from
loss because:
a. the Work is defective, or the completed Work has been damaged by the Contractor or his
subcontractors, requiring correction or replacement;
b. discrepancies in quantities contained in previous applications for payment;
c. the Contract Price has been reduced by Change Orders;
d. City has been required to correct defective Work or complete Work in accordance with
Paragraph 13.09; or
e. City has actual knowledge of the occurrence of any of the events enumerated in
Paragraph 15.02.A.
C.Retainage:
1. For all contracts, retainage shall be five percent (5%).
D.Liquidated Damages: For each calendar day that any work shall remain uncompleted after the
time specified in the Contract Documents, the sum per day specified in the Agreement, will be
deducted from the monies due the Contractor, not as a penalty, but as liquidated damages
suffered by the City.
E.Payment: Contractor will be paid pursuant to the requirements of this Article 14 and payment
will become due in accordance with the Contract Documents.
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F.Reduction in Payment:
1. City may refuse to make payment of the amount requested because:
a. Claims have been made against City on account of Contractor’s performance or
furnishing of the Work;
b. Liens have been filed in connection with the Work, except where Contractor
has delivered a specific bond satisfactory to City to secure the satisfaction and
discharge of such Liens;
c. there are other items entitling City to a set-off against the amount recommended; or
d. City has actual knowledge of the occurrence of any of the events enumerated
in Paragraphs 14.02.B.4.a through 14.02.B.4.e or Paragraph 15.02.A.
2. If City refuses to make payment of the amount requested, City will give Contractor
written notice stating the reasons for such action and pay Contractor any amount remaining
after deduction of the amount so withheld. City shall pay Contractor the amount so
withheld, or any adjustment thereto agreed to by City and Contractor, when Contractor
remedies the reasons for such action.
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14.03 Contractor’s Warranty of Title
Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any
Application for Payment, whether incorporated in the Project or not, will pass to City no later than
the time of payment free and clear of all Liens.
14.04 Partial Utilization
A. Prior to Final Acceptance of all the Work, City may use or occupy any substantially completed
part of the Work which has specifically been identified in the Contract Documents, or which
City, determines constitutes a separately functioning and usable part of the Work that can be
used by City for its intended purpose without significant interference with Contractor’s
performance of the remainder of the Work. City at any time may notify Contractor in writing to
permit City to use or occupy any such part of the Work which City determines to be ready for its
intended use, subject to the following conditions:
1. Contractor at any time may notify City in writing that Contractor considers any such part of
the Work ready for its intended use.
2. Within a reasonable time after notification as enumerated in Paragraph 14.05.A.1, City and
Contractor shall make an inspection of that part of the Work to determine its status of
completion. If City does not consider that part of the Work to be substantially complete, City
will notify Contractor in writing giving the reasons therefor.
3. Partial Utilization will not constitute Final Acceptance by City.
14.05 Final Inspection
A. Upon written notice from Contractor that the entire Work is complete in accordance with the
Contract Documents:
1. City will promptly schedule a Final Inspection with Contractor.
2. City will notify Contractor in writing of all particulars in which this inspection reveals that
the Work is incomplete or defective. Contractor shall immediately take such measures as are
necessary to complete such Work or remedy such deficiencies.
B. City reserves the right to deny request for Final Inspection if City determines that the entire Work
is not sufficiently complete to warrant a Final Inspection.
14.06 Final Acceptance
Upon completion by Contractor to City’s satisfaction, of any additional Work identified in the Final
Inspection, City will issue to Contractor a letter of Final Acceptance.
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14.07 Final Payment
A.Application for Payment:
1. Upon Final Acceptance, and in the opinion of City, Contractor may make an application for
final payment following the procedure for progress payments in accordance with the
Contract Documents.
2. The final Application for Payment shall be accompanied (except as previously delivered) by:
a. all documentation called for in the Contract Documents, including but not limited to
the evidence of insurance required by Paragraph 5.03;
b. consent of the surety, if any, to final payment;
c. a list of all pending or released Damage Claims against City that Contractor believes
are unsettled; and
d. affidavits of payments and complete and legally effective releases or
waivers (satisfactory to City) of all Lien rights arising out of or Liens filed in
connection with the Work.
B. Payment Becomes Due:
1. After City’s acceptance of the Application for Payment and accompanying
documentation, requested by Contractor, less previous payments made and any sum
City is entitled, including but not limited to liquidated damages, will become due and
payable.
2. After all Damage Claims have been resolved:
a. directly by the Contractor or;
b. Contractor provides evidence that the Damage Claim has been reported to
Contractor’s insurance provider for resolution.
3. The making of the final payment by the City shall not relieve the Contractor of
any guarantees or other requirements of the Contract Documents which specifically
continue thereafter.
14.08 Final Completion Delayed and Partial Retainage Release
A. If final completion of the Work is significantly delayed, and if City so confirms, City may, upon
receipt of Contractor’s final Application for Payment, and without terminating the Contract,
make payment of the balance due for that portion of the Work fully completed and accepted. If
the remaining balance to be held by City for Work not fully completed or corrected is less than
the retainage stipulated in Paragraph 14.02.C, and if bonds have been furnished as required in
Paragraph 5.02, the written consent of the surety to the payment of the balance due for that
portion of the Work fully completed and accepted shall be submitted by Contractor to City with
the Application for such payment. Such payment shall be made under the terms and conditions
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governing final payment, except that it shall not constitute a waiver of Contract Claims.
B.Partial Retainage Release. For a Contract that provides for a separate vegetative establishment
and maintenance, and test and performance periods following the completion of all other
construction in the Contract Documents for all Work locations, the City may release a portion of
the amount retained provided that all other work is completed as determined by the City. Before
the release, all submittals and final quantities must be completed and accepted for all other work.
An amount sufficient to ensure Contract compliance will be retained.
14.09 Waiver of Claims
The acceptance of final payment will constitute a release of the City from all claims or liabilities
under the Contract for anything done or furnished or relating to the work under the Contract
Documents or any act or neglect of City related to or connected with the Contract.
ARTICLE 15 – SUSPENSION OF WORK AND TERMINATION
15.01 City May Suspend Work
A. At any time and without cause, City may suspend the Work or any portion thereof by written
notice to Contractor and which may fix the date on which Work will be resumed. Contractor
shall resume the Work on the date so fixed. During temporary suspension of the Work covered
by these Contract Documents, for any reason, the City will make no extra payment for stand-by
time of construction equipment and/or construction crews.
B. Should the Contractor not be able to complete a portion of the Project due to causes beyond the
control of and without the fault or negligence of the Contractor, and should it be determined by
mutual consent of the Contractor and City that a solution to allow construction to proceed is not
available within a reasonable period of time, Contractor may request an extension in Contract
Time, directly attributable to any such suspension.
C. If it should become necessary to suspend the Work for an indefinite period, the Contractor shall
store all materials in such a manner that they will not obstruct or impede the public unnecessarily
nor become damaged in any way, and he shall take every precaution to prevent damage or
deterioration of the work performed; he shall provide suitable drainage about the work, and erect
temporary structures where necessary.
D. Contractor may be reimbursed for the cost of moving his equipment off the job and returning the
necessary equipment to the job when it is determined by the City that construction may be
resumed. Such reimbursement shall be based on actual cost to the Contractor of moving the
equipment and no profit will be allowed. Reimbursement may not be allowed if the equipment is
moved to another construction project for the City.
15.02 City May Terminate for Cause
A. The occurrence of any one or more of the following events by way of example, but not of
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limitation, may justify termination for cause:
1. Contractor’s persistent failure to perform the Work in accordance with the Contract
Documents (including, but not limited to, failure to supply sufficient skilled workers or
suitable materials or equipment, failure to adhere to the Project Schedule established under
Paragraph 2.07 as adjusted from time to time pursuant to Paragraph 6.04.
2. Contractor’s disregard of Laws or Regulations of any public body having jurisdiction;
3. Contractor’s repeated disregard of the authority of City; or
4. Contractor’s violation in any substantial way of any provisions of the Contract Documents;
or
5. Contractor’s failure to promptly make good any defect in materials or workmanship, or
defects of any nature, the correction of which has been directed in writing by the City; or
6. Substantial indication that the Contractor has made an unauthorized assignment of the
Contract or any funds due therefrom for the benefit of any creditor or for any other purpose;
or
7. Substantial evidence that the Contractor has become insolvent or bankrupt, or otherwise
financially unable to carry on the Work satisfactorily; or
8. Contractor commences legal action in a court of competent jurisdiction against the City.
B. If one or more of the events identified in Paragraph 15.02A. occur, City will provide written
notice to Contractor and Surety to arrange a conference with Contractor and Surety to address
Contractor's failure to perform the Work. Conference shall be held not later than 15 days, after
receipt of notice.
1. If the City, the Contractor, and the Surety do not agree to allow the Contractor to proceed to
perform the construction Contract, the City may, to the extent permitted by Laws and
Regulations, declare a Contractor default and formally terminate the Contractor's right to
complete the Contract. Contractor default shall not be declared earlier than 20 days after the
Contractor and Surety have received notice of conference to address Contractor's failure to
perform the Work.
2. If Contractor's services are terminated, Surety shall be obligated to take over and perform the
Work. If Surety does not commence performance thereof within 15 consecutive calendar
days after date of an additional written notice demanding Surety's performance of its
obligations, then City, without process or action at law, may take over any portion of the
Work and complete it as described below.
a. If City completes the Work, City may exclude Contractor and Surety from the site and
take possession of the Work, and all materials and equipment incorporated into the
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Work stored at the Site or for which City has paid Contractor or Surety but which are
stored elsewhere, and finish the Work as City may deem expedient.
3. Whether City or Surety completes the Work, Contractor shall not be entitled to receive any
further payment until the Work is finished. If the unpaid balance of the Contract Price
exceeds all claims, costs, losses and damages sustained by City arising out of or resulting
from completing the Work, such excess will be paid to Contractor. If such claims, costs,
losses and damages exceed such unpaid balance, Contractor shall pay the difference to City.
Such claims, costs, losses and damages incurred by City will be incorporated in a Change
Order, provided that when exercising any rights or remedies under this Paragraph, City shall
not be required to obtain the lowest price for the Work performed.
4. Neither City, nor any of its respective consultants, agents, officers, directors or employees
shall be in any way liable or accountable to Contractor or Surety for the method by which the
completion of the said Work, or any portion thereof, may be accomplished or for the price
paid therefor.
5. City, notwithstanding the method used in completing the Contract, shall not forfeit the right
to recover damages from Contractor or Surety for Contractor's failure to timely complete the
entire Contract. Contractor shall not be entitled to any claim on account of the method used
by City in completing the Contract.
6. Maintenance of the Work shall continue to be Contractor's and Surety's responsibilities as
provided for in the bond requirements of the Contract Documents or any special guarantees
provided for under the Contract Documents or any other obligations otherwise prescribed by
law.
C. Notwithstanding Paragraphs 15.02.B, Contractor’s services will not be terminated if Contractor
begins within seven days of receipt of notice of intent to terminate to correct its failure to
perform and proceeds diligently to cure such failure within no more than 30 days of receipt of
said notice.
D. Where Contractor’s services have been so terminated by City, the termination will not affect any
rights or remedies of City against Contractor then existing or which may thereafter accrue. Any
retention or payment of moneys due Contractor by City will not release Contractor from liability.
E. If and to the extent that Contractor has provided a performance bond under the provisions of
Paragraph 5.02, the termination procedures of that bond shall not supersede the provisions of this
Article.
15.03 City May Terminate For Convenience
A. City may, without cause and without prejudice to any other right or remedy of City, terminate the
Contract. Any termination shall be effected by mailing a notice of the termination to the
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Contractor specifying the extent to which performance of Work under the contract is terminated,
and the date upon which such termination becomes effective. Receipt of the notice shall be
deemed conclusively presumed and established when the letter is placed in the United States
Postal Service Mail by the City. Further, it shall be deemed conclusively presumed and
established that such termination is made with just cause as therein stated; and no proof in any
claim, demand or suit shall be required of the City regarding such discretionary action.
B. After receipt of a notice of termination, and except as otherwise directed by the City, the
Contractor shall:
1. Stop work under the Contract on the date and to the extent specified in the notice of
termination;
2. place no further orders or subcontracts for materials, services or facilities except as may be
necessary for completion of such portion of the Work under the Contract as is not terminated;
3. terminate all orders and subcontracts to the extent that they relate to the performance of the
Work terminated by notice of termination;
4. transfer title to the City and deliver in the manner, at the times, and to the extent, if any,
directed by the City:
a. the fabricated or unfabricated parts, Work in progress, completed Work, supplies
and other material produced as a part of, or acquired in connection with the performance
of, the Work terminated by the notice of the termination; and
b. the completed, or partially completed plans, drawings, information and other property
which, if the Contract had been completed, would have been required to be furnished to
the City.
5. complete performance of such Work as shall not have been terminated by the notice of
termination; and
6. take such action as may be necessary, or as the City may direct, for the protection and
preservation of the property related to its contract which is in the possession of the
Contractor and in which the owner has or may acquire the rest.
C. At a time not later than 30 days after the termination date specified in the notice of termination,
the Contractor may submit to the City a list, certified as to quantity and quality, of any or all
items of termination inventory not previously disposed of, exclusive of items the disposition of
which has been directed or authorized by City.
D. Not later than 15 days thereafter, the City shall accept title to such items provided, that the list
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submitted shall be subject to verification by the City upon removal of the items or, if the items
are stored, within 45 days from the date of submission of the list, and any necessary adjustments
to correct the list as submitted, shall be made prior to final settlement.
E. Not later than 60 days after the notice of termination, the Contractor shall submit his termination
claim to the City in the form and with the certification prescribed by the City. Unless an
extension is made in writing within such 60 day period by the Contractor, and granted by the
City, any and all such claims shall be conclusively deemed waived.
F. In such case, Contractor shall be paid for (without duplication of any items):
1. completed and acceptable Work executed in accordance with the Contract Documents prior
to the effective date of termination, including fair and reasonable sums for overhead and
profit on such Work;
2. expenses sustained prior to the effective date of termination in performing services and
furnishing labor, materials, or equipment as required by the Contract Documents in
connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on
such expenses; and
3. reasonable expenses directly attributable to termination.
G. In the event of the failure of the Contractor and City to agree upon the whole amount to be paid
to the Contractor by reason of the termination of the Work, the City shall determine, on the basis
of information available to it, the amount, if any, due to the Contractor by reason of the
termination and shall pay to the Contractor the amounts determined. Contractor shall not be paid
on account of loss of anticipated profits or revenue or other economic loss arising out of or
resulting from such termination.
ARTICLE 16 – DISPUTE RESOLUTION
16.01 Methods and Procedures
A. Either City or Contractor may request mediation of any Contract Claim submitted for a decision
under Paragraph 10.06 before such decision becomes final and binding. The request for
mediation shall be submitted to the other party to the Contract. Timely submission of the request
shall stay the effect of Paragraph 10.06.E.
B. City and Contractor shall participate in the mediation process in good faith. The process shall be
commenced within 60 days of filing of the request.
C. If the Contract Claim is not resolved by mediation, City’s action under Paragraph 10.06.C or a
denial pursuant to Paragraphs 10.06.C.3 or 10.06.D shall become final and binding 30 days after
termination of the mediation unless, within that time period, City or Contractor:
1. elects in writing to invoke any other dispute resolution process provided for in the
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00 72 00 - 1
GENERAL CONDITIONS
Page 62 of 63
CITY OF DENTON
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
Supplementary Conditions; or
2. agrees with the other party to submit the Contract Claim to another dispute resolution
process; or
3. gives written notice to the other party of the intent to submit the Contract Claim to a court of
competent jurisdiction.
ARTICLE 17 – MISCELLANEOUS
17.01 Giving Notice
A. Whenever any provision of the Contract Documents requires the giving of written notice, it will
be deemed to have been validly given if:
1. delivered in person to the individual or to a member of the firm or to an officer of the
corporation for whom it is intended; or
2. delivered at or sent by registered or certified mail, postage prepaid, to the last business
address known to the giver of the notice.
3. delivered by electronic means to or from the Project Manager.
B. Business address changes must be promptly made in writing to the other party.
C. Whenever the Contract Documents specifies giving notice by electronic means such electronic
notice shall be deemed sufficient upon confirmation of receipt by the receiving party.
17.02 Computation of Times
When any period of time is referred to in the Contract Documents by days, it will be computed to
exclude the first and include the last day of such period. If the last day of any such period falls on a
Saturday or Sunday or on a day made a legal holiday the next Working Day shall become the last
day of the period.
17.03 Cumulative Remedies
The duties and obligations imposed by these General Conditions and the rights and remedies
available hereunder to the parties hereto are in addition to, and are not to be construed in any way as
a limitation of, any rights and remedies available to any or all of them which are otherwise imposed
or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the
Contract Documents. The provisions of this Paragraph will be as effective as if repeated specifically
in the Contract Documents in connection with each particular duty, obligation, right, and remedy to
which they apply.
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00 72 00 - 1
GENERAL CONDITIONS
Page 63 of 63
CITY OF DENTON
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised September 20, 2018
17.04 Survival of Obligations
All representations, indemnifications, warranties, and guarantees made in, required by, or given in
accordance with the Contract Documents, as well as all continuing obligations indicated in the
Contract Documents, will survive final payment, completion, and acceptance of the Work or
termination or completion of the Contract or termination of the services of Contractor.
17.05 Headings
Article and paragraph headings are inserted for convenience only and do not constitute parts of these
General Conditions.
DocuSign Envelope ID: 087DA53D-2052-4386-B4E4-F75AC92315F6
471
00 73 00 - 1
SUPPLEMENTARY CONDITIONS
Page 1 of 5
CITY OF DENTON File # / IFB #7252
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS DTN16385
Revised September 20, 2018
SECTION 00 73 00
SUPPLEMENTARY CONDITIONS
TO
GENERAL CONDITIONS
Supplementary Conditions
These Supplementary Conditions modify and supplement Section 00 72 00 - General Conditions, and other
provisions of the Contract Documents as indicated below. All provisions of the General Conditions that are
modified or supplemented remain in full force and effect as so modified or supplemented. All provisions
of the General Conditions which are not so modified or supplemented remain in full force and effect.
Defined Terms
The terms used in these Supplementary Conditions which are defined in the General Conditions have the
meaning assigned to them in the General Conditions, unless specifically noted herein.
Modifications and Supplements
The following are instructions that modify or supplement specific paragraphs in the General Conditions and
other Contract Documents.
SC-4.01A
Easement limits shown on the Drawing are approximate and were provided to establish a basis for bidding.
Upon receiving the final easements descriptions, Contractor shall compare them to the lines shown on the
Contract Drawings.
SC-4.01A.1., “Availability of Lands”
The following is a list of known outstanding right-of-way, and/or easements to be acquired, if any as
January 2021.
Outstanding Right-Of-Way, and/or Easements to Be Acquired
PARCEL
NUMBER
OWNER TARGET DATE
OF POSSESSION
None
The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed,
and do not bind the City.
If Contractor considers the final easements provided to differ materially from the representations on the
Contract Drawings, Contractor shall within five (5) Business Days and before proceeding with the Work,
notify City in writing associated with the differing easement line locations.
SC-4.01A.2, “Availability of Lands”
Utilities or obstructions to be removed, adjusted, and/or relocated
The following is list of utilities and/or obstructions that have not been removed, adjusted, and/or relocated
as of January 2021.
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SUPPLEMENTARY CONDITIONS
Page 2 of 5
CITY OF DENTON File # / IFB #7252
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS DTN16385
Revised September 20, 2018
EXPECTED
OWNER
UTILITY AND LOCATION TARGET DATE OF
ADJUSTMENT
None
The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed,
and do not bind the City.
SC-4.02A., “Subsurface and Physical Conditions”
The following are reports of explorations and tests of subsurface conditions at the site of the Work:
A Geotechnical Investigation for Hickory Creek Interceptor Report, dated 9/7/2017, prepared by Freese and
Nichols, Inc., a consultant of the City, providing additional information on periodic geotechnical
conditions.
The following are drawings of physical conditions in or relating to existing surface and subsurface
structures (except Underground Facilities) which are at or contiguous to the site of the Work:
None.
SC-4.06A., “Hazardous Environmental Conditions at Site”
The following are reports and drawings of existing hazardous environmental conditions known to the City:
None.
SC-5.03A., “Certificates of Insurance”
The entities listed below are "additional insureds as their interest may appear" including their respective
officers, directors, agents and employees.
(1) City
(2) Consultant: Freese and Nichols, Inc.
(3) Other: Teague Nall and Perkins, Inc., Geoscience Consultants, Gorrondona & Associates, Inc.,
Texplor of Dallas, Inc.
SC-5.04A., “Contractor’s Insurance”
The limits of liability for the insurance required by Paragraph GC-5.04 shall provide the following
coverages for not less than the following amounts or greater where required by laws and regulations:
5.04A. Workers' Compensation, under Paragraph GC-5.04A.
Statutory limits
Employer's liability
$100,000 each accident/occurrence
$100,000 Disease - each employee
$500,000 Disease - policy limit
SC-5.04B., “Contractor’s Insurance”
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SUPPLEMENTARY CONDITIONS
Page 3 of 5
CITY OF DENTON File # / IFB #7252
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS DTN16385
Revised September 20, 2018
5.04B. Commercial General Liability, under Paragraph GC-5.04B. Contractor's Liability Insurance
under Paragraph GC-5.04B., which shall be on a per project basis covering the Contractor with
minimum limits of:
$1,000,000 each occurrence
$2,000,000 aggregate limit
The policy must have an endorsement (Amendment – Aggregate Limits of Insurance) making the
General Aggregate Limits apply separately to each job site.
The Commercial General Liability Insurance policies shall provide “X”, “C”, and “U” coverage’s.
Verification of such coverage must be shown in the Remarks Article of the Certificate of Insurance.
SC 5.04C., “Contractor’s Insurance”
5.04C. Automobile Liability, under Paragraph GC-5.04C. Contractor’s Liability Insurance under
Paragraph GC-5.04C., which shall be in an amount not less than the following amounts:
(1)Automobile Liability - a commercial business policy shall provide coverage on "Any Auto",
defined as autos owned, hired and non-owned.
$1,000,000 each accident on a combined single limit basis. Split limits are acceptable if limits are at
least:
$250,000 Bodily Injury per person /
$500,000 Bodily Injury per accident /
$100,000 Property Damage
SC-5.04D., “Contractor’s Insurance”
The Contractor’s construction activities will require its employees, agents, subcontractors, equipment, and
material deliveries to cross railroad properties and tracks, or perform work within 25 feet of the center line
of tracks owned and operated by Union Pacific Railroad.
The Contractor shall conduct its operations on railroad properties in such a manner as not to interfere with,
hinder, or obstruct the railroad company in any manner whatsoever in the use or operation of its/their trains
or other property. Such operations on railroad properties may require that Contractor to execute a “Right of
Entry Agreement” with the particular railroad company or companies involved, and to this end the
Contractor should satisfy itself as to the requirements of each railroad company and be prepared to execute
the right-of-entry (if any) required by a railroad company. The requirements specified herein likewise relate
to the Contractor’s use of private and/or construction access roads crossing said railroad company’s
properties.
The Contractual Liability coverage required by Paragraph 5.04D of the General Conditions shall provide
coverage for not less than the following amounts, issued by companies satisfactory to the City and to the
Railroad Company for a term that continues for so long as the Contractor’s operations and work cross,
occupy, or touch railroad property:
(1) General Aggregate:$Confirm Limits with Railroad
(2) Each Occurrence:$Confirm Limits with Railroad
Required for this Contract Not required for this Contract
<Provide an “X” next to the appropriate selection above based on the Contract requirements>
With respect to the above outlined insurance requirements, the following shall govern:
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SUPPLEMENTARY CONDITIONS
Page 4 of 5
CITY OF DENTON File # / IFB #7252
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS DTN16385
Revised September 20, 2018
1. Where a single railroad company is involved, the Contractor shall provide one insurance policy in
the name of the railroad company. However, if more than one grade separation or at-grade
crossing is affected by the Project at entirely separate locations on the line or lines of the same
railroad company, separate coverage may be required, each in the amount stated above.
2. Where more than one railroad company is operating on the same right-of-way or where several
railroad companies are involved and operated on their own separate rights-of-way, the Contractor
may be required to provide separate insurance policies in the name of each railroad company.
3. If, in addition to a grade separation or an at-grade crossing, other work or activity is proposed on a
railroad company’s right-of-way at a location entirely separate from the grade separation or at-
grade crossing, insurance coverage for this work must be included in the policy covering the grade
separation.
4. If no grade separation is involved but other work is proposed on a railroad company’s right-of-
way, all such other work may be covered in a single policy for that railroad, even though the work
may be at two or more separate locations.
No work or activities on a railroad company’s property to be performed by the Contractor shall be
commenced until the Contractor has furnished the City with an original policy or policies of the insurance
for each railroad company named, as required above. All such insurance must be approved by the City and
each affected Railroad Company prior to the Contractor’s beginning work.
The insurance specified above must be carried until all Work to be performed on the railroad right-of-way
has been completed and the grade crossing, if any, is no longer used by the Contractor. In addition,
insurance must be carried during all maintenance and/or repair work performed in the railroad right-of-way.
Such insurance must name the railroad company as the insured, together with any tenant or lessee of the
railroad company operating over tracks involved in the Project.
SC-6.09., “Permits and Utilities”
SC-6.09A., “Contractor obtained permits and licenses”
The following are known permits and/or licenses required by the Contract to be acquired by the Contractor:
1. None.
SC-6.09B. “City obtained permits and licenses”
The following are known permits and/or licenses required by the Contract to be acquired by the City:
2. TxDOT
3. TCEQ
4. Union Pacific Railroad
SC-6.09C. “Outstanding permits and licenses”
The following is a list of known outstanding permits and/or licenses to be acquired, if any as of January 29,
2021.
Outstanding Permits and/or Licenses to Be Acquired
OWNER PERMIT OR LICENSE AND LOCATION TARGET DATE
OF POSSESSION
Union Pacific Railroad Railroad crossing at STA 25+41.58 to STA
26+91.58.April 1, 2021
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SUPPLEMENTARY CONDITIONS
Page 5 of 5
CITY OF DENTON File # / IFB #7252
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS DTN16385
Revised September 20, 2018
SC-7.02., “Coordination”
The individuals or entities listed below have contracts with the City for the performance of other work at
the Site:
Vendor Scope of Work Coordination Authority
THC/Archaeology Phase 2 Archaeological Testing City of Denton
SC-8.01, “Communications to Contractor”
TxDOT
Union Pacific Railroad
SC-9.01., “City’s Project Manager”
The City’s Project Manager for this Contract is Tracy Beck, PE, or his/her successor pursuant to written
notification from the City Engineer.
SC-13.03C., “Tests and Inspections”
None.
SC-16.01C.1, “Methods and Procedures”
None.
END OF SECTION
DocuSign Envelope ID: 087DA53D-2052-4386-B4E4-F75AC92315F6
476
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: 087DA53D-2052-4386-B4E4-F75AC92315F6
CIQ
Mountain Cascade of Texas, LLC
4/29/2021
477
Certificate Of Completion
Envelope Id: 087DA53D20524386B4E4F75AC92315F6 Status: Sent
Subject: Please DocuSign: City Council Contract 7252 - Hickory Creek Interceptor I and II
Source Envelope:
Document Pages: 99 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
4/27/2021 6:15:56 PM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 4/27/2021 6:16:44 PM
Viewed: 4/27/2021 6:18:12 PM
Signed: 4/27/2021 6:19:27 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: 4/27/2021 6:19:30 PM
Viewed: 4/27/2021 6:48:37 PM
Signed: 4/27/2021 6:50:01 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: 68.185.202.16
Sent: 4/27/2021 6:50:03 PM
Viewed: 4/28/2021 1:42:56 PM
Signed: 4/28/2021 1:46:06 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Andrew McCulloch
AMcCulloch@mountaincascade.com
Vice-President
Harber Co.Inc. dba Mountain Cascade of Nevada
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 67.161.180.218
Sent: 4/28/2021 1:46:09 PM
Viewed: 4/29/2021 2:22:31 PM
Signed: 4/29/2021 4:25:27 PM
Electronic Record and Signature Disclosure:
Accepted: 4/29/2021 2:22:31 PM
ID: 67f805ed-b09c-4ce6-9fe2-9b8661ea0b22
478
Signer Events Signature Timestamp
Rebecca Diviney
Rebecca.Diviney@cityofdenton.com
Director of Capital Projects/City Engineer
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 4/29/2021 4:25:31 PM
Viewed: 4/29/2021 4:26:41 PM
Signed: 4/29/2021 4:27:13 PM
Electronic Record and Signature Disclosure:
Accepted: 4/29/2021 4:26:41 PM
ID: 622a5e1c-5c68-4ad9-973b-227a0564c474
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/29/2021 4:27:17 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: 4/28/2021 10:43:28 AM
ID: d27d63bf-b64d-49ec-bdc3-f66149f56cec
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: 4/27/2021 6:19:30 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: 4/29/2021 4:27:17 PM
479
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: 4/29/2021 4:27:17 PM
Viewed: 4/30/2021 8:59:22 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
Tracy Beck
Tracy.Beck@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 3/18/2021 6:29:33 PM
ID: ab4003d0-7899-49c6-947e-ced05cf09ea9
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/27/2021 6:16:44 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
480
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
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Unless you tell us otherwise in accordance with the procedures described herein, we will provide
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Andrew McCulloch, Rebecca Diviney, Rosa Rios, Tracy Beck
481
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482
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• 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.
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-955,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 Viking Construction,Inc.,for Micro Surfacing
Services for the Streets Department;providing for the expenditure of funds therefor;and providing an effective
date (RFP 7619 -awarded to Viking Construction,Inc.,for one (1)year,with the option for three (3)additional
one (1) year extensions, in the total four (4) year not-to-exceed amount of $4,400,000.00).
City of Denton Printed on 5/21/2021Page 1 of 1
powered by Legistar™484
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: May 25, 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 Viking Construction, Inc., for
Micro Surfacing Services for the Streets Department; providing for the expenditure of funds therefor; and
providing an effective date (RFP 7619 – awarded to Viking Construction, Inc., for one (1) year, with the
option for three (3) additional one (1) year extensions, in the total four (4) year not-to-exceed amount of
$4,400,000.00).
INFORMATION/BACKGROUND
The City’s Street Department developed a work plan for preventative maintenance, which provides a list of
suitable candidates to be treated for the 2021-22 Fiscal Year. Based on the Overall Condition Index (OCI)
and field inspections, staff confirmed the street segments are suitable candidates for micro-surfacing. The
contract is a set rate per square yard, which includes labor, equipment, and material as well as mobilization
cost. The contractor will be required to meet the Street Department’s schedule, so the product is not
compromised due to weather.
Micro-surfacing can extend the life of a pavement section from five (5) to seven (7) years. This pavement
treatment consists of a cold-applied paving mixture composed of polymer-modified asphalt emulsion,
crushed aggregate, mineral filler, water, and a hardening-controlling additive. Micro-surfacing is used on
flexible or rigid pavements in good structural condition with rutting or minor leveling needed, loss of
friction, and/or low to medium severity surface distresses such as cracking and raveling. The City's micro
surfacing program includes the following benefits:
1. High-quality materials
2. Strict specifications and performance-based design procedures, which yield a high-performance surface
that corrects minor surface profile irregularities and ruts
3. Cures quickly for traffic return in less than an hour
4. Lasts longer than some other surface treatments such as slurry seals
5. Can be applied at night (or during cooler temperatures)
The micro-surfacing material protects the pavement structure from moisture and the surface from further
deterioration. Micro-surfacing is a cost-effective alternative to hot mix asphalt overlays for pavement
preservation. Based on a historical spend and future projections the recommended not to exceed (NTE) for
this contract is $4,400,000 for a total potential four (4) year contract.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
485
Request for Proposals was sent to 89 prospective suppliers, including seven (7) Denton firms. In addition,
specifications were placed on the Materials Management website for prospective suppliers to download and
advertised in the local newspaper. Three (3) proposals were received, references were checked, and
proposals were evaluated based upon published criteria including price, delivery, compliance with
specifications, and probable performance. Best and Final Offers (BAFO) were requested from the top firm.
Based upon this evaluation, Viking Construction, Inc. was ranked the highest and determined to be the best
value for the City.
NIGP Code Used for Solicitation: 745-Road and Highway Building
Materials (Asphaltic)
Notifications sent for Solicitation sent in IonWave: 89
Number of Suppliers that viewed Solicitation in IonWave: 18
HUB-Historically Underutilized Business Invitations sent out: 6
SBE-Small Business Enterprise Invitations sent out: 31
Responses from Solicitation: 3
RECOMMENDATION
Award a contract with Viking Construction, Inc., for Micro Surfacing Services for the Street Department,
in a one (1) year, with the option for three (3) additional one (1) year extensions, in the total four (4) year
not-to-exceed amount of $4,400,000.
PRINCIPAL PLACE OF BUSINESS
Viking Construction, Inc.
Georgetown, TX
ESTIMATED SCHEDULE OF PROJECT
This is an initial one (1) year contract with options to extend the contract for three (3) additional one (1)
year periods, with all terms and conditions remaining the same.
FISCAL INFORMATION
These services will be funded from Street Department Operating Funds. The City will only pay for services
rendered and is not obligated to pay the full contract amount unless needed.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Pricing Evaluation
Exhibit 3: Presentation
Exhibit 4: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Daniel Kremer, 940-349-7193.
Legal point of contact: Marcella Lunn at 940-349-8333.
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Viking Construction, Inc.Intermountain Slurry Seal, Inc.Missouri Petroleum Products Company LLC
Georgetown, TX Lewisville, TX St. Louis, MO
Line #Description UOM Unit Unit Unit
1 Microsurfacing, Type III, 24-26 pounds per square yard 430,000 SY $2.51 $2.55 $3.33
2 Mobilization 1 Each $20,000.00 $50,000.00 $19,000.00
$1,099,300.00 $1,146,500.00 $1,450,900.00
$4,400,000.00
Item #Viking Construction, Inc.Intermountain Slurry Seal, Inc.Missouri Petroleum Products Company LLC
1 12 6.67 8
2 18 10 14
3 12 8 8
4 30 28.76 22.73
72 53.43 52.73
Exhibit 2
RFP 7619 - Pricing Evaluation for Micro Seal
Total Contract Amount (4 years):
Evaluation
Total:
Respondent's Business Name:
Principal Place of Business (City and State):
Price, Total Cost of Ownership - 30%
Delivery/Project Schedule - 20%
Compliance with Specifications - 30%
Probable Performance - 20%
Total:
Description
487
Micro Surfacing
Services
Council Presentation
May 25, 2021
File ID 21-955 488
Micro Surfacing
•Utilized as preventive maintenance for City streets.
•The micro surfacing material protects the pavement structure from moisture and
the surface from further deterioration.
•Seals entire surface preventing moisture penetration into the subgrade
•Extends the useful life of pavement when used in conjunction with other
maintenance practices.
Estimated Annual Usage
Year 1 1,000,000$
Year 2 1,000,000$
Year 3 1,000,000$
Year 4 1,000,000$
Contingency (10%)400,000$
Total 4,400,000$
File ID 21-955 489
Recommendations:
•Staff recommends to award a contract with Viking Construction,
Inc., for Micro Surfacing Services for the Street Department, in a
one (1) year, with the option for three (3) additional one (1) year
extensions, in the total four (4) year not-to-exceed amount of
$4,400,000.
File ID 21-955 490
QUESTIONS
Daniel Kremer
Deputy Director of Operations
(940) 349-7193
Daniel.Kremer@CityofDenton.com
File ID 21-955 491
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 VIKING CONSTRUCTION, INC., FOR MICRO SURFACING
SERVICES FOR THE STREETS DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7619 AWARDED TO
VIKING CONSTRUCTION, INC., FOR ONE (1) YEAR, WITH THE OPTION FOR THREE (3)
ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FOUR (4) YEAR NOT-TO-
EXCEED AMOUNT OF $4,400,000.00).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for Micro
Surfacing Services for the Streets Department; and
WHEREAS, the City Manager, or a designated employee, has received, reviewed, and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for
proposals; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies, or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies,
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
7619 Viking Construction, Inc. $4,400,000.00
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
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
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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: ______ ______ ______ ______
Vicki Byrd, District 1: ______ ______ ______ ______
Brian Beck, District 2: ______ ______ ______ ______
Jesse Davis, District 3: ______ ______ ______ ______
Alison Maguire, District 4: ______ ______ ______ ______
Deb Armintor, At Large Place 5: ______ ______ ______ ______
Paul Meltzer, At Large Place 6: ______ ______ ______ ______
PASSED AND APPROVED this the _______ day of ___________________________, 2021.
__________________________________
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
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AARON LEAL, CITY ATTORNEY
BY: _________________________________
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Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 905914A8-1C19-4F86-A198-D596A7C6B268
7619RFP
Gabby Leeper
Yes
Micro Seal
495
Contract # 7619
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND VIKING CONSTRUCTION, INC
(CONTRACT 7619)
THIS CONTRACT is made and entered into this date ______________________, by and between Viking Construction, Inc. a Texas corporation, whose address is 2592 Shell Road
Georgetown, TX 78628, 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 7619- Micro Seal, 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 7619 (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
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Contract # 7619
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
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Vice-President
brad@vciss.com
(512) 413-0006
Brad J Pearce
2021-746707
Director of Capital Projects/City Engineer
Capital Projects - Engineering
Rebecca Diviney
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Contract # 7619
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $4,400.000. Pricing shall be per Exhibit F attached.
2. The Quantities
The quantities indicated on Exhibit F are estimates based upon the best available information. The
City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis.
3. Contract Terms
The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional three (3) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall
automatically renew each year, from the date of award by City Council. The Supplier’s request to
not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months.
4. Price Escalation and De-escalation
On Supplier’s request in the form stated herein, the City will implement an escalation/de-escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or
manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated
eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal
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Contract # 7619
date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
5. Performance Liquidated Damages
The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below:
Delivery beyond contracted lead times
Performance below contracted levels (services only)
The Contractor shall be assessed a one (1%) percent fee each month when any one of the
performance standards outlined above are not met in full. The Contractor shall be assessed a two
(2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin.
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Contract # 7619
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.
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Contract # 7619
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.
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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, its 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:
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A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
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negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document.
18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
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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.
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
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manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option
and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
shall not impair the City’s rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
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Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final
payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon 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
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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
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CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation
Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton
Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. 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
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reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract.
xiv. The insurance coverage’s specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any
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.
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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
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the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 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
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any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing services for the City. 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
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or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
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laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day
Memorial Day
4th of July Labor Day Thanksgiving Day Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed) New Year’s Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY
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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 licensed by the State of Texas, any and all fees and taxes are the responsibility of the
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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
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whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. City’s standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
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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.
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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.
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[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.
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[ ] 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.
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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
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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: 905914A8-1C19-4F86-A198-D596A7C6B268
524
Contract # 7619
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: 905914A8-1C19-4F86-A198-D596A7C6B268
525
Contract # 7619
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: 905914A8-1C19-4F86-A198-D596A7C6B268
526
7619 RFP Microseal Exhibit F
Line # Description QTY UOM Unit
1 Microsurfacing, Type III, 24‐26 pounds per sq430000 SY $2.51
2 Mobilization 1 EA $20,000.00
DocuSign Envelope ID: 905914A8-1C19-4F86-A198-D596A7C6B268
527
DocuSign Envelope ID: 905914A8-1C19-4F86-A198-D596A7C6B268Exhibit GViking Construction, Inc.528
Certificate Of Completion
Envelope Id: 905914A81C194F86A198D596A7C6B268 Status: Sent
Subject: Please DocuSign: City Council Contract 7619 Micro Seal
Source Envelope:
Document Pages: 34 Signatures: 3 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
4/27/2021 11:10:58 AM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
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(None)
Completed
Using IP Address: 198.49.140.104
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Electronic Record and Signature Disclosure:
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Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
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Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
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Brad J Pearce
brad@vciss.com
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ID: 90ffa8dd-e5f1-4ea1-aa9a-ceb4c15709b9
529
Signer Events Signature Timestamp
Rebecca Diviney
Rebecca.Diviney@cityofdenton.com
Director of Capital Projects/City Engineer
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ID: c198cae8-bd33-428a-af0d-58ea83e3202d
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 5/6/2021 9:23:38 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: 5/5/2021 12:36:13 PM
ID: 8ebc5470-4b0e-485e-bdf5-d84847baa5b2
In Person Signer Events Signature Timestamp
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Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
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(None)
Sent: 4/30/2021 12:07:56 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
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(None)
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Electronic Record and Signature Disclosure:
Not Offered via DocuSign
530
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
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(None)
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City Secretary Office
citysecretary@cityofdenton.com
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(None)
Electronic Record and Signature Disclosure:
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Robbin Webber
Robbin.Webber@cityofdenton.com
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(None)
Electronic Record and Signature Disclosure:
Accepted: 4/28/2021 6:49:56 PM
ID: 103cae98-73f4-4468-8467-0fc1edd40269
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/27/2021 11:43:38 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
531
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Brad J Pearce, Rebecca Diviney, Rosa Rios, Robbin Webber
532
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-970,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 authorize the spend for an insurance binder to Archer Contingent Energy
Risk,LLC,for forced outage insurance of the Denton Energy Center for the Summer of 2021;providing for the
expenditure of funds therefor;and providing an effective date (RFP 7686 -authorizing the spend for Power
Plant Forced Outage Insurance Coverage or Products and awarding such insurance binder to Archer Contingent
Energy Risk, LLC, in the Summer 2021 not-to-exceed amount of $975,000.00).
City of Denton Printed on 5/21/2021Page 1 of 1
powered by Legistar™535
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
ACM: David Gaines
DATE: May 25, 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 authorize the spend for an insurance binder to Archer
Contingent Energy Risk, LLC, for forced outage insurance of the Denton Energy Center for the Summer of
2021; providing for the expenditure of funds therefor; and providing an effective date (RFP 7686 –
authorizing the spend for Power Plant Forced Outage Insurance Coverage or Products and awarding such
insurance binder to Archer Contingent Energy Risk, LLC, in the Summer 2021 not-to-exceed amount of
$975,000.00).
INFORMATION/BACKGROUND
The twelve (12) generating units of the Denton Energy Center consist of mechanical, electrical, and control
systems that, despite using best practices to maintain the systems, are subject to forced outage due to
unforeseen equipment malfunctions. The length of time of these forced outages are normally short in
duration but can happen during periods of very high wholesale market prices. Some forced outages, where
the malfunction of equipment requires a protracted period of time to repair, could take one or more units
out of the wholesale market during those high wholesale market price periods.
The effect of not having generating units available to generate can be financially significant to both the
DEC proforma (net income) and potentially to electric rate-payers through the Energy Cost Adjustment.
The Risk Management Policy, approved by Council on March 17, 2020, requires DME to purchase outage
insurance to hedge this forced outage risk and thus limit potential losses. Insurance was procured and
approved last year on May 5, 2020.
In establishing the annual power supply budget for DME, the Energy Management Organization (EMO)
determines the amount of energy to be purchased to meet the electrical demand of the customers of DME
for each hour of each day. The renewable energy hourly supply is then delivered to the electric grid to offset
against that hourly electric demand. Any shortage quantities are filled by the lower of the projected
wholesale market hourly price or the generating cost of the DEC. Consequently, when the DEC is not
available to meet the hourly demand due to forced outages, the EMO must purchase the energy from the
wholesale market at the then applicable hourly wholesale electric price. While the DEC is a very small
contributor to the overall energy supply in ERCOT, on days of potential wholesale energy shortages, its
inability to generate can, and does, cause the wholesale price to rise in the vicinity of Denton – ERCOT
North Hub. This is due to the supply and demand relationship that sets the wholesale market price at each
price node. Because these potential forced outage episodes are random and are correlated with higher
wholesale prices, to the extent DME can cost-effectively purchase insurance to insulate customers from
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
536
high price periods, it will be prudent and is considered a best practice in the generation sector of the electric
utility industry.
To put the risk in perspective, in 2019 during the week of August 12th, the wholesale price of energy was
above $5000/MWh for over 12 hours. Had half the DEC units been unavailable due to a forced outage, the
cost to replace the energy that would have been generated, and that was counted on in developing the power
supply budget, would have been $6,750,000. The objective of the DME Hedge Plan (a confidential chapter
of the Risk Management Policy) is to manage the Energy Cost Adjustment fund balance within +/-
$5,000,000 and the forced outage risk of the DEC units is a major risk variable that requires hedging. Table
1 depicts the one-hour cost implications for a forced outage of a specified number of generating units and
associated hourly wholesale market prices.
Table 1
One Hour Forced Outage Costs
Wholesale Price ($/MWH)
Number
of Units $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 $8,000 $9,000
2 $37,500 $75,000 $112,500 $150,000 $187,500 $225,000 $262,500 $300,000 $337,500
4 $75,000 $150,000 $225,000 $300,000 $375,000 $450,000 $525,000 $600,000 $675,000
6 $112,500 $225,000 $337,500 $450,000 $562,500 $675,000 $787,500 $900,000 $1,012,500
8 $150,000 $300,000 $450,000 $600,000 $750,000 $900,000 $1,050,000 $1,200,000 $1,350,000
10 $187,500 $375,000 $562,500 $750,000 $937,500 $1,125,000 $1,312,500 $1,500,000 $1,687,500
12 $225,000 $450,000 $675,000 $900,000 $1,125,000 $1,350,000 $1,575,000 $1,800,000 $2,025,000
The February 2021 winter weather event also demonstrates how valuable forced outage insurance would
have been. For approximately 48 hours, the DEC could not operate due to an interruption of fuel supply
and the consequent term to unfreeze the cooling system. Using the above table, the damages associated with
this term was $2.025 million per hour. For the 48 period, the damages at $9,000/MWh totaled $97.2 million.
Prior forced outage policies included the interruption of fuel supply as a valid event for a claim. While the
probability of such a prolonged fuel supply interruption is low, it nevertheless remains a potential in the
event of a natural gas pipeline disruption. Forced outage insurance in North America is offered by a limited
number of providers - Archer Contingent Risk, Swiss re and AEGIS are the providers - because they must
have excellent credit and demonstrated history of providing the product and settling claims. These providers
are backed/underwritten in full or at least in part by Lloyds of London or Swiss Re, one of the largest
reinsurance providers in the world. They are qualified bidders and DME has shared the required historical
forced outage information and preventative maintenance plans/actions with potential bidders. The City of
Denton Procurement Department issued a Request for Proposal for Forced Outage Insurance in April. The
specification provided the bidders with the term of the insurance (June through September) – the term will
ultimately be determined by DME - the deductible amount stated as either a dollar amount per claim or the
number of DEC Engines ‘units’ or both, that would have to be impacted by a forced outage before a claim
could be filed, the maximum payout of the policy and the mechanics of how the payout will be calculated.
Bidders provide an indicative and non-binder offer for the policy but more importantly will provide
Procurement, Risk Management, and DME with the standard terms and conditions for the policy and the
form of Binder Agreement. The Binder Agreement will be the document that is executed by the City
Manager on the day that DME determines it would like to lock in the policy amount. Because the providers
use energy and weather derivatives to hedge their risk on the date that the Binder Agreement is expected,
the premium will be determined using live market prices on that date and DME will enter into the agreement
with the lowest cost provider on that date.
537
DME is seeking Council’s approval to permit the City Manager to execute the Binder Agreement on the
date determined by the EMO. The authority to transact will be limited to a not-to-exceed amount of
$975,000.
Requests for Proposals was sent to 173 prospective suppliers of this item. In addition, specifications were
placed on the Materials Management website for prospective suppliers to download and advertised in the
local newspaper. Four (4) proposals were received, references were checked, and proposals evaluated based
upon published criteria including experience, financial security, and value proposition. Based upon this
evaluation, Archer Contingent Energy Risk, LLC was ranked the highest and determined to be the best
value for the City.
NIGP Code Used for Solicitation: 941-(Service Only) - Equipment Maint,
Repair, & Related Services For Power
Generation & Transmission Equip. &
953 - (Service Only) – Insurance &
Insurance Services, (All Types)
Notifications sent for Solicitation sent in IonWave: 173
Number of Suppliers that viewed Solicitation in IonWave: 10
HUB-Historically Underutilized Business Invitations sent out: 12
SBE-Small Business Enterprise Invitations sent out: 50
Responses from Solicitation: 4
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On March 17, 2020, City Council approved a Risk Management Policy (Ordinance 20-420).
On May 5, 2020, City Council approved procurement of this insurance (Ordinance 20-744).
On May 24, 2021, this item will be presented to the Public Utilities Board (PUB) for consideration.
RECOMMENDATION
Award the authority to spend for forced outage insurance of the Denton Energy Center to Archer Contingent
Energy Risk, LLC, in a not-to-exceed amount of $975,000.
PRINCIPAL PLACE OF BUSINESS
Archer Contingent Energy Risk, LLC
Leawood, KS
ESTIMATED SCHEDULE OF PROJECT(S)
This is for the Summer of 2021.
FISCAL INFORMATION
These services will be funded by Denton Municipal Electric Operating Funds.
538
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Evaluation
Exhibit 3: LLC Members
Exhibit 4: Ordinance
Exhibit 5: Presentation
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Terry Naulty, 940-349-7567.
Legal point of contact: Marcella Lunn at 940-349-8333.
539
Archer Contingent
Energy Risk, LLC
(Argo Syndicate 1200)
Marsh Wortham Houston Series of
Lockton Companies
Powerline Risk
Advisors LLC
Leawood, KS Houston, TX Houston, TX New York, NY
Item #Description
1 Experience and Track Record - 40%40 34 38 28
2 Financial Security - 20%18 16 16 16
3 Value Proposition - 40%38 28 20 16
96 78 74 60
$975,000Not to Exceed Amount
Total Score:
Respondent's Business Name:
Principal Place of Business (City and State):
Exhibit 2
RFP 7686 - Evaluation for Power Plant Forced Outage Insurance Coverage or Products
540
5/10/2021 BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY
https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?spage=mgmt&:Spagefrom=&:Sfiling_number=801126484&:Ndocument_number=104…1/1
TEXAS SECRETARY of STATE RUTH R. HUGHS
BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY
Filing Number: 801126484 Entity Type: Foreign Limited Liability Company (LLC)
Original Date of Filing: May 22, 2009 Entity Status: In existence
Formation Date: N/A
Tax ID: 32039587087 FEIN:
Name: Archer Contingent Energy Risk, LLC
Address: 4000 W. 114th St., Ste. 190 Leawood, KS 66211 USA
Fictitious Name: N/A
Jurisdiction: DE, USA
Foreign Formation
Date:
March 10, 2009
REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES
ASSOCIATED
ENTITIES
Last Update Name Title Address
December 29, 2017 JOSEPH A LETO MANAGER
December 29, 2017 DAVID HOOG MANAGER
Order Return to Search
Instructions: To place an order for additional information about a filing press the 'Order' button.
541
ORDINANCE NO. __________________
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO
AUTHORIZE THE SPEND FOR AN INSURANCE BINDER TO ARCHER CONTINGENT
ENERGY RISK, LLC, FOR FORCED OUTAGE INSURANCE OF THE DENTON ENERGY
CENTER FOR THE SUMMER OF 2021; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7686 AUTHORIZING THE
SPEND FOR POWER PLANT FORCED OUTAGE INSURANCE COVERAGE OR PRODUCTS
AND AWARDING SUCH INSURANCE BINDER TO ARCHER CONTINGENT ENERGY RISK,
LLC, IN THE SUMMER 2021 NOT-TO-EXCEED AMOUNT OF $975,000.00).
WHEREAS, the Energy Risk Management Policy, approved by Ordinance No. 20-420,
requires Denton Municipal Electric to purchase outage insurance to hedge the forced outage risk and
to limit potential losses for the Denton Energy Center; and
WHEREAS, the City has solicited, received, and evaluated competitive proposals for an
insurance binder for forced outage insurance of the Denton Energy Center for the Summer of 2021;
and
WHEREAS, because the premium for forced outage insurance uses live market prices on the
date that the insurance binder agreement is executed, the City Manager, or a designated employee, is
authorized by this ordinance to select from the proposals the most advantageous proposal to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals, and to execute an insurance binder agreement with such provider; 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 following numbered request for proposal for materials, equipment,
supplies, or services
is hereby accepted and approved and the City Manager, or a designated employee, is authorized to
select from the following bidders the most advantageous proposal to the City considering the relative
importance of price and the other evaluation factors included in the request for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
7686 Archer Contingent Energy Risk, LLC $975,000.00
SECTION 2. That by the acceptance and approval of a submitted proposal from a bidder
542
listed above by the City Manager, or a designated employee, the City accepts the offer of the bidder
submitting the proposal for such item 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, outage insurance binder agreement, and
related documents.
SECTION 3. That should the City and the selected bidder wish to enter into a formal written
agreement as a result of the acceptance, approval, and awarding of the proposal, the City Manager, or
their designated representative, is hereby authorized to execute the written contract; provided that the
written contract is in accordance with the terms, conditions, specifications, standards, quantities, and
specified sums contained in the Proposal and related documents herein approved and accepted. Any
agreement is limited to a not-to-exceed amount of $975,000.
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, or their designee.
SECTION 5. The City Council hereby authorizes, accepts, and approves the bidder selected
by the City Manager, or their designated representative, from the above enumerated bidder list and
authorizes the expenditure of funds therefor in the amount and in accordance with the approved bid.
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: ______ ______ ______ ______
Vicki Byrd, District 1: ______ ______ ______ ______
Brian Beck, District 2: ______ ______ ______ ______
Jesse Davis, District 3: ______ ______ ______ ______
Alison Maguire, 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
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ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
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Terry Naulty -Denton Municipal Electric May 25, 2021
City Council Presentation ID 21-970
Denton Energy Center Forced Outage Insurance
545
Objectives
2
To provide price protection to the customer/owners of
DME in the event of forced outage of one or more of the
DEC generating units during period of high wholesale
prices during the summer of 2021 (June –September)
To comply with the Energy Risk Management Policy
(ERMP) approved by City Council
Winter outage insurance will be procured in December for
Jan/Feb 2022.
ID 21-970 546
3
Any malfunction of equipment that causes a generating unit to no
longer be able to deliver energy to the ERCOT transmission grid
•Loss of fuel supply
•Engine mechanical systems
•Controls/ logic systems
•Generator systems
•Transformer systems
•Natural gas control system
•Air pollution control systems
•Cooling water systems
➢No differentiating between operator or equipment failures
Forced Outages
ID 21-970 547
4
Term –June 1 –September 31, 2021
•Hours insured –on-peak weekdays and/or on-peak weekends
➢Deductible Amount
•18.75 MWh (one unit for one hour)
➢Settlement Basis
•Difference in price between the spot hourly market clearing price and an established strike price
•i.e. Strike = $50/MWh, clearing price =$5,000/MWh; settlement price = ($5000 -$50)x volume impacted
➢Maximum Payout –maximum settlement for the Term
•$18.5 million
➢Premium –$629,550 -$800,000 (dependent on market day of binder)
➢Determined by bidder based upon the market price when final offers are received
➢Summer 2021 premium was $493,000 –increased volatility driving premiums up
Forced Insurance Parameters
ID 21-970 548
5
➢Issue request for proposals (April 2021)
➢Receive indicative offers and term & conditions (May 3rd,
2021)
•Form of Binder Agreement for each proposer
➢RFP required similar terms from each proposer
➢Obtain legal sign-off and approval (1 week)
➢Request firm offers at 8:00 AM (May 15th –May 30th)
➢Execute Binder Agreement within 30 minutes of receiving firm
pricing
➢Pay 2% insurance tax
Transaction Process
ID 21-970 549
6
Forced Outage Insurance is a cost effective way to
manage this risk
Mandated by Energy Risk Management Policy
Transaction process requires City Council pre-
approval and authorization for execution
Process is competitive and achieves lowest cost
Staff recommends approval
Summary
ID 21-970 550
Questions:
7
Terry Naulty –Assistant General Manager
ID 21-970 551
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:HL21-0001a,Version:1
AGENDA CAPTION
Consider approval of a resolution of the City of Denton,Texas approving an application for a partial tax exemption of designated
historic sites,in accordance with Chapter 10,Article VI,Sections 10-126 through 10-129 of the Denton Municipal Code of
Ordinances,for a Local Historic Landmark,located at 1003 West Oak Street in the Oak-Hickory Historic District (OHH),generally
located on the south side of West Oak Street,between Denton Street and Welch Street;providing for severability;and providing an
effective date. (HL21-0001a, 1003 W Oak Street - Tax Exemption, Cameron Robertson)
City of Denton Printed on 5/21/2021Page 1 of 1
powered by Legistar™552
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Department of Development Services
ICM: Sara Hensley
DATE: May 25, 2021
SUBJECT
Consider approval of a resolution of the City of Denton, Texas approving an application for a partial tax
exemption of designated historic sites, in accordance with Chapter 10, Article VI, Sections 10-126 through
10-129 of the Denton Municipal Code of Ordinances, for a Local Historic Landmark, located at 1003 West
Oak Street in the Oak-Hickory Historic District (OHH), generally located on the south side of West Oak
Street, between Denton Street and Welch Street; providing for severability; and providing an effective date.
(HL21-0001a, 1003 W Oak Street – Tax Exemption, Cameron Robertson)
BACKGROUND
The applicants and current property owners Walter “Salty” and JoAnn Rishel, have submitted an application
for a partial tax exemption of designated historic sites for their property. Prior to the Historic Landmark
Commission meeting and consideration, the applicant provided staff with information and receipts for
restoration and improvements to the home. This includes updating their HVAC system and adding a new
rear porch with electrical fixtures to their property. The HVAC system update included the installation of a
new thermostat, condenser, and evaporator coil with a new furnace, as well as the redirection of the existing
unit from up flow to a horizontal application. The new rear porch required the placement of a wall/ground
wrap drain, installation of concrete piers, anchors, electric and granite slabs, and the construction of the
lumber deck and bench, along with the stain. The applicants have submitted photos, invoices, and a letter
for the subject work and is included in their application. Refer to Exhibit 5 – Application and Exhibit 6 –
Photos for additional information. The expense for the updated HVAC system was $11,540.00, and the
expense for the new rear porch was $17,119.48.
The total expense for the restoration and improvements presented is $28,659.48. The applicant has provided
staff with proof that payment was paid for (Refer to Exhibit 5). According to the applicant the improvements
and restoration were performed between May and October of 2020. The work that was completed and the
expense amount qualifies the applicant for the City’s tax exemption for a property that is designated as a
Local Historic Landmark or Site.
The home at 1003 W Oak Street, also referred to as the James Newton and Eva Tabor Rayzor House, was
designated as a Local Historic Landmark in 1981. On January 7, 1981, the City Council adopted an
ordinance (81-01) designating the subject property a Local Historic Landmark.
CONSIDERATIONS:
1. Per the City’s Code of Ordinances, Sec. 10-128 (d), Additional ten (10) year exemptions thereafter
will require the property owner to demonstrate to city qualifying expenses of ten thousand dollars
($10,000.00) or more, beyond those demonstrated for the initial or subsequent exemption, for
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
553
permanent improvements and/or for restoration of said property. The Historical Landmark
Commission must determine whether the qualifying expenses result in a permanent improvement
and/or restoration of said property as a condition of receiving the exemption.
2. The subject property is designated as a Local Historic Landmark.
3. The applicant has spent a total of $28,659.48 toward improvements and restoration.
4. If the Historic Landmark Commission recommends a favorable determination that the expenses
presented resulted in a permanent improvement and/or for restoration of the landmarked property, staff
will forward a draft Resolution to the City Council to consider approving the subject property as a
designated Local Historic Landmark in need of tax relief.
5. If the City Council approves the Resolution, the applicant will then need to apply for the partial tax
exception with the chief appraiser of the Denton Central Appraisal District.
PRIOR ACTION/REVIEW
Date Council, Board,
Commission
Request Action
January 7, 1981 City Council Designate the subject
property a Local
Historic Landmark
Approval (Ordinance
81-01)
April 13, 2010 Historic Landmark
Commission
Historic Tax Exemption
(New roof, minor wood
repairs and paint)
Approval (COA10-
0013)
May 10, 2021 Historic Landmark
Commission
Historic Tax Exemption
(HVAC updates and
new rear porch)
Favorable Finding of
Improvement (HL21-
0001)
NEIGHBORHOOD MEETING
No neighborhood meeting was held.
DISCLOSURE
No disclosure has been provided to staff from members of this body as of the issuance of this report.
OPTIONS
1. Approve as submitted
2. Approve subject to conditions
3. Deny
4. Postpone consideration
5. Table item
RECOMMENDATION
Staff recommends approval of the application for a partial tax exemption of designated historic sites for
the property located at 1003 West Oak Street, in accordance with Chapter 10, Article VI, Sections 10-126
through 10-129 of the Denton Municipal Code of Ordinances as a designated as a Local Historic Landmark
in need of tax relief.
EXHIBITS:
1. Agenda Information Sheet
2. Site Location Map
3. Oak-Hickory Historic District Map
554
4. Chapter 10, Article VI, Sections 10-126 through 10-129
5. Application
6. Photos
7. May 10, 2020 – Draft HLC Meeting Minutes
8. Draft Resolution
9. Presentation
Respectfully submitted:
Richard Cannone, AICP
Deputy Director Development Services
Planning Director
Prepared By:
Cameron Robertson, AICP
Historic Preservation Officer
555
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Oak Hickory Historic District
Date: 1/7/2020
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 of the Cityof 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 or implied, areprovided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement.SWELCHSTW MULBERRY ST
W OAK ST
W HICKORY ST
M
O
UNTS AVE
FULTON STBERNARD STGRACE TEMPLE AVE AMARILLO STDENTON STWILLIAMS STN WELCH STGREGG ST
PEARL ST
W PARKWAY ST
ANDERSON ST
HAYNES ST
µ0 150 30075FeetOak Hickory Historic District
Parcels
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ARTICLE VI. ‐ TAX EXEMPTION FOR DESIGNATED HISTORIC SITES[7]
Footnotes:
‐‐‐ (7) ‐‐‐
Cross reference— Historic land preservation and historic districts, § 35-211 et seq.
Sec. 10‐126. ‐ Purpose.
This article is enacted for the purpose of encouraging the preservation of individually designated
historic sites by providing for a reduction of the city's property tax to qualifying properties.
(Ord. No. 87-189, § I(22-50), 10-20-87)
Sec. 10‐127. ‐ Definition.
As used in this article, "designated historic site" means any structure or archeological site and the
land necessary for access to and use of the structure or archeological site, if the structure or
archeological site is designated as a historically or archeologically significant site in need of tax relief to
encourage its preservation pursuant to an ordinance or other law adopted by the governing body of the
unit.
(Ord. No. 87-189, § I(22-51), 10-20-87; Ord. No. 2009-290, § 1, 11-17-09)
Cross reference— Definitions and rules of construction generally, § 1-2.
Sec. 10‐128. ‐ Partial tax exemption of designated historic sites.
(a) Any property which was a designated historic site on the first day of January for any year beginning
with 1989 and extending to and including 2008, shall be exempt from real property ad valorem taxes
levied by the City of Denton to the extent of fifty (50) percent of the assessed value of the designated
historic site. The exemption provided for herein shall apply for a maximum of fifteen (15) successive
years, beginning with the first year the property is entitled to the exemption during the specified years
and continuing and including each and every year of the fourteen (14) successive years thereafter
during which the property is a designated historic site on the first day of January of those fourteen
(14) years.
(b) Any property which was a designated historic site on the first day of January 2009 shall be exempt
from real property ad valorem taxes levied by the City of Denton for tax year 2009 to the extent of
fifty (50) percent of the assessed value of the designated historic site.
(c) Any property which is designated a historic site after the first day of January 2009 may be exempt
from real property ad valorem taxes levied by the City of Denton to the extent of fifty (50) percent of
the assessed value of the designated historic site if the property owner demonstrates to city
qualifying expenses of ten thousand dollars ($10,000.00) or more for permanent improvements
and/or for restoration of said property. The qualifying expenses are limited to two (2) years prior to
designation as a historic site. The historical landmark commission must determine whether the
qualifying expenses result in a permanent improvement and/or restoration of said property as a
condition of receiving the exemption. The exemption provided for herein shall apply for a maximum
of ten (10) successive years, beginning with the first year the property is entitled to the exemption
during the specified years and continuing and including each and every year of the nine (9)
558
successive years thereafter during which the property is a designated historic site on the first day of
January of those nine (9) successive years.
(d) Additional ten (10) year exemptions thereafter will require the property owner to demonstrate to city
qualifying expenses of ten thousand dollars ($10,000.00) or more, beyond those demonstrated for
the initial or subsequent exemption, for permanent improvements and/or for restoration of said
property. The historical landmark commission must determine whether the qualifying expenses result
in a permanent improvement and/or restoration of said property as a condition of receiving the
exemption.
(e) Upon designation as a historic site eligible for a tax exemption or reauthorization of a tax exemption,
the director of planning and development shall provide the property owner a certified ordinance or
other document that authorizes the tax exemption. To receive the exemption provided herein, a
person claiming the exemption must apply for the exemption with the chief appraiser of the Denton
Central Appraisal District as provided by state law. Immediately after issuance of a certificate of
demolition or removal, the director of planning and development shall notify the chief appraiser of the
Denton Central Appraisal District.
(Ord. No. 87-189, § I(22-52), 10-20-87; Ord. No. 98-110, § I, 4-21-98; Ord. No. 2009-290, § 1,
11-17-09)
Sec. 10‐129. ‐ Recapture of taxes.
(a) If any designated historic site is, within twenty-five (25) years from any year in which the property
received a tax exemption under this article:
(1) Removed as a designated historic site by ordinance, upon the request of the owner; or
(2) Removed as a designated historic site by ordinance after it has been determined to have been
totally or partially destroyed or altered by the willful or negligent act of the owner or the owner's
agent, in violation of article V of chapter 35 of this Code;
an additional tax is imposed, on the effective date of the ordinance providing for its removal as a
designated historic site, equal to the difference between the city taxes imposed for each year an
exemption was made under this article, and the taxes that would have been imposed had the exemption
not been made, plus interest on the additional amount at an annual rate of seven (7) percent, calculated
from the dates on which the additional taxes would have become due if not exempted.
(b) If, in providing for the removal of a property as a designated historic site because of its being
partially or totally destroyed or altered, as provided in subsection (a)(2) of this section, the city
council, after receiving the determination of the historic landmark commission and planning and
zoning commission, determines, after public hearing for which the owner shall be given notice, that
the property was totally or partially destroyed or altered by the willful or negligent act of the owner or
his representative, in violation of article V of chapter 35, the additional tax provided for in this section
shall be imposed.
(c) A tax lien attaches to the property on the date it is removed as a designated historic site to secure
payment of the additional tax and interest imposed by this section. The lien exists in favor of the city
for which the additional tax is imposed.
(d) The city tax assessor and collector shall notify the chief appraiser of the additional tax imposed and
shall prepare and deliver a statement to the owner for the additional taxes plus interest as soon as
practicable after removal of the property as a designated historic site. The taxes and interest are due
and become delinquent and incur penalties and interest as provided by law for ad valorem taxes
imposed by the city if not paid before February 1 of the year following the year in which the additional
tax is imposed.
(Ord. No. 87-189, § I(22-53), 10-20-87)
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Historic Landmark Commission
Meeting Minutes
May 10, 2021
After determining that a quorum was present, the Historic Landmark Commission convened in a
Regular Meeting on Monday, May 10, 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 were considered:
PRESENT: Chair Roy Anderson, Vice-Chair Mary Anderson. Commissioners: Cassandra
Berry, Melody Kohout, Evan Stone, Linnie McAdams and Angie Stripling.
ABSENT: Commissioner: Kady Finley.
STAFF: Cameron Robertson, Mack Reinwand, Ron Menguita, and Monica Salcedo.
NOTE: Chair Roy Anderson, Vice-Chair Mary Anderson, and Commissioners Linnie McAdams,
Evan Stone, Angie Stripling, Kady Finley, Cassandra Berry and Melody Kohout will be participating
in the meeting via video/teleconference.
Chair Roy Anderson opened the Historic Landmark Commission meeting at 3:0 p.m.
REGULAR MEETING
1. PLEDGE OF ALLEGIANCE
A. U.S. Flag B. Texas Flag
2. ITEMS FOR CONSIDERATION
A. Consider the approval of the March 15, 2021 minutes.
No comments or corrections.
Commissioner Linnie McAdams motioned to approve the January 11, 2021 meeting minutes.
Motion seconded by. Unanimous vote. Motion carried 5-0-4.
AYES (5): Chair Roy Anderson, Vice-Chair Mary Anderson. Commissioners: Cassandra Berry,
Melody Kohout, and Angie Stripling.
NAYS (0): None
ABSENT (4): Commissioner Evan Stone, Kady Finley, Linnie McAdams, and Janell Cottam.
B. Hold a public meeting and consider an application for a Certificate of Appropriateness
(COA), in accordance with Section 2.9.2 of the Denton Development Code, to
construct an awning and reconfigure the front façade windows at 219 Jagoe Street,
within the West Oak Area Historic District (WOH). The site is located on the west
side of Jagoe Street, just north of W Oak Street. (COA21-0003, 219 Jagoe Street,
Cameron Robertson)
579
Commissioner Linnie McAdams motioned to deny Item 2B. Motion seconded by. Unanimous
vote. Motion carried 5-0-4. Check reason on 3:32 from Roy Anderson and Melody Kohouts.
AYES (5): Chair Roy Anderson, Vice-Chair Mary Anderson. Commissioners: Cassandra Berry,
Melody Kohout, and Angie Stripling.
NAYS (0): None
ABSENT (4): Commissioner Evan Stone, Kady Finley, Linnie McAdams, and Janell Cottam.
C. Hold a public meeting and consider an application for a Certificate of Appropriateness,
in accordance with Section 2.9.2 of the Denton Development Code, to remove the
flower boxes and replace exterior ground-floor windows at 120 W Oak Street, a local
Historic Landmark and a contributing building to the Denton County Courthouse
Square National Register Historic District. The site is located on the northeast corner
of N Elm Street and W Oak Street. (COA21-0004, 120 W Oak Street, Cameron
Robertson)
Commissioner motioned to approve Item 2C. Motion seconded by. Unanimous vote. Motion
carried 5-0-4.
AYES (5): Chair Roy Anderson, Vice-Chair Mary Anderson. Commissioners: Cassandra Berry,
Melody Kohout, and Angie Stripling.
NAYS (0): None
ABSENT (4): Commissioner Evan Stone, Kady Finley, Linnie McAdams, and Janell Cottam.
D. Hold a public meeting and consider an application for a Certificate of Appropriateness
(COA), in accordance with Section 2.9.2 of the Denton Development Code, to
construct a new house and relocate and reduce an existing two-story garage apartment
to one-story at 2230 West Oak Street, within the West Oak Area Historic District
(WOH). The site is located on the northeast corner of West Oak Street and Thomas
Street. (COA21-0005, 2230 W Oak Street New Construction, Cameron Robertson)
Commissioner motioned to approve Item 2D. Motion seconded by. Unanimous vote. Motion
carried 5-0-4.
AYES (5): Chair Roy Anderson, Vice-Chair Mary Anderson. Commissioners: Cassandra Berry,
Melody Kohout, and Angie Stripling.
NAYS (0): None
ABSENT (4): Commissioner Evan Stone, Kady Finley, Linnie McAdams, and Janell Cottam.
E. Hold a public meeting and determine whether the presented expenses resulted in a
permanent improvement or restoration of a local historic landmarked property located
at 1003 West Oak Street, within the Oak-Hickory Historic District (OHH). The site is
located on the south side of West Oak Street, midblock between North Welch and
Denton Streets. (HL21-0001, 1003 W Oak Street, Cameron Robertson)
580
Commissioner motioned to approve Item 2E. Motion seconded by. Unanimous vote. Motion
carried 5-0-4.
AYES (5): Chair Roy Anderson, Vice-Chair Mary Anderson. Commissioners: Cassandra Berry,
Melody Kohout, and Angie Stripling.
NAYS (0): None
ABSENT (4): Commissioner Evan Stone, Kady Finley, Linnie McAdams, and Janell Cottam.
With no other business, the meeting was adjourned at 4:13 p.m.
X
Roy Anderson
Chair of Historic Landmark Commission
X
Monica Salcedo
Administrative Assistant
581
RESOLUTION NO. __________
A RESOLUTION OF THE CITY OF DENTON, TEXAS APPROVING AN APPLICATION
FOR A PARTIAL TAX EXEMPTION OF DESIGNATED HISTORIC SITES, IN ACCORDANCE WITH CHAPTER 10, ARTICLE VI, SECTIONS 10-126 THROUGH 10-129 OF THE DENTON MUNICIPAL CODE OF ORDINANCES, FOR A LOCAL HISTORIC LANDMARK, LOCATED AT 1003 WEST OAK STREET IN THE OAK-HICKORY
HISTORIC DISTRICT (OHH), GENERALLY LOCATED ON THE SOUTH SIDE OF WEST
OAK STREET, BETWEEN DENTON STREET AND WELCH STREET; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. (HL21-0001) WHEREAS, Article 8, Section 1-f of the Texas Constitution and Section 11.24 of the
Texas Tax Code enable the City of Denton to exempt from taxation part or all of the assessed
value of certain historically significant sites in need of tax relief to encourage their preservation; and WHEREAS, pursuant to §10-128(c) of the Denton Code of Ordinances, the owner of the real property located at 1003 W Oak Street, legally described as set forth in Exhibit A, attached,
and designated for purposes of ad valorem tax appraisal and assessment as DCAD property ID 34996 (hereinafter, the “Property”), has made and filed with the City Historic Preservation Officer a sworn, complete, and sufficient application for tax abatement of the Property, thereby satisfying all threshold substantive and procedural requirements of §10-128 of the Denton Code of Ordinances; and
WHEREAS, On May 10, 2021, the Historic Landmark Commission of the City of Denton has received, reviewed, and recommended the Property to the City Council for tax abatement in accordance with Chapter 10, Article VI of the Denton Code of Ordinances of the City of Denton, as a historically significant site in need of preservation; and
WHEREAS, pursuant to §10-126 of the Denton Code of Ordinances, all other prerequisites have been satisfied for the City Council’s certification of eligibility for such a tax abatement on the Property, as a historically significant site in need of preservation; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The foregoing recitals are incorporated into this Resolution by reference as findings of fact, as if expressly set forth herein. The City Council further finds from the matters
presented before it that the Property, specifically including the structure located at 1003 W Oak Street, satisfies the tax abatement criterion set forth in Section 10-128(d) of the Denton Code of Ordinances, as a historically significant site in need of preservation, as well as the criteria set forth in §11.24(2) of the Texas Tax Code, as a historically significant site in need of tax relief to encourage its preservation pursuant to City of Denton Code of Ordinances.
SECTION 2. Notwithstanding these findings, and in compliance with the limitations set forth at §10-128 of the Denton Code of Ordinances and §11.24 of the Texas Tax Code, the determination of that portion of land which is reasonably necessary for access to, and use of, the historic structures declared herein (the “Eligible Land”), is deferred to the discretion of the Chief
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Page 2 of 3
Appraiser of the Denton County Appraisal District, together with the discretion to determine whether annual applications must be made to the Denton County Appraisal District in order to
obtain the abatement herein approved.
SECTION 3. Accordingly, in compliance with Texas Tax Code §11.24(2), this Resolution stands as the official action of the City of Denton to abate and exempt from taxation for a period of ten (10) years following completion of the planned renovation, that portion of the
assessed value of the structure located at 1003 W Oak Street and Eligible Land.
SECTION 4. Notwithstanding any approvals provided herein, the abatement remains subject to all limitations imposed by State and Federal law, specifically including, but not limited to, the Texas Tax Code.
SECTION 5. Should any paragraph, section, sentence, phrase, clause or word of this Resolution be declared unconstitutional or invalid for any reason, the remainder of this Resolution shall not be affected thereby. SECTION 6. 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: ______ ______ ______ ______
Vicki Byrd, District 1: ______ ______ ______ ______
Brian Beck, District 2: ______ ______ ______ ______
Jesse Davis, District 3: ______ ______ ______ ______
Alison Maguire, 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
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Page 3 of 3
ATTEST:
ROSA RIOS, CITY SECRETARY BY:
APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY
BY:
Digitally signed by Mack
Reinwand
Date: 2021.05.19 18:02:05 -05'00'
584
EXHIBIT “A”
BEING A 0.466 ACRE TRACT OF LAND SITUATED IN THE EUGENE PUCHALSKI
SURVEY, ABSTRACT NO. 996, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS:
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Da
HL21-0001a
1003 W Oak St
May 25, 2021
City Council Meeting
1
586
Location
2
•Oak-Hickory
Historic District
5/25/21 HL21-0001a
587
Location
35/25/21
•1003 W Oak Street
•South side of W
Oak Street,
between Welch
Street and Denton
Street
HL21-0001a
588
Location
45/25/21
•1003 W Oak Street
•Salty and JoAnn Rishel
•Local Historic Landmark
•James Newton and Eva Tabor
Rayzor House
HL21-0001a
589
Request
5
•Application for Historic Landmark Tax Exemption
•Section 10-128 (d) –Partial Tax Exemption of Designated
Historic Sites
•HVAC System Updates and New Rear Porch
•$28,659.48
5/25/21 HL21-0001a
590
Background
6
•Section 10-128 (d)
Additional ten (10) year exemptions thereafter will require the property owner to
demonstrate to city qualifying expenses of ten thousand dollars ($10,000.00) or
more, beyond those demonstrated for the initial or subsequent exemption, for
permanent improvements and/or for restoration of said property. The historical
landmark commission must determine whether the qualifying expenses result in a
permanent improvement and/or restoration of said property as a condition of
receiving the exemption.
5/25/21 HL21-0001a
591
75/25/21 HL21-0001a
592
85/25/21 HL21-0001a
593
95/25/21 HL21-0001a
•Install New Porch at Rear Door
•Install Wall/Ground Wrap Drain
•Install Concrete Piers, Metal, and
Anchors
•Install Treated Lumber Deck, Bench,
Stain, Electric and Granite
•Install 5-ton Bosch condenser and
evaporator coil with Amana furnace
•Existing unit was up flow, and was
converted to a horizontal application
•Install New Thermostat
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Recommendation
10
•Staff recommends approval of the application for a partial tax exemption of
designated historic sites for the property located at 1003 West Oak Street, in
accordance with Chapter 10, Article VI, Sections 10‐126 through 10‐129 of the
Denton Municipal Code of Ordinances as a designated as a Local Historic
Landmark in need of tax relief.
5/25/21 HL21-0001a
595
Questions?
115/25/21 HL21-0001a
596
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-1055,Version:1
AGENDA CAPTION
Consider approval of a resolution confirming City Council’s prior policy direction on public meetings strategy
and transition back to in-person meetings.
City of Denton Printed on 5/21/2021Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
CM/ DCM/ ACM: Sara Hensley, Interim City Manager
DATE: May 25, 2021
SUBJECT
Consider approval of a resolution confirming City Council’s prior policy direction on public meetings
strategy and transition back to in-person meetings.
BACKGROUND
When the impacts of the COVID-19 pandemic began in March 2020, staff took immediate emergency
action to quickly create, implement, and staff a virtual solution for public meetings for City Council,
Council Committees, and Boards and Commissions. The City was allowed, and continues to be allowed,
to hold all virtual meetings per a gubernatorial suspension of certain Texas Open Meetings Act (TOMA)
requirements. This suspension is tied to the continuation of Governor Abbott’s statewide disaster
declaration, which has been extended for 30-day periods since the start of the pandemic.
However, to meet certain TOMA requirements for virtual meetings under the disaster, all 28 (now 30)
public meetings bodies had to become produced and streamed for public viewing online since the public
could not attend and view the meeting in-person.
DISCUSSION
On May 11, 2021, staff presented a COVID Update work session to City Council and sought direction on
public meetings moving forward. A copy of work session materials are linked here and available in
Exhibit 4. The presentation reviewed public meeting production prior to COVID-19 and the current
temporary meeting production and its challenges and considerations.
At the end of the presentation, Council gave City staff direction to begin the process of returning to in-
person meetings for boards, commissions, and committees beginning June 1 as follows:
• Return all public meetings to in-person meetings as of June 1
o Allows bodies the option to return to meeting schedule
and frequency
o Allows public participation and viewing in-person
• Continue Temporary Modifications for those 8 bodies (chart to the
right) that are regularly produced
o Through summer (until Sept. 1, 2021 or expiration of
Governor’s waiver)
o Use Zoom platform and continue temporary meeting
production/staffing
o Public Comment can be done in-person or remotely
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Meetings Produced
•City Council
•Planning and Zoning
•Public Utilities Board
•Zoning board of
Adjustment
•Board of Ethics
•Mobility Committee
•Persons with Disabilities
•Economic Development
Partnership Board
598
o Council or Board members can participate remotely if they
choose to
o Use Council Chambers
As presented on May 11, the following next steps are in action or planned:
• Placed item on tonight, May 25 Council agenda, to update Rules of Procedure to allow for public
comment in-person at meetings again (ID#21-1022);
• Sent initial communications to staff liaisons and Board & Commission members;
• Outfitting the Council Chambers with barriers between seats on the dais, marking off some seats,
and setting up a separate microphone if any of members of the public are in-person to speak;
• Follow health & safety protocols
o Updated signage to advise and ask individuals to follow the CDC’s latest guidance to
individuals for health & safety
After further review and starting to take the actions necessary to transition to the hybrid model for City
Council and certain meeting bodies as specified, staff is recommending delaying the start of the hybrid
meetings transition by two weeks to Monday, June 14.
In addition, staff is recommending that the Committee on Persons with Disabilities and the Economic
Development Partnership Board (EDPB), due to their large size and other considerations, continue
temporarily to stay all virtual until Sept. 1, 2021 or until expiration of the Governor’s waiver of certain
TOMA requirements.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
This Resolution is to confirm the prior Council direction received by City Council on May 11 and proceed
with planned next steps.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Resolution
Exhibit 3 – Presentation
Respectfully submitted:
Sarah Kuechler
Chief of Staff
599
RESOLUTION NO. ______________
A RESOLUTION CONFIRMING CITY COUNCIL’S PRIOR POLICY DIRECTION ON
PUBLIC MEETINGS STRATEGY AND TRANSITION BACK TO IN-PERSON
MEETINGS.
WHEREAS, when the COVID-19 pandemic began in March 2020, City staff took immediate emergency action to quickly create, implement, and staff a virtual solution for
public meetings for City Council, Council Committees, and Boards and Commissions; and WHEREAS, the City of Denton was allowed, and continues to be allowed, to hold all
virtual meetings per a gubernatorial suspension of certain Texas Open Meetings Act (TOMA)
requirements, so long as Governor Abbott’s statewide disaster declaration continues; and WHEREAS, in order to meet certain TOMA requirements for virtual meetings under
the statewide disaster declaration, all public meetings bodies had to be produced and streamed for public viewing online since the public could not attend and view the meeting in-person; and WHEREAS, on May 11, 2021, staff presented a COVID Update work session to City
Council and sought direction on public meetings moving forward; and WHEREAS, at the end of the presentation on May 11, Council gave City staff direction
to begin the process of returning to in-person meetings for boards, commissions, and
committees beginning June 1; and
WHEREAS, after further review and starting to take the actions necessary to transition
to the hybrid model for City Council and certain meeting bodies as specified, staff is
recommending delaying the start of the hybrid meetings transition by two weeks to Monday,
June 14; and WHEREAS, the City Council wishes to confirm its policy direction and communicate
how public meetings will be conducted to community members; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. No later than June 14, 2021, the following boards, commissions, and
committee meetings will be held on an in-person basis with public access and will not be
produced for viewing and streaming:
x Agenda Committee
x Airport Advisory Board
x Animal Shelter Advisory Committee
x Audit Finance Committee
x Bond Oversight Committee
x Civil Service Commission
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x Committee on Community Engagement
x Committee on the Environment
x Community Development Advisory Committee
x Community Partnership Committee
x Council Appointee Performance Review Committee
x Council Airport Committee
x Development Code Review Committee
x Downtown Denton Tax Increment Financing Reinvestment Zone (TIRZ) Board
x Health and Building Standards Commission
x Historic Landmark Commission
x Human Services Advisory Committee
x Library Board
x Parks, Recreation, and Beautification Board
x Public Art Committee
x Sustainability Framework Advisory Committee
x Tax Increment Reinvestment Zone (TIRZ) Number Two Board
x Traffic Safety Committee SECTION 2. No later than June 14, 2021, the following boards, commissions, and committee meetings will be held on an in-person basis but allow for virtual participation by
members and for public comment until September 1, 2021 or until Governor Abbott amends or removes the ability for government entities to hold virtual meetings, whichever comes first.
x City Council
x Planning and Zoning
x Public Utilities Board
x Zoning Board of Adjustments
x Board of Ethics
x Mobility Committee
SECTION 3. The following boards, commissions, and committee meetings will continue to be held virtually until September 1, 2021 or until Governor Abbott amends or removes the ability for government entities to hold virtual meetings, whichever comes first.
x Persons with Disabilities
x Economic Development Partnership Board (EDPB)
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 [ _- _ ]:
601
Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______
Vicki Byrd, District 1: ______ ______ ______ ______
Brian Beck, District 2: ______ ______ ______ ______
Jesse Davis, District 3: ______ ______ ______ ______
Alison Maguire, District 4: ______ ______ ______ ______
Deb Armintor, At Large Place 5: ______ ______ ______ ______
Paul Meltzer, At Large Place 6: ______ ______ ______ ______
PASSED AND APPROVED this the _________ day of ___________________, 2021.
__________________________________
GERARD HUDSPETH, MAYOR
ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _______________________________
Digitally signed by 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: 2021.05.20 21:46:08 -05'00'
602
Items for Individual Consideration
Public Meetings
May 25, 2021
1ID#21-1055 and #21-1022, May 25, 2021
603
•On May 11, staff presented to City Council and received direction for how to proceed with public meetings
•Approved policy direction by Council
•Allows bodies the option to return to pre-COVID-19 meeting schedule and frequency (instead of reduced frequency due to limited resources)
•Allows for public participation and viewing in-person (while still allowing the option for remote participation for the hybrid meetings)
•Returns meeting production to pre-COVID-19 status (produce 8 public meeting bodies selected and budgeted for; allow staff to return to a sustainable level of meeting production)
2ID#21-1055 and #21-1022, May 25, 2021
Resolution on Public Meetings (21-1055)
604
Resolution on Public Meetings (21-1055)
•What’s been done:
•Developed item to update Rules of Procedure to allow for public comment in-person at meetings again (ID#21-1022);
•Sent initial communications to staff liaisons and Board & Commission members;
•Making room modifications (including outfitting the Council Chambers with barriers between seats on the dais, marking off some seats, and setting up a separate microphone if any of members of the public are in-person to speak)
•Updated signage to advise and ask individuals to follow the CDC’s latest guidance to individuals for health & safety
•Recommended modifications incorporated into resolution:
•Delay the start of hybrid meetings transition by two weeks to Monday, June 14 (due to staff training, testing, and availability)
•Continue Committee on Persons with Disabilities and the Economic Development Partnership Board temporarily as all virtual due to their large size and other considerations, until Sept. 1, 2021 or until expiration of the Governor’s waiver of certain TOMA requirements
•Resolution would confirm prior policy direction received by City Council
3ID#21-1055 and #21-1022, May 25, 2021
605
Ordinance for Rules of Procedure (21-1022)
4
•City Council meetings are conducted in accordance with the Council Rules of Procedure (Code of Ordinances Section 2-29)
•Council temporarily amended the Rules of Procedure on March 31, 2020 in order to facilitate virtual meetings
•Council, boards, commissions, and committees operating under these Rules since that time.
•With return to in person and hybrid meetings, staff is proposing to repeal and replace Rules on a permanent basis to:
•Allow for in-person and/or virtual attendance as applicable
•Allow for public participation in person, by phone, or online comment
•Provide general flexibility with regard to the method of member or public participation and interaction
ID#21-1055 and #21-1022, May 25, 2021
606
Questions?
5ID#21-1055 and #21-1022, May 25, 2021
607
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-1022,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton repealing and replacing City of Denton Code of
Ordinances Section 2-29 (City Council Rules of Procedure); providing for a severability clause; providing for
codification; and providing for an effective date.
City of Denton Printed on 5/21/2021Page 1 of 1
powered by Legistar™608
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
CM/ DCM/ ACM: Sara Hensley, Interim City Manager
DATE: May 25, 2021
SUBJECT
Consider adoption of an ordinance of the City of Denton repealing and replacing City of Denton Code of
Ordinances section 2-29 (City Council Rules of Procedure); providing for a severability clause; providing
for codification; and providing for an effective date.
BACKGROUND
On March 13, 2020, then Mayor Watts executed a “Declaration of Local Disaster for Public Health
Emergency,” in response to the COVID-19 pandemic. On March 17, 2020, Mayor Watts extended the
Declaration of Emergency and issued an Order of the Council of the City of Denton. This declaration, as
extended and along with the Twelfth Order of Council, continues to be in effect through June 30, 2021.
In accordance with 418.06 of the Texas Government Code and in an effort to reduce the spread of
COVID-19, Governor Abbott temporarily suspended various provisions of the Texas Open Meetings Act
(TOMA) on March 16, 2020 to allow for telephonic or videoconference meetings of governmental bodies
so long as those meetings are accessible to the public.
Denton City Council meetings are conducted in accordance with the Rules of Procedure set forth in
Section 2-29 of the Code of Ordinances. During the March 31, 2020 meeting, the City Council adopted an
ordinance that temporarily amended Section 2-29 (City Council Rules of Procedure). These temporary
changes to the Rules of procedure allowed for virtual, or videoconference, meetings of the City Council
and boards and commissions to take place.
During the March 31, 2020 meeting, the Council was advised that when in-person public meetings
resume, the temporary amendments will be lifted or amended to restore the procedural requirements that
were in place prior to March 31, 2020.
DISCUSSION
The ordinance presented for Council consideration would amend the Rules of Procedure to facilitate the
direction provided by Council on May 11, 2021 regarding public meetings as presented in item ED 20-
1055.
In contrast to the ordinance adopted on March 31, 2020, the changes presented are not temporary in
nature but are permanent amendments intended to provide ongoing flexibility so that virtual, hybrid, or in-
person public meeting formats may be used without the need for future Rules of Procedure revisions.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
609
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
March 31, 2020 – Ordinance temporarily amending the Rules of Procedure
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Ordinance
Exhibit 3 – Presentation
Exhibit 4 – Rules of Procedure (Redline)
Exhibit 5 – March 31, 2020 Temporary Amendments
Respectfully submitted:
Ryan Adams
Director of Customer Service and Public Affairs
610
ORDINANCE NO. ______________
AN ORDINANCE OF THE CITY OF DENTON REPEALING AND REPLACING CITY OF DENTON CODE OF ORDINANCES SECTION 2-29 (CITY COUNCIL RULES OF PROCEDURE); PROVIDING FOR A SEVERABILITY CLAUSE; PROVIDING FOR CODIFICATION; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, beginning in December 2019, a novel coronavirus, now designated SARS-
CoV2 which causes the disease COVID-19, has spread throughout the world and has now been
declared a global pandemic by the World Health Organization; and
WHEREAS, in March of 2020 the Attorney General suspended certain statutes related to
the Texas Open Meetings Act so that governmental entities can continue governmental business
during the term of the state of emergency using alternative measures for meetings; and
WHEREAS, consistent with the Attorney General’s suspension of certain statutes related
to the Texas Open Meetings Act, the City Council of the City of Denton temporarily amended
Section 2-29 of the City of Denton Code of Ordinances on March 31, 2020 to provide for flexibility in conducting City business and to specify alternative means for both Councilmembers
and the public to attend and participate in open meetings; and
WHEREAS, the City Council desires to allow for flexibility in meetings to accommodate both in-person and videoconference meetings; NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The recitals contained in the preamble of this ordinance are true and correct,
and are hereby incorporated as if set out fully herein.
SECTION 2. Section 2-29, entitled Council Rules of Procedure, of the City of Denton Code
of Ordinances, including temporary amendments thereto, is hereby repealed and replaced as
follows:
Subpart A – Code of Ordinances
ARTICLE II. - ADMINISTRATIVE ORGANIZATION Sec. 2-29. - City council rules of procedure.
(a) Authority.
(1) Charter: Pursuant to the provisions of Section 2.07 of the Charter of the City of Denton, Texas, the City Council hereby enacts these rules of procedure for all meetings of the City Council of the City of Denton, Texas. During any meeting, a reasonable opportunity shall be given for citizens to be heard
under these rules. These Rules of Procedure are enacted as guidelines to be followed by
611
all persons in the Council Chamber including the city administrative staff, news media,
and visitors.
(b) General rules. (1) Meetings to be public: All official meetings of the Council and Council committees and subcommittees, except closed meetings permitted by the provisions of the Texas Open Meetings Act, V.T.C.A. Government Code Ch. 551, (Vernon 2014), as amended, shall be
open to the public.
(2) Quorum: Four (4) members of the council shall constitute a quorum for the transaction of business. (Charter, Section 2.06) (3) Compelling attendance: No member shall be excused from attendance at a council meeting except for good and valid reasons. It will be the duty of the council member to
notify the city secretary prior to the meeting at which he or she is going to be absent. The
city secretary will record each council member as being present or absent as a part of the minutes prepared for each council meeting. (4) Misconduct: The council may punish its own members for misconduct consistent with any ethics policy adopted by the council.
(5) Minutes of meetings: An account of all proceedings of the council shall be kept by the
city secretary and shall be entered in a book constituting the official record of the council. A certified agenda shall be prepared and shall be approved by the mayor for all closed meetings for which a certified agenda is required to be kept in accordance with the Texas Open Meetings Act.
(6) Questions to contain one subject: All questions submitted for a vote shall contain one
subject, except the city council may approve all items which are on the consent agenda in one motion, regardless of how many subjects are contained in the consent agenda, so long as all items have been properly posted in accordance with the Texas Open Meetings Act and have not been removed from the consent agenda by a council member. If two or
more points are involved, any member may require a division, if the question reasonably
admits of a division. (7) Right to floor: Any member desiring to speak shall be recognized by the chairperson, and shall confine his or her remarks to the subject under consideration or to be considered. No member shall be allowed to speak more than once on any one subject until every member
wishing to speak shall have spoken.
(8) City manager: The city manager, or acting city manager, shall attend all meetings of the council unless excused. He or she may make recommendations to the council and shall have the right to take part in all discussions of the council, but shall have no vote. (Charter, Section 5.03 (d))
(9) City attorney: The city attorney, or acting city attorney, shall be available upon request
for all meetings of the council unless excused and shall, upon request, give an opinion, either written or oral, on questions of law. The city attorney shall act as the council's parliamentarian. (10) City secretary: The city secretary, or acting city secretary, shall attend all meetings of the council unless excused, and shall keep the official minutes and perform such other
duties as may be requested by the council. (11) Officers and employees: Any officer or employee of the city, when requested by the city manager, shall attend any meeting of the council. If requested to do so by the city manager, such employee may present information relating to matters before the council.
612
(12) Rules of order: These rules govern the proceedings of the council in all cases, except
that where these rules are silent, the most recent Edition of Robert's Rules of Order shall
govern. (13) Suspension of rules: Any provision of these rules not governed by the City Charter or other City Code provisions may be temporarily suspended by the affirmative vote of four (4) members of the council. The vote on any such suspension shall be taken by yeas or
nays and entered into the minutes of the council.
(14) Amendment of rules: These rules may be amended, or new rules adopted by the affirmative vote of four members of the council, provided that the proposed amendments or new rules shall have been introduced before the city council at a prior council meeting. (15) Attendance under this subsection may be in-person or via videoconference or
teleconference.
(c) Code of conduct. (1) Council members: a. During council meetings, council members shall preserve order and decorum and shall neither by conversation or otherwise delay or interrupt the proceedings nor
refuse to observe the rules of the council.
b. A council member, once recognized, shall not be interrupted while speaking unless called to order by the mayor or presiding officer, unless a point of order is raised by another member or the parliamentarian, or unless the speaker chooses to yield to questions from another member. If a council member is called to order while he or
she is speaking, he or she shall cease speaking immediately until the question of order
is determined. If ruled to be in order, he or she shall be permitted to proceed. If ruled not to be in order, he or she shall remain silent or shall alter his or her remarks so as to comply with rules of the council. (2) Administrative staff:
a. Members of the administrative staff and employees of the city shall observe the same
rules of procedure and decorum applicable to members of the council, and shall have no voice unless and until recognized by the chair. b. While the presiding officer shall have the authority to preserve decorum in meetings as far as staff members and city employees are concerned, the city manager also shall
be responsible for the orderly conduct and decorum of all city employees under his or
her direction and control. c. The city manager shall take such disciplinary action as may be necessary to insure that such decorum is preserved at all times by city employees in council meetings. d. All remarks and questions addressed to the council shall be addressed to the council
as a whole and not to any individual member thereof.
e. No staff member, other than a staff member having the floor, shall enter into any discussion either directly or indirectly without permission of the presiding officer. (3) Citizens: a. Citizens and other visitors are welcome to attend all public meetings of the city council, and participate via any method the City makes available, including but not
limited to personal appearance, telephonic participation, and email/internet submissions. b. All meeting attendees shall conduct themselves with propriety and decorum. Conversations between or among audience members should be conducted outside the
613
meeting room. Attendees will refrain from excessively loud private conversations
while the council is in session.
c. Unauthorized remarks from the audience, stamping of the feet, applauding, whistles, yells, and similar demonstrations shall not be permitted. d. Placards, banners, signs, pamphlets, flyers, or political materials of any type will not be permitted in the city council chamber or in any other room in which the city
council is meeting. Exhibits, displays, and visual aids used in connection with
presentations to the city council, however, are permitted. e. Audience members may not place their feet on any chairs in the city council chamber or other room in which the city council is meeting. f. Only city council members and city staff may step onto the dais.
g. All people wishing to address the city council shall first be recognized by the
presiding officer and shall limit their remarks to the matter under discussion. h. All remarks and questions addressed to the city council shall be addressed to the city council as a whole and not to any individual members. i. Any person addressing the city council in the city council chamber shall do so from
the lectern unless physically unable to do so. People addressing the city council shall
not be permitted to approach the dais. If they wish to hand out papers or other materials to the city council, they should express that desire to the presiding officer, and the city manager shall direct a staff member to hand out the materials. Electronic materials should be submitted through a dedicated email account at least four hours
prior to the start of the meeting.
j. When the time has expired for a presentation to the city council, the presiding officer shall direct the person speaking to cease. A second request from the presiding officer to cease speaking shall be cause of the removal of the speaker if that person continues to speak.
k. Equipment, apparatus, or paraphernalia such as camera tripods, easels, or wheelchairs
shall not obstruct, block, or otherwise be located in the doorway, entranceway, or walkways of the city council chambers or of any other room in which the city council may choose to meet. Representatives of the electronic media may set up cameras and other equipment only in the back of the room. It is permissible for television camera
operators to film for short periods of time (several minutes) from the entranceway to
the city council chambers. Any radio station, which broadcasts the regular city council meetings live, may hook their equipment up at the front of the room as long as it remains out of sight and out of the way. l. There will be a uniformed City of Denton police officer present at all regular
meetings of the city council. This police officer shall act in the capacity of a security
officer/sergeant-at-arms, and shall enforce the meeting rules and act upon the direction of the presiding officer. m. Any person making personal, impertinent, profane, or slanderous remarks, or who becomes boisterous while addressing the city council or who otherwise violates any of the above-mentioned rules while attending a city council meeting shall be removed
from the meeting at the direction of the presiding officer, and the person shall be barred from further audience and participation before the city council during that session of the city council. If the presiding officer fails to act, any member of the city council may move to require the offending person's removal, and the affirmative vote
614
of a majority of the city council shall require the presiding officer to act. The
sergeant-at-arms, if so directed by the presiding officer or an affirmative vote of the
majority of the city council, shall remove the offending person from the meeting. (4) Enforcement: The city manager, in the absence of a designated law enforcement officer, shall act as sergeant at arms for the council, and shall furnish whatever assistance is needed to enforce the rules of decorum herein established.
(5) Seating arrangement: The city secretary, city manager and city attorney shall occupy the
respective seats in the council chamber assigned to them by the mayor, but any two (2) or more members of the council may exchange seats. (6) Videoconferencing: City council members may elect to participate in a city council meeting by videoconference in the event the member is traveling or unable to attend a
meeting due to illness or declaration of disaster or emergency.
a. Procedures for meeting by videoconference if a quorum will be in one physical location: The council meeting notice shall specify where the quorum of the governmental body will be physically present, and the intent to have a quorum present at that location.
The video and audio feed of a remote councilmember or employee shall be broadcast
live at the meeting. Each portion of the meeting held by videoconference call that is required to be open to the public shall be visible and audible to the public at the location where the quorum is present. The location at which the quorum is present, and each remote location from which a member of the governmental body
participates, shall have two-way audio and video communication with each other
location during the entire meeting. Each participant's face in the videoconference call, while speaking, shall be clearly visible and audible to each other participant and, during the open portion of the meeting, to the members of the public in attendance at the location where a quorum is present, and at any other location of the meeting that
is open to the public. The audio and video signals perceptible by members of the
public at each location of the meeting shall meet or exceed minimum standards established by Texas Department of Information Resources (DIR) rules. The audio and video signals perceptible by members of the public at the location where the quorum is present and, any other location open to the public, shall be of sufficient
quality so that members of the public at each location can observe the demeanor and
hear the voice of each participant in the open portion of the meeting. If a problem occurs that causes a meeting to no longer be visible and audible to the public at the location where a quorum is present, the meeting shall be recessed until the problem is resolved, and if the problem is not resolved in six hours or less, the meeting shall be
adjourned. The city shall make at least an audio recording of the meeting, and the
recording shall be made available to the public. b. Procedures for meeting by videoconference if a quorum will not be in one physical location: The city shall make available to the public at least one suitable physical space in the city that is equipped with videoconference equipment that provides an audio and
video display, as well as a camera and microphone, by which a member of the public can provide testimony or otherwise participate in the meeting. The member of the governmental body presiding over the meeting shall be present at this site, and the location must be open to the public. The meeting notice shall specify the physical
615
space provided, and shall also specify the intent to have the presiding officer present
at the location. Any member of the public present at this location shall be provided
the opportunity to participate in the meeting by means of a videoconference call in the same manner as a person who is physically present at a meeting of the governmental body that is not conducted by videoconference. Each portion of the meeting held by videoconference call that is required to be open
to the public shall be visible and audible to the public. The video and audio feed of a
remote councilmember or employee shall be broadcast live at the meeting. The site provided in the city and each remote location from which a member participates, shall have two-way audio and video communication with each member who is participating by videoconference during the entire meeting. Each participant's face in
the videoconference, while speaking, must be clearly visible and audible to each other
participant and, during the open portion of the meeting, to the members of the public in attendance at the meeting location in the city, and at any other location of the meeting that may be open to the public. The audio and video signals perceptible by members of the public at each location of the meeting shall meet or exceed minimum
standards established by DIR rules. The audio and video signals perceptible by
members of the public at each location of the meeting that is open to the public, and each remote location, must be of sufficient quality so that members of the public at each location can observe the demeanor and hear the voice of each participant in the open portion of the meeting. If a problem occurs that causes the meeting to no longer
be visible and audible to the public at the meeting site in the city, the meeting must be
recessed until the problem is resolved, and if the problem is not resolved in six hours or less, the meeting shall be adjourned. The city shall make at least an audio recording of the meeting, and the recording shall be made available to the public. c. Council members wishing to participate in a meeting by videoconference shall
provide notice to the city manager and the agenda committee not less than four (4)
days prior to the meeting. (d) Types of meetings. (1) Regular meetings: The council shall meet on the first and third Tuesday of each month, at such time as may be set by the city council, unless the meeting is postponed or cancelled
for valid reasons. All regular meetings of the council will be held in City Hall at 215 East
McKinney Street, Denton, Texas or at such other location as the city council may, from time to time by proper posting under the Open Meetings Act and so long as the meeting is available to the public, designate. In the event a regular meeting falls on a day the city observes a paid holiday, or the day after, no regular meeting shall be scheduled.
Furthermore, no regular meetings shall be held the first two weeks in July, nor the last
two weeks of November and December. The limitations in this provision do not apply to other types of meetings which may be called under Section 2-29(d). (2) Special meetings: Special meetings may be called by the mayor, the city manager, or by any three (3) members of the council. The city secretary shall post notice thereof as provided by the Texas Open Meetings Act. The mayor, city manager, or three (3) of the
council members may designate a location for the special meeting other than City Hall, as long as the location is open to the public. (3) Workshop meetings: Workshop meetings (also referred to as "work sessions") may be held on the first and third Tuesday of each month at such time as may be set by the city
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council, or on such other day as the city council may designate and at such time as may
be set by the city council, to discuss near to mid or long range issues and to answer city
council questions concerning all agenda items. Workshops or work sessions may be called using the same procedure required for special meetings as provided for in subsection (2) above. The purpose of the workshop meeting is to discuss or explore matters of interest to the city, to meet with city boards, commissions, or committee
members, city staff or officers of civic organizations, governing bodies or individuals
specifically invited to the session by the mayor, council or city manager. These meetings are informational and normally no final action shall be taken unless the posted agenda indicates otherwise. However, the city council may, by consensus, provide general direction to staff with regard to matters of interest or concern, understanding such matters
ultimately may require a formal vote of the council for implementation.
(4) Luncheon meetings: Luncheon workshop or work session meetings may be held on the first Monday of each month at such time as may be set by the city council, or on such other day as the city council may designate. Such meetings may be called using the same procedure required for special meetings as provided for in subsection (2) above. The
purpose of the luncheon meeting is to discuss or explore matters of interest to the city, to
meet with city boards, commissions, or committee members, city staff or officers of civic organizations, governing bodies or individuals specifically invited to the session by the mayor, council or city manager. These meetings are informational and normally no final action shall be taken unless the posted agenda indicates otherwise. However, the city
council may, by consensus, provide general direction to staff with regard to matters of
interest or concern, understanding such matters ultimately may require a formal vote of the council for implementation. (5) Emergency meetings: In case of emergency or urgent public necessity, which shall be expressed in the notice of the meeting, an emergency meeting may be called by the
mayor, the city manager or by three members of the council, and it shall be sufficient if
the notice is posted one hour before the meeting is convened. Council members shall notify staff as soon as possible if they will participate in an emergency meeting via videoconference. (6) Closed meetings: The council may meet in a closed meeting pursuant to the requirements
of the Texas Open Meetings Act.
(7) Recessed meetings: Any meeting of the council may be recessed to a later time, provided that no recess shall be for a longer period than until the next business day. (8) Notice of meetings: The agenda for all meetings, including council committee or subcommittee meetings, shall be posted by the city secretary on the city's official bulletin
board and notice of all meetings shall be given by the city secretary pursuant to the
requirements of the Texas Open Meetings Act. (e) Presiding officer and duties. (1) Presiding officer: The mayor, or in the absence of the mayor, the mayor pro-tem, shall preside as chairman, or presiding officer at all meetings of the council. In the absence of the mayor and the mayor pro-tem, the council shall elect a temporary presiding officer.
(Charter, Section 2.03) (2) Call to order: The meetings of the council shall be called to order by the mayor, or in his or her absence, by the mayor pro-tem. In the absence of both the mayor and the mayor
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pro-tem, the meeting shall be called to order by the city secretary, and a temporary
presiding officer shall be elected as provided above.
(3) Preservation of order: The presiding officer shall preserve order and decorum, and confine members in debate to the question under discussion. The presiding officer shall call upon the sergeant-at-arms as necessary to enforce compliance with the rules contained herein.
(4) Points of order: The presiding officer shall determine all points of order, subject to the
right of any member to appeal to the council. If any appeal is taken, the question shall be, "Shall the decision of the presiding officer be sustained?" If a majority of the members present vote "No," the ruling of the chair is overruled; otherwise, it is sustained. (5) Questions to be stated: The presiding officer shall state all questions submitted for a vote
and announce the result. A roll call vote shall be taken upon the request of any member,
and upon the passage of all ordinances and resolutions. (6) Substitution for presiding officer: The presiding officer may call any other member to take his or her place in the chair, such substitution not to continue beyond adjournment. (7) Call for recess: The presiding officer may call for a recess of up to fifteen (15) minutes at
regular intervals of approximately one hour at appropriate points in the meeting agenda,
or if requested by any two (2) members. (f) Order of business. (1) Agenda: The order of business of each meeting shall be as contained in the agenda prepared by the city manager, which shall be reviewed and approved by an agenda
committee composed of the mayor, the mayor pro-tem, and the city manager. When items
are removed from the consent agenda and placed on the regular agenda by members of the council, the removed items shall be taken up in the order of removal right after the consent agenda. Placement of items on the agenda shall be governed by this ordinance; provided that if a council member has an "emergency" item that the council member
believes should be placed on the next regular or special meeting agenda, the placement
must be approved by two members of the agenda committee or at the direction of a majority of the council. Conduct of business at special meetings will likewise be governed by an agenda and these rules of procedure. (2) Pledge of Allegiance: Each agenda shall provide an item for the recital of the "Pledge of
Allegiance" at the regularly scheduled city council meetings. This item shall begin with
the recital of the pledge of allegiance for the United States flag and shall follow with a recital of the pledge of allegiance for the Texas state flag in accordance with V.T.C.A. Government Code § 3100.101. (3) Presentations by members of council or city manager: The agenda shall provide a time
when the mayor or any council member may bring before the council any business that
he or she feels should be deliberated upon by the council at a future council meeting. These matters need not be specifically listed on the agenda, but discussion and formal action on such matters shall be deferred until a subsequent council meeting. Any member may suggest an item for discussion at a future work session. The city manager or city staff shall only respond preliminarily on this item at the work session. If the city council
believes the item requires a more detailed review, the council will give the city manager or city staff direction to place the item on a future regular meeting agenda and advise staff as to the background materials to be desired at such meeting. The city council may receive from the city manager or city staff or a member of the city council reports about
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items of community interest including expressions of thanks, congratulations, or
condolence; information regarding holiday schedules; an honorary or salutary recognition
of a public official, public employee, or other citizen, except that a discussion regarding a change in the status of a person's public office or public employment is not an honorary or salutary recognition for purposes of this subdivision; 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; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda so long as authorized by the Texas Open
Meetings Act.
(4) Presentations from members of the public: a. Reports from members of the public: Reports from members of the public shall be received through either of two (2) methods: 1) prior registration or 2) open microphone. A total of up to seven (7) speakers are permitted to provide public
comment and may include any combination of prior registration and open
microphone speakers. Public comment is provided during regular meetings of the city council, which typically occur on the first and third Tuesday of each month. Presentations made in accordance with this section may be made via teleconference or videoconference technology as specified by the City on its website or meeting
notice.
1) Prior registration. Any person who wishes to place a subject on the council agenda at regular council meetings shall advise the city manager's office of that fact and the specified subject matter which he or she desires to place on the
agenda no later than 12:00 p.m. Thursday prior to the council meeting at which he
or she wishes the designated subject to be considered. Such reports shall be heard at the beginning of the regular meeting of the city council pursuant to an agenda posting allowing a period of public comment.
Each speaker providing a report shall speak for no longer than four (4) minutes.
At the conclusion of each report, council may pose questions to the speaker concerning his or her report. Council may also engage in discussion concerning each report. If the city council believes that a speaker's report requires a more detailed review, the council will give the city manager or city staff direction to
place the item on a future work session or regular meeting agenda and advise staff
as to the background materials to be desired at such meeting. 2) Open microphone. At the beginning of the regular meeting of the city council, persons who have not registered to speak as above described may make comments through the open microphone procedure. Such person(s) shall have filed a "Blue Card" requesting to speak during this period prior to the calling of this agenda
item. Prior to the beginning of the regular meeting of the city council, persons who wish to participate remotely shall register via any manner specified by the City on its website or meeting notice. At the time the city council calls the Open Microphone comment period, a person may present himself or herself and make
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public comments regarding public business; provided however, such persons shall
not be allowed to speak to items on the current agenda in light of other established
procedures for taking such comments as specified in these rules. No person may submit a "request to speak" form in order to speak or comment on another person's report, which is given at the same council meeting. An announcement may be made, prior to the time for reports from members of the public on the
agenda, summarizing the main portions of the rules and the "code of conduct" as
they may apply to members of the public speaking to the council. Any speaker providing a report shall speak for no longer than four (4) minutes on all items that he or she may bring before the council at each meeting. b. Work session or workshop items: As it concerns the workshop agenda, citizens or
other interested persons may not participate in the session unless invited to do so by
the mayor. If the mayor invites citizens to participate in a work session, their participation will cease at the point the mayor closes the session to public input to allow the council to give city staff direction as to needed information for the possible future meeting on the item. Citizens should be advised of the nature of the work
session, but that their input on these items is premature until such item is placed upon
a city council agenda for final action. The purpose of this procedure is to allow the citizens attending the regular meeting the opportunity of hearing the views of their fellow citizens in a more formal setting. Any citizen may supply the city council a written statement or report regarding the citizen's opinion on a matter being discussed
in a work session.
c. Commenting on consent and regular agenda items: Any person who wishes to address the council regarding a non-public hearing regular or consent agenda item that is on the council's agenda, shall complete a "request to speak" form asking to speak regarding the item and shall return it to the city secretary. On consent items, the
request to speak card shall be submitted prior to the citizen comment on consent
agenda items at the beginning of the city council meeting. On regular agenda items, the request to speak card shall be submitted prior to the time the city council considers the item. The mayor will call upon the person who desires to speak. Comments may also be submitted via web form at the link provided on the agenda or
by telephonic participation. For both consent and regular agenda items, web
comments must be received at least one (1) hour prior to the posted time of the start meeting, and will provided to council prior to consideration of any item to which a comment pertains. 1) Consent agenda items: When consent agenda items are posted on an agenda,
citizens or other interested persons will be allowed to make citizen comment
immediately after the opening of the city council meeting and prior to workshop or work session items on the agenda by filling out a "request to speak" card (aka a "blue card") asking to speak on any or all consent agenda items and returning the form to the city secretary. In the event a person is unable to attend the city council workshop or work session, he or she may contact the city secretary prior to the
opening of the meeting and request that a consent agenda item be pulled from the consent agenda in order to allow comment as an individual item at the regular meeting of the city council. The city secretary shall make any such request known to the city council. Consent agenda items are generally routine nature, so
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comment at this time facilitates the regular council meeting where no citizen
comment on consent agenda items will be permitted, unless the item is removed
from the consent agenda by a member of the council to be considered as an individual item during the regular meeting. Speakers will be allowed three (3) minutes per speaker and may comment on any or all consent agenda items so long as any speaker's time does not exceed a total of three (3) minutes.
2) Regular agenda items: During the regular session of the city council meeting, any
citizen or interested person may comment on an item posted on the agenda for final action. Any person who wishes to address the council regarding a non-public hearing item that is on the council's agenda, shall complete a "request to speak" form asking to speak regarding the item and shall return it to the city secretary
before the council considers the item. This procedure applies to speakers desiring
to speak to items for individual consideration on the agenda during the regular meeting of the city council. The mayor will call upon the person to speak. Speakers will be allowed three (3) minutes per speaker as to any particular agenda item being considered by the city council.
a. Public hearings:
1) Any person who wishes to address the council at a public hearing is encouraged to complete a "request to speak" form and return it to the city secretary or online, or by calling the phone number provided in the meeting notice before the applicable hearing or at a time set by the City. The mayor will call upon the person to speak.
Speakers will be allowed an initial four (4) minutes per speaker as to any public
hearing item. However, if numerous speakers desire to comment on an item, council may limit speakers to three (3) minutes per speaker. Only those speakers who previously provided input on a specific item will be permitted to provide a final rebuttal of up to two (2) minutes per speaker. Applicants and their agents on
public hearing items shall be allowed to speak for no longer than ten (10) minutes
per speaker with a total of twenty (20) minutes for all speakers representing the applicant. Speakers will have the opportunity to make a single, final rebuttal after
hearing the applicant’s rebuttal as set forth in Section 2-29(f)(4)(d)(2)(g). 2) To facilitate the public hearing process in zoning cases the following procedure
will be used:
a) The mayor reads the zoning case caption, and then opens the public hearing. b) The city manager introduces the city staff for presentation. c) City staff presents facts relevant to the matter. d) The applicant presents his or her case, with potential questions of the
applicant from the city council.
e) The council receives input from the public, with potential questions of speakers from the city council. f) The applicant will be given an opportunity to make rebuttal comments. g) Members of the public who previously provided input on a specific item will have the opportunity to make a single, final rebuttal.
h) The city staff and/or the applicant will answer any questions of the city council. i) Upon conclusion of these questions and answers, the mayor will continue or close the public hearing.
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3) Groups or organizations: Any group or organization comprised of four (4) or
more members present in the city council chambers who wishes to address the
council at a public hearing or on a non-public hearing agenda item shall designate a representative to address the city council and shall limit their remarks to ten (10) minutes or less. The group or organization shall turn in a written designation to the city secretary, on cards prepared by the city secretary of a different color from
cards submitted by individual speakers or via online form or email, prior to the
commencement of the meeting identifying the representative who will address the city council on behalf of the group or organization. At the time the representative is recognized by the mayor to speak, the group or organization present in the meeting room will be asked to stand to be recognized prior to the receipt of
comments by the representative.
b. Discretionary time: At the discretion of the presiding officer or a majority of the city council, any speaker may be granted an extension of time to speak. c. Audio/Visual aids: Any citizen desiring to use audio/visual aids during presentations to council shall submit such presentation to the city secretary twenty-four (24) hours
prior to the meeting where the presentation will occur.
(5) Presentation of proclamations: The agenda may provide a time for the presentation of proclamations. The mayor or presiding officer may deliver and present proclamations upon the request of citizens. Proclamations may encompass any activity or theme except that proclamations with a theme religious or partisan in nature shall not be presented.
Moreover, proclamations shall not be used for any commercial or advertising purpose.
(g) Consideration of ordinances, resolutions, and motions. (1) Printed or typewritten form: All ordinances and resolutions shall be presented to the council in printed, typewritten or electronic form. The council may, by proper motion, amend any ordinance or resolution presented to it at the meeting at which it is presented
or direct that the amended ordinance be placed on the next or any future council agenda
for adoption. (2) City attorney to approve: All ordinances, resolutions, and contracts and amendments thereto, shall be approved as to form and legality by the city attorney, or he or she shall file a written opinion on the legality of such ordinance, resolution or contract prior to
submission to the council. (Charter, Section 6.02)
(3) Distribution of ordinances and resolutions: The city manager shall prepare copies of all proposed ordinances and resolutions for distribution to all members of the council at the meeting at which the ordinance or resolution is introduced, or at such earlier time as is expedient.
(4) Recording of votes: The yeas and nays shall be taken upon the passage of all ordinances
and resolutions and the vote of each member shall be recorded in the minutes and within each respective ordinance and resolution. (Charter, Section 2.06 (b)) (5) Majority vote required: An affirmative vote of four (4) members is necessary to repeal any ordinance or take any official action in the name of the city except as otherwise provided in the Charter, by the laws of the State of Texas, or these rules. (Charter,
Section 2.06) a. Tie-Vote: 1. City Council: Matters voted on by the City Council which end in a tie-vote due to absence(s) shall automatically be placed on each subsequent council meeting
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agenda until the full Council is present or the matter does not end in a tie vote.
Matters voted on by the City Council when the full Council is present, which end
in a tie-vote due to recusal(s) shall be considered a denial. 2. Boards, Commissions, and Committees: With the exception of the Planning and Zoning Commission, matters voted on by boards, commissions, and committees, which end in a tie-vote, regardless of the cause, shall be considered a denial. This
provision applies to all task forces, ad hoc committees, or other limited duration
groups established by the City Council. i. The Denton Development Code outlines the process for City Council review and decision of any recommendations made by the Planning and Zoning Commission.
(6) Demand for roll call: Upon demand of any member, the roll shall be called for yeas and
nays upon any question before the council, with the exception of those circumstances set forth in subsection (12), the previous question. It shall not be in order for members to explain their vote during the roll call. (7) Personal privilege: The right of a member to address the Council on a question of
personal privilege shall be limited to cases in which his or her integrity, character, or
motives are assailed, questioned, or impugned. (8) Dissents and protests: Any member shall have the right to express dissent from or protest against any ordinance or resolution of the council and have the reason therefor entered upon the minutes. Such dissent or protest may be filed in writing, and presented to the
council not later than the next regular meeting following the date of passage of the
ordinance or resolution objected to. (9) Voting required: No member shall be excused from voting except for lack of information and except on matters involving the consideration of his or her own official conduct, or where his or her personal interests are involved in accordance with V.T.C.A. Local
Government Code Ch. 171 (Vernon 2014), and in these instances he or she shall abstain.
Any member prohibited from voting by personal interest shall announce this at the commencement of consideration of the matter and shall not enter into discussion or debate on any such matter, shall leave the meeting, and shall file an affidavit of recusal. The member having briefly stated the reason for his or her request, the excuse from
voting shall be made without debate.
(10) Order of precedence of motions: a. The following motions shall have priority in the order indicated: 1. Adjourn (when unqualified) and is not debatable and may not be amended; 2. Take a recess (when privileged);
3. Raise a question of privilege;
4. Lay on the table; 5. Previous question (⅔ vote required); 6. Limit or extend limits of debate (⅔ vote required); 7. Postpone to a certain time; 8. Commit or refer;
9. Amend; 10. Postpone indefinitely; 11. Main motion.
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b. The first two motions are not always privileged. To adjourn shall lose its privilege
character and be a main motion if in any way qualified. To take a recess shall be
privileged only when other business is pending. c. A motion to adjourn is not in order: 1. When repeated without intervening business or discussion; 2. When made as an interruption of a member while speaking;
3. While a vote is being taken.
d. Only certain motions may be amended as provided in the most current edition of Robert's Rules of Order, revised. A motion to amend shall be undebatable when the question to be amended is undebatable. (11) Reconsideration: A motion to reconsider any action of the council can be made not
later than the next succeeding official meeting of the council. Such a motion can only be
made by a member who voted with the prevailing side. It can be seconded by any member. In order to comply with the Texas Open Meetings Act, any council member who wishes to make such a motion at a meeting succeeding the meeting where the action was taken shall notify the city manager to place the item for reconsideration on the
council agenda. No question shall be twice reconsidered, except by unanimous consent of
the council, except that action related to any contract may be reconsidered at any time before the final execution thereof. A matter which was not timely reconsidered in the manner provided by this section or was reconsidered but the action originally taken was not changed by the council cannot be reintroduced to the council or placed on a council
meeting agenda for a period of six (6) months unless this rule is suspended as provided
for in these rules of procedure. (12) The previous question: When the previous question is moved and seconded, it shall be put as follows: "Shall the main question be now put?". There shall then be no further amendment or debate; except that nothing herein shall allow the previous question to be
called prior to a least one opportunity for each member of the council to speak on the
question before the council. Any pending amendments shall be put in their order before the main question. If the motion for the previous question is lost, the main question
remains before the council. An affirmative vote of ⅔ of the council shall be required to move the previous question. To demand the previous question is equivalent in effect to
moving "That debate now cease, and the council shall immediately proceed to vote on the
pending motion". In practice, this is done with the phrase "Call for the question", or simply saying "Question". (13) Withdrawal of motions: A motion may be withdrawn, or modified, by its movant without asking permission until the motion has been stated by the presiding officer. If the
movant modifies his or her motion, the seconding council member may withdraw his or
her second. After the question has been stated, the movant shall neither withdraw it nor modify it without the consent of the council. The subject different from that under consideration shall be admitted under color of amendment. A motion to amend an amendment shall be in order, but one to amend an amendment to an amendment shall not be in order.
(14) Appropriations of money: Before formal approval by the council of motions providing for appropriation of money, information must be presented to the council showing purpose of the appropriation. In addition, before finally acting on such an
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appropriation, the council shall obtain a report from the city manager as to the availability
of funds and his or her recommendations as to the desirability of the appropriation.
(15) Transfer of appropriations: At the request of the city manager, at any time during the fiscal year, the council may by resolution transfer an unencumbered balance of an appropriation made for the use of one department, division, or purpose; but no transfer shall be made of revenues or earnings of any non-tax supported public utility to any other
purpose.
(h) Creation of committees, boards and commissions. (1) Council committees: The council may, by resolution and as the need arises, authorize the appointment of council committees. Any committee so created shall cease to exist when abolished by resolution of the council. Council committees shall comply with the Texas
Open Meetings Act.
(2) Citizen boards, commissions, and committees: The council may create other citizen boards, commissions, and committees to assist in the conduct of the operation of the city government with such duties as the council may specify not inconsistent with the City Charter or Code. Creation of such boards, commissions, and committees and
memberships and selection of members shall be by council resolution if not otherwise
specified by the City Charter or Code. Any board, commission, or committee so created shall cease to exist when abolished by a resolution approved by the council. No committee so appointed shall have powers other than advisory to the council or to the city manager, except as otherwise specified by the Charter or Code. All citizen boards,
commissions, and committees shall comply with the procedural requirements of the
Texas Open Meetings Act. Any reference in this article to "citizen boards, commissions, and committees" includes citizen task forces and citizen ad hoc boards, commissions, and committees unless otherwise indicated herein. (3) Appointments:
a. Individual city council members making nominations for members to citizen boards,
commissions, and committees will consider interested persons on a citywide basis. b. The city council will make an effort to be inclusive of all segments of the community in the board, commission, and committee appointment process. City council members will consider ethnicity, gender, socio-economic levels, and other factors to ensure a
diverse representation of Denton citizens.
c. The city council will take into consideration an individual's qualifications, willingness to serve, and application information in selecting nominations for membership to each board, commission, and committee. d. In an effort to ensure maximum citizen participation, city council members will
continue the general practice of nominating new citizens to replace board members
who have served three (3) consecutive terms on the same board per the provisions of Denton Code of Ordinances, section 2-65. This provision does not apply to citizen task forces and citizen ad hoc committees. e. Each city council member will be responsible for making nominations for board, committee, and commission places assigned to him or her, which shall correspond to
the city council member's place. Individual city council members will make nominations to the full city council for the governing body's approval or disapproval. (4) Rules of procedure:
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a. All board, commission, and committee members, including citizen board,
commission, and committee members, shall comply with the provisions of article II
of chapter 2 of the Code of Ordinances. All board, commission and committee members, including citizen board, commission, and committee members, shall be provided a copy of these rules of procedure and a copy of the City of Denton Handbook for Boards, Commissions and Committees, which shall govern operational
procedures of all boards, commissions and committees, including citizen boards,
commissions, and committees. All boards, commissions, and committees, including citizen boards, commissions and committees, shall comply with these rules as to the preparation of minutes of meetings, and such minutes shall be prepared in accordance with the policies and procedures of the city secretary.
b. All citizen board, commission, and committee members shall comply with the
procedural requirements of the V.T.C.A., Texas Government Code Chapter 551, also known as the "Texas Open Meetings Act" as they appear in statute or as they may be amended or otherwise modified. Notice of all meetings shall be posted in compliance with the Texas Open Meetings Act and minutes and records will be maintained in
accordance with requirements of the city secretary's office. Each citizen board,
commission, and committee member shall be provided a copy of the Texas Open Meetings Act. Penalty provisions of the Texas Open Meetings Act shall only apply to citizen boards, commissions, and committees with rule making or quasi-judicial power, as set forth in the Texas Open Meetings Act and as interpreted by Texas
Courts. City Council and city boards, commissions and committees may operate via
videoconference to the extent permitted by law and as directed by council. c. Unless otherwise provided by law, the City Council and each board, commission, or
committee, shall adopt a regular meeting schedule by no later than the body’s first meeting of the calendar year. All regular meeting schedules shall be sent to the City
Secretary’s Office for official record keeping purposes upon adoption. Regular
meeting schedules should include all planned meetings the body intends to have during the calendar year. (i) Votes required. Questions on which the voting requirement is varied by the Charter, State Statutes and these rules are listed below:
(1) Charter and state statutory requirements:
a. Charter amendment—Five (5) votes: Ordinances submitting proposed Charter amendments must be adopted by a two-thirds (⅔) vote of the council. (TEX. CONST. art. XI, § 3 and V.T.C.A. Local Government Code Ch. 9 (Vernon 2014.)) For a seven-member council, this means five (5) members must vote affirmatively.
b. Levying taxes—Five (5) votes: Ordinances providing for the assessment and
collection of certain taxes require the approval of two-thirds (⅔) of the members of the council (V.T.C.A. Tax Code § 302.101 (Vernon 2014)). c. Changing paving assessment plans—Five (5) votes: Changes in plans for paving assessment require a two-thirds (⅔) vote of the council (V.T.C.A. Transportation Code § 313.053(e) (Vernon 2014)).
d. Changes in zoning ordinance or zoning classifications: In cases of a written protest of a change in a zoning regulation or zoning classification by the owners of twenty (20) percent or more either of the area of the lots included in such proposed change, or of the lots immediately adjoining the same and extending two hundred (200) feet
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therefrom, such amendment shall not become effective except by the favorable vote
of three-fourths (¾) of all members of the city council; further, three-fourths (¾) of
all the members of the city council is required to override the decision of the planning and zoning commission that a zoning change be denied (V.T.C.A. Local Government Code § 211.066 (Vernon 2014)) and section 35.3.4.C.(4) Denton City Code (Development Code)). ("All" members of the city council is construed to mean all
who are qualified to vote on a matter, and any legal disqualification of a member
could change the requisite number of votes required for passage. City of Alamo Heights v. Gerety et al., 264 S.W. 2d 778 (Ct. App. — San Antonio (1954)). e. Amendment of tax abatement policy: The guidelines and criteria adopted as the city's tax abatement policy may be amended or repealed by a vote of three-fourths (¾) of all
members of the city council (V.T.C.A. Tax Code § 312.002(c) (Vernon 2014)).
(j) Severability clause. If any section, subsection, paragraph, sentence, clause, phrase or word in this section, or application thereof to any person or circumstances, is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have
enacted such remaining portions despite any such invalidity.
SECTION 3. The City Secretary is hereby directed to record and publish the foregoing
ordinance in the City’s Code of Ordinances as authorized by Chapter 53 of the Texas Local Government Code.
SECTION 4. If any section, subsection, paragraph, sentence, clause, phrase or word in this ordinance, or application thereof to any person or circumstances, is held invalid or
unconstitutional by any court of competent jurisdiction, such holding shall not affect the validity
of the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portions despite any 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 [___ - ___]:
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Aye Nay Abstain Absent
Gerard Hudspeth, Mayor: ______ ______ ______ ______
Vicki Byrd, District 1: ______ ______ ______ ______
Brian Beck, District 2: ______ ______ ______ ______
Jesse Davis, District 3: ______ ______ ______ ______
Alison Maguire, District 4: ______ ______ ______ ______
Deb Armintor, At Large Place 5: ______ ______ ______ ______
Paul Meltzer, At Large Place 6: ______ ______ ______ ______
PASSED AND APPROVED this the _________ day of ___________________, 2021.
__________________________________
GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY
BY: __________________________________ APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
Digitally signed by 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: 2021.05.20 21:58:20 -05'00'
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Items for Individual Consideration
Public Meetings
May 25, 2021
1ID#21-1055 and #21-1022, May 25, 2021
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•On May 11, staff presented to City Council and received direction for how to proceed with public meetings
•Approved policy direction by Council
•Allows bodies the option to return to pre-COVID-19 meeting schedule and frequency (instead of reduced frequency due to limited resources)
•Allows for public participation and viewing in-person (while still allowing the option for remote participation for the hybrid meetings)
•Returns meeting production to pre-COVID-19 status (produce 8 public meeting bodies selected and budgeted for; allow staff to return to a sustainable level of meeting production)
2ID#21-1055 and #21-1022, May 25, 2021
Resolution on Public Meetings (21-1055)
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Resolution on Public Meetings (21-1055)
•What’s been done:
•Developed item to update Rules of Procedure to allow for public comment in-person at meetings again (ID#21-1022);
•Sent initial communications to staff liaisons and Board & Commission members;
•Making room modifications (including outfitting the Council Chambers with barriers between seats on the dais, marking off some seats, and setting up a separate microphone if any of members of the public are in-person to speak)
•Updated signage to advise and ask individuals to follow the CDC’s latest guidance to individuals for health & safety
•Recommended modifications incorporated into resolution:
•Delay the start of hybrid meetings transition by two weeks to Monday, June 14 (due to staff training, testing, and availability)
•Continue Committee on Persons with Disabilities and the Economic Development Partnership Board temporarily as all virtual due to their large size and other considerations, until Sept. 1, 2021 or until expiration of the Governor’s waiver of certain TOMA requirements
•Resolution would confirm prior policy direction received by City Council
3ID#21-1055 and #21-1022, May 25, 2021
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Ordinance for Rules of Procedure (21-1022)
4
•City Council meetings are conducted in accordance with the Council Rules of Procedure (Code of Ordinances Section 2-29)
•Council temporarily amended the Rules of Procedure on March 31, 2020 in order to facilitate virtual meetings
•Council, boards, commissions, and committees operating under these Rules since that time.
•With return to in person and hybrid meetings, staff is proposing to repeal and replace Rules on a permanent basis to:
•Allow for in-person and/or virtual attendance as applicable
•Allow for public participation in person, by phone, or online comment
•Provide general flexibility with regard to the method of member or public participation and interaction
ID#21-1055 and #21-1022, May 25, 2021
632
Questions?
5ID#21-1055 and #21-1022, May 25, 2021
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Subpart A – Code of Ordinances
ARTICLE II. - ADMINISTRATIVE ORGANIZATION
Sec. 2-29. - City council rules of procedure.
(a) Authority.
(1) Charter: Pursuant to the provisions of Section 2.07 of the Charter of the City of Denton,
Texas, the City Council hereby enacts these rules of procedure for all meetings of the City
Council of the City of Denton, Texas.
During any meeting, a reasonable opportunity shall be given for citizens to be heard under
these rules. These Rules of Procedure are enacted as guidelines to be followed by all
persons in the Council Chamber including the city administrative staff, news media, and
visitors.
(b) General rules.
(1) Meetings to be public: All official meetings of the Council and Council committees and
subcommittees, except closed meetings permitted by the provisions of the Texas Open
Meetings Act, V.T.C.A. Government Code Ch. 551, (Vernon 2014), as amended, shall be
open to the public.
(2) Quorum: Four (4) members of the council shall constitute a quorum for the transaction of
business. (Charter, Section 2.06)
(3) Compelling attendance: No member shall be excused from attendance at a council meeting
except for good and valid reasons. It will be the duty of the council member to notify the
city secretary prior to the meeting at which he or she is going to be absent. The city
secretary will record each council member as being present or absent as a part of the
minutes prepared for each council meeting.
(4) Misconduct: The council may punish its own members for misconduct consistent with any
ethics policy adopted by the council.
(5) Minutes of meetings: An account of all proceedings of the council shall be kept by the city
secretary and shall be entered in a book constituting the official record of the council. A
certified agenda shall be prepared and shall be approved by the mayor for all closed
meetings for which a certified agenda is required to be kept in accordance with the Texas
Open Meetings Act.
(6) Questions to contain one subject: All questions submitted for a vote shall contain one
subject, except the city council may approve all items which are on the consent agenda in
one motion, regardless of how many subjects are contained in the consent agenda, so long
as all items have been properly posted in accordance with the Texas Open Meetings Act
and have not been removed from the consent agenda by a council member. If two or more
points are involved, any member may require a division, if the question reasonably admits
of a division.
(7) Right to floor: Any member desiring to speak shall be recognized by the chairperson, and
shall confine his or her remarks to the subject under consideration or to be considered. No
member shall be allowed to speak more than once on any one subject until every member
wishing to speak shall have spoken.
(8) City manager: The city manager, or acting city manager, shall attend all meetings of the
council unless excused. He or she may make recommendations to the council and shall
have the right to take part in all discussions of the council, but shall have no vote. (Charter,
Section 5.03 (d))
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(9) City attorney: The city attorney, or acting city attorney, shall be available upon request for
all meetings of the council unless excused and shall, upon request, give an opinion, either
written or oral, on questions of law. The city attorney shall act as the council's
parliamentarian.
(10) City secretary: The city secretary, or acting city secretary, shall attend all meetings of
the council unless excused, and shall keep the official minutes and perform such other
duties as may be requested by the council.
(11) Officers and employees: Any officer or employee of the city, when requested by the
city manager, shall attend any meeting of the council. If requested to do so by the city
manager, such employee may present information relating to matters before the council.
(12) Rules of order: These rules govern the proceedings of the council in all cases, except
that where these rules are silent, the most recent Edition of Robert's Rules of Order shall
govern.
(13) Suspension of rules: Any provision of these rules not governed by the City Charter or
other City Code provisions may be temporarily suspended by the affirmative vote of four
(4) members of the council. The vote on any such suspension shall be taken by yeas or nays
and entered into the minutes of the council.
(14) Amendment of rules: These rules may be amended, or new rules adopted by the
affirmative vote of four members of the council, provided that the proposed amendments
or new rules shall have been introduced before the city council at a prior council meeting.
(15) Attendance under this subsection may be in-person or via videoconference or
teleconference.
(c) Code of conduct.
(1) Council members:
a. During council meetings, council members shall preserve order and decorum and shall
neither by conversation or otherwise delay or interrupt the proceedings nor refuse to
observe the rules of the council.
b. A council member, once recognized, shall not be interrupted while speaking unless
called to order by the mayor or presiding officer, unless a point of order is raised by
another member or the parliamentarian, or unless the speaker chooses to yield to
questions from another member. If a council member is called to order while he or she
is speaking, he or she shall cease speaking immediately until the question of order is
determined. If ruled to be in order, he or she shall be permitted to proceed. If ruled not
to be in order, he or she shall remain silent or shall alter his or her remarks so as to
comply with rules of the council.
(2) Administrative staff:
a. Members of the administrative staff and employees of the city shall observe the same
rules of procedure and decorum applicable to members of the council, and shall have
no voice unless and until recognized by the chair.
b. While the presiding officer shall have the authority to preserve decorum in meetings as
far as staff members and city employees are concerned, the city manager also shall be
responsible for the orderly conduct and decorum of all city employees under his or her
direction and control.
c. The city manager shall take such disciplinary action as may be necessary to insure that
such decorum is preserved at all times by city employees in council meetings.
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d. All remarks and questions addressed to the council shall be addressed to the council as
a whole and not to any individual member thereof.
e. No staff member, other than a staff member having the floor, shall enter into any
discussion either directly or indirectly without permission of the presiding officer.
(3) Citizens:
a. Citizens and other visitors are welcome to attend all public meetings of the city council,
and will be admittedparticipate via any method the City makes available, including but
not limited to the city council chamber or other room in which the city council is
meeting, up to the fire safety capacity of the roompersonal appearance, telephonic
participation, and email/internet submissions.
b. All meeting attendees shall conduct themselves with propriety and decorum.
Conversations between or among audience members should be conducted outside the
meeting room. Attendees will refrain from excessively loud private conversations
while the council is in session.
c. Unauthorized remarks from the audience, stamping of the feet, applauding, whistles,
yells, and similar demonstrations shall not be permitted.
d. Placards, banners, signs, pamphlets, flyers, or political materials of any type will not
be permitted in the city council chamber or in any other room in which the city council
is meeting. Exhibits, displays, and visual aids used in connection with presentations to
the city council, however, are permitted.
e. Audience members may not place their feet on any chairs in the city council chamber
or other room in which the city council is meeting.
f. Only city council members and city staff may step onto the dais.
g. All people wishing to address the city council shall first be recognized by the presiding
officer and shall limit their remarks to the matter under discussion.
h. All remarks and questions addressed to the city council shall be addressed to the city
council as a whole and not to any individual members.
i. Any person addressing the city council in the city council chamber shall do so from the
lectern unless physically unable to do so. People addressing the city council shall not
be permitted to approach the dais. If they wish to hand out papers or other materials to
the city council, they should express that desire to the presiding officer, and the city
manager shall direct a staff member to hand out the materials. Electronic materials
should be submitted through a dedicated email account at least four hours prior to the
start of the meeting.
j. When the time has expired for a presentation to the city council, the presiding officer
shall direct the person speaking to cease. A second request from the presiding officer
to cease speaking shall be cause of the removal of the speaker if that person continues
to speak.
k. Equipment, apparatus, or paraphernalia such as camera tripods, easels, or wheelchairs
shall not obstruct, block, or otherwise be located in the doorway, entranceway, or
walkways of the city council chambers or of any other room in which the city council
may choose to meet. Representatives of the electronic media may set up cameras and
other equipment only in the back of the room. It is permissible for television camera
operators to film for short periods of time (several minutes) from the entranceway to
the city council chambers. Any radio station, which broadcasts the regular city council
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meetings live, may hook their equipment up at the front of the room as long as it
remains out of sight and out of the way.
l. There will be a uniformed City of Denton police officer present at all regular meetings
of the city council. This police officer shall act in the capacity of a security
officer/sergeant-at-arms, and shall enforce the meeting rules and act upon the direction
of the presiding officer.
m. Any person making personal, impertinent, profane, or slanderous remarks, or who
becomes boisterous while addressing the city council or who otherwise violates any of
the above-mentioned rules while attending a city council meeting shall be removed
from the roommeeting at the direction of the presiding officer, and the person shall be
barred from further audience and participation before the city council during that
session of the city council. If the presiding officer fails to act, any member of the city
council may move to require the offending person's removal, and the affirmative vote
of a majority of the city council shall require the presiding officer to act. The sergeant-
at-arms, if so directed by the presiding officer or an affirmative vote of the majority of
the city council, shall remove the offending person from the meeting.
(4) Enforcement: The city manager, in the absence of a designated law enforcement officer,
shall act as sergeant at arms for the council, and shall furnish whatever assistance is needed
to enforce the rules of decorum herein established.
(5) Seating arrangement: The city secretary, city manager and city attorney shall occupy the
respective seats in the council chamber assigned to them by the mayor, but any two (2) or
more members of the council may exchange seats.
(6) Videoconferencing: City council members may elect to participate in a city council
meeting by videoconference in the event the member is traveling or unable to attend a
meeting due to illness. or declaration of disaster or emergency.
a. Procedures for meeting by videoconference if a quorum will be in one physical
location:
The council meeting notice shall specify where the quorum of the governmental body
will be physically present, and the intent to have a quorum present at that location. The
video and audio feed of a remote councilmember or employee shall be broadcast live
at the meeting. Each portion of the meeting held by videoconference call that is required
to be open to the public shall be visible and audible to the public at the location where
the quorum is present. The location at which the quorum is present, and each remote
location from which a member of the governmental body participates, shall have two-
way audio and video communication with each other location during the entire meeting.
Each participant's face in the videoconference call, while speaking, shall be clearly
visible and audible to each other participant and, during the open portion of the
meeting, to the members of the public in attendance at the location where a quorum is
present, and at any other location of the meeting that is open to the public. The audio
and video signals perceptible by members of the public at each location of the meeting
shall meet or exceed minimum standards established by Texas Department of
Information Resources (DIR) rules. The audio and video signals perceptible by
members of the public at the location where the quorum is present and, any other
location open to the public, shall be of sufficient quality so that members of the public
at each location can observe the demeanor and hear the voice of each participant in the
open portion of the meeting. If a problem occurs that causes a meeting to no longer be
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visible and audible to the public at the location where a quorum is present, the meeting
shall be recessed until the problem is resolved, and if the problem is not resolved in six
hours or less, the meeting shall be adjourned. The city shall make at least an audio
recording of the meeting, and the recording shall be made available to the public.
b. Procedures for meeting by videoconference if a quorum will not be in one physical
location:
The city shall make available to the public at least one suitable physical space in the
city that is equipped with videoconference equipment that provides an audio and video
display, as well as a camera and microphone, by which a member of the public can
provide testimony or otherwise participate in the meeting. The member of the
governmental body presiding over the meeting shall be present at this site, and the
location must be open to the public. The meeting notice shall specify the physical space
provided, and shall also specify the intent to have the presiding officer present at the
location. Any member of the public present at this location shall be provided the
opportunity to participate in the meeting by means of a videoconference call in the
same manner as a person who is physically present at a meeting of the governmental
body that is not conducted by videoconference.
Each portion of the meeting held by videoconference call that is required to be open to
the public shall be visible and audible to the public. The video and audio feed of a
remote councilmember or employee shall be broadcast live at the meeting. The site
provided in the city and each remote location from which a member participates, shall
have two-way audio and video communication with each member who is participating
by videoconference during the entire meeting. Each participant's face in the
videoconference, while speaking, must be clearly visible and audible to each other
participant and, during the open portion of the meeting, to the members of the public
in attendance at the meeting location in the city, and at any other location of the meeting
that may be open to the public. The audio and video signals perceptible by members of
the public at each location of the meeting shall meet or exceed minimum standards
established by DIR rules. The audio and video signals perceptible by members of the
public at each location of the meeting that is open to the public, and each remote
location, must be of sufficient quality so that members of the public at each location
can observe the demeanor and hear the voice of each participant in the open portion of
the meeting. If a problem occurs that causes the meeting to no longer be visible and
audible to the public at the meeting site in the city, the meeting must be recessed until
the problem is resolved, and if the problem is not resolved in six hours or less, the
meeting shall be adjourned. The city shall make at least an audio recording of the
meeting, and the recording shall be made available to the public.
c. Council members wishing to participate in a meeting by videoconference shall provide
notice to the city manager and the agenda committee not less than seven (7four (4) days
prior to the meeting.
(d) Types of meetings.
(1) Regular meetings: The council shall meet on the first and third Tuesday of each month, at
such time as may be set by the city council, unless the meeting is postponed or cancelled
for valid reasons. All regular meetings of the council will be held in City Hall at 215 East
McKinney Street, Denton, Texas or at such other location as the city council may, from
time to time by proper posting under the Open Meetings Act and so long as the
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locationmeeting is openavailable to the public, designate. In the event a regular meeting
falls on a day the city observes a paid holiday, or the day after, no regular meeting shall be
scheduled. Furthermore, no regular meetings shall be held the first two weeks in July, nor
the last two weeks of November and December. The limitations in this provision do not
apply to other types of meetings which may be called under Section 2-29(d).
(2) Special meetings: Special meetings may be called by the mayor, the city manager, or by
any three (3) members of the council. The city secretary shall post notice thereof as
provided by the Texas Open Meetings Act. The mayor, city manager, or three (3) of the
council members may designate a location for the special meeting other than City Hall, as
long as the location is open to the public.
(3) Workshop meetings: Workshop meetings (also referred to as "work sessions") may be held
on the first and third Tuesday of each month at such time as may be set by the city council,
or on such other day as the city council may designate and at such time as may be set by
the city council, to discuss near to mid or long range issues and to answer city council
questions concerning all agenda items. Workshops or work sessions may be called using
the same procedure required for special meetings as provided for in subsection (2) above.
The purpose of the workshop meeting is to discuss or explore matters of interest to the city,
to meet with city boards, commissions, or committee members, city staff or officers of
civic organizations, governing bodies or individuals specifically invited to the session by
the mayor, council or city manager. These meetings are informational and normally no
final action shall be taken unless the posted agenda indicates otherwise. However, the city
council may, by consensus, provide general direction to staff with regard to matters of
interest or concern, understanding such matters ultimately may require a formal vote of the
council for implementation.
(4) Luncheon meetings: Luncheon workshop or work session meetings may be held on the
first Monday of each month at such time as may be set by the city council, or on such other
day as the city council may designate. Such meetings may be called using the same
procedure required for special meetings as provided for in subsection (2) above. The
purpose of the luncheon meeting is to discuss or explore matters of interest to the city, to
meet with city boards, commissions, or committee members, city staff or officers of civic
organizations, governing bodies or individuals specifically invited to the session by the
mayor, council or city manager. These meetings are informational and normally no final
action shall be taken unless the posted agenda indicates otherwise. However, the city
council may, by consensus, provide general direction to staff with regard to matters of
interest or concern, understanding such matters ultimately may require a formal vote of the
council for implementation.
(5) Emergency meetings: In case of emergency or urgent public necessity, which shall be
expressed in the notice of the meeting, an emergency meeting may be called by the mayor,
the city manager or by three members of the council, and it shall be sufficient if the notice
is posted two hoursone hour before the meeting is convened. Council members shall notify
staff as soon as possible if they will participate in an emergency meeting via
videoconference.
(6) Closed meetings: The council may meet in a closed meeting pursuant to the requirements
of the Texas Open Meetings Act.
(7) Recessed meetings: Any meeting of the council may be recessed to a later time, provided
that no recess shall be for a longer period than until the next business day.
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(8) Notice of meetings: The agenda for all meetings, including council committee or
subcommittee meetings, shall be posted by the city secretary on the city's official bulletin
board and notice of all meetings shall be given by the city secretary pursuant to the
requirements of the Texas Open Meetings Act.
(e) Presiding officer and duties.
(1) Presiding officer: The mayor, or in the absence of the mayor, the mayor pro-tem, shall
preside as chairman, or presiding officer at all meetings of the council. In the absence of
the mayor and the mayor pro-tem, the council shall elect a temporary presiding officer.
(Charter, Section 2.03)
(2) Call to order: The meetings of the council shall be called to order by the mayor, or in his
or her absence, by the mayor pro-tem. In the absence of both the mayor and the mayor pro-
tem, the meeting shall be called to order by the city secretary, and a temporary presiding
officer shall be elected as provided above.
(3) Preservation of order: The presiding officer shall preserve order and decorum, and confine
members in debate to the question under discussion. The presiding officer shall call upon
the sergeant-at-arms as necessary to enforce compliance with the rules contained herein.
(4) Points of order: The presiding officer shall determine all points of order, subject to the right
of any member to appeal to the council. If any appeal is taken, the question shall be, "Shall
the decision of the presiding officer be sustained?" If a majority of the members present
vote "No," the ruling of the chair is overruled; otherwise, it is sustained.
(5) Questions to be stated: The presiding officer shall state all questions submitted for a vote
and announce the result. A roll call vote shall be taken upon the request of any member,
and upon the passage of all ordinances and resolutions.
(6) Substitution for presiding officer: The presiding officer may call any other member to take
his or her place in the chair, such substitution not to continue beyond adjournment.
(7) Call for recess: The presiding officer may call for a recess of up to fifteen (15) minutes at
regular intervals of approximately one hour at appropriate points in the meeting agenda, or
if requested by any two (2) members.
(f) Order of business.
(1) Agenda: The order of business of each meeting shall be as contained in the agenda prepared
by the city manager, which shall be reviewed and approved by an agenda committee
composed of the mayor, the mayor pro-tem, and the city manager. When items are removed
from the consent agenda and placed on the regular agenda by members of the council, the
removed items shall be taken up in the order of removal right after the consent agenda.
Placement of items on the agenda shall be governed by this ordinance; provided that if a
council member has an "emergency" item that the council member believes should be
placed on the next regular or special meeting agenda, the placement must be approved by
two members of the agenda committee or at the direction of a majority of the council.
Conduct of business at special meetings will likewise be governed by an agenda and these
rules of procedure.
(2) Pledge of Allegiance: Each agenda shall provide an item for the recital of the "Pledge of
Allegiance" at the regularly scheduled city council meetings. This item shall begin with the
recital of the pledge of allegiance for the United States flag and shall follow with a recital
of the pledge of allegiance for the Texas state flag in accordance with V.T.C.A.
Government Code § 3100.101.
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(3) Presentations by members of council or city manager: The agenda shall provide a time
when the mayor or any council member may bring before the council any business that he
or she feels should be deliberated upon by the council at a future council meeting. These
matters need not be specifically listed on the agenda, but discussion and formal action on
such matters shall be deferred until a subsequent council meeting. Any member may
suggest an item for discussion at a future work session. The city manager or city staff shall
only respond preliminarily on this item at the work session. If the city council believes the
item requires a more detailed review, the council will give the city manager or city staff
direction to place the item on a future regular meeting agenda and advise staff as to the
background materials to be desired at such meeting. The city council may receive from the
city manager or city staff or a member of the city council reports about items of community
interest including expressions of thanks, congratulations, or condolence; information
regarding holiday schedules; an honorary or salutary recognition of a public official, public
employee, or other citizen, except that a discussion regarding a change in the status of a
person's public office or public employment is not an honorary or salutary recognition for
purposes of this subdivision; 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; and announcements involving an imminent threat to the public health and
safety of people in the municipality that has arisen after the posting of the agenda so long
as authorized by the Texas Open Meetings Act.
(4) Presentations from members of the public:
a. Reports from members of the public: Reports from members of the public shall be
received through either of two (2) methods: 1) prior registration or 2) open microphone.
A total of up to seven (7) speakers are permitted to provide public comment and may
include any combination of prior registration and open microphone speakers. Public
comment is provided during regular meetings of the city council, which typically occur
on the first and third Tuesday of each month. Presentations made in accordance with
this section may be made via teleconference or videoconference technology as
specified by the City on its website or meeting notice.
1) Prior registration. Any person who wishes to place a subject on the council agenda
at regular council meetings shall advise the city manager's office of that fact and
the specified subject matter which he or she desires to place on the agenda no later
than 12:00 p.m. Thursday prior to the council meeting at which he or she wishes
the designated subject to be considered. Such reports shall be heard at the beginning
of the regular meeting of the city council pursuant to an agenda posting allowing a
period of public comment.
Each speaker providing a report shall speak for no longer than four (4) minutes. At
the conclusion of each report, council may pose questions to the speaker concerning
his or her report. Council may also engage in discussion concerning each report. If
the city council believes that a speaker's report requires a more detailed review, the
council will give the city manager or city staff direction to place the item on a future
641
work session or regular meeting agenda and advise staff as to the background
materials to be desired at such meeting.
2) Open microphone. At the beginning of the regular meeting of the city council,
persons who have not registered to speak as above described may make comments
through the open microphone procedure. Such person(s) shall have filed a "Blue
Card" requesting to speak during this period prior to the calling of this agenda item.
Prior to the beginning of the regular meeting of the city council, persons who wish
to participate remotely shall register via any manner specified by the City on its
website or meeting notice. At the time the city council calls the Open Microphone
comment period, a person may present himself or herself and make public
comments regarding public business; provided however, such persons shall not be
allowed to speak to items on the current agenda in light of other established
procedures for taking such comments as specified in these rules. No person may
fill outsubmit a "request to speak" form in order to speak or comment on another
person's report, which is given at the same council meeting. An announcement may
be made, prior to the time for reports from members of the public on the agenda,
summarizing the main portions of the rules and the "code of conduct" as they may
apply to members of the public speaking to the council. Any speaker providing a
report shall speak for no longer than four (4) minutes on all items that he or she
may bring before the council at each meeting.
b. Work session or workshop items: As it concerns the workshop agenda, citizens or
other interested persons may not participate in the session unless invited to do so by
the mayor. If the mayor invites citizens to participate in a work session, their
participation will cease at the point the mayor closes the session to public input to allow
the council to give city staff direction as to needed information for the possible future
meeting on the item. Citizens should be advised of the nature of the work session, but
that their input on these items is premature until such item is placed upon a city council
agenda for final action. The purpose of this procedure is to allow the citizens attending
the regular meeting the opportunity of hearing the views of their fellow citizens in a
more formal setting. Any citizen may supply the city council a written statement or
report regarding the citizen's opinion on a matter being discussed in a work session.
c. SpeakingCommenting on consent and regular agenda items: Any person who
wishes to address the council regarding a non-public hearing regular or consent agenda
item that is on the council's agenda, shall complete a "request to speak" form asking to
speak regarding the item and shall return it to the city secretary. On consent items, the
request to speak card shall be submitted prior to the citizen comment on consent agenda
items at the beginning of the city council meeting. On regular agenda items, the request
to speak card shall be submitted prior to the time the city council considers the item.
The mayor will call upon the person who desires to speak. Comments may also be
submitted via web form at the link provided on the agenda or by telephonic
participation. For both consent and regular agenda items, web comments must be
received at least one (1) hour prior to the posted time of the start meeting, and will
provided to council prior to consideration of any item to which a comment pertains.
1) Consent agenda items: When consent agenda items are posted on an agenda,
citizens or other interested persons will be allowed to make citizen comment
immediately after the opening of the city council meeting and prior to workshop or
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work session items on the agenda by filling out a "request to speak" card (aka a
"blue card") asking to speak on any or all consent agenda items and returning the
form to the city secretary. In the event a person is unable to attend the city council
workshop or work session, he or she may contact the city secretary prior to the
opening of the meeting and request that a consent agenda item be pulled from the
consent agenda in order to allow comment as an individual item at the regular
meeting of the city council. The city secretary shall make any such request known
to the city council. Consent agenda items are generally routine nature, so comment
at this time facilitates the regular council meeting where no citizen comment on
consent agenda items will be permitted, unless the item is removed from the consent
agenda by a member of the council to be considered as an individual item during
the regular meeting. Speakers will be allowed three (3) minutes per speaker and
may comment on any or all consent agenda items so long as any speaker's time does
not exceed a total of three (3) minutes.
2) Regular agenda items: During the regular session of the city council meeting, any
citizen or interested person may comment on an item posted on the agenda for final
action. Any person who wishes to address the council regarding a non-public
hearing item that is on the council's agenda, shall complete a "request to speak"
form asking to speak regarding the item and shall return it to the city secretary
before the council considers the item. This procedure applies to speakers desiring
to speak to items for individual consideration on the agenda during the regular
meeting of the city council. The mayor will call upon the person to speak. Speakers
will be allowed three (3) minutes per speaker as to any particular agenda item being
considered by the city council.
a. Public hearings:
1) Any person who wishes to address the council at a public hearing is encouraged to
complete a "request to speak" form and return it to the city secretary or online, or
by calling the phone number provided in the meeting notice before the applicable
hearing or at a time set by the City. The mayor will call upon the person to speak.
Speakers will be allowed an initial four (4) minutes per speaker as to any public
hearing item. However, if numerous speakers desire to comment on an item, council
may limit speakers to three (3) minutes per speaker. Only those speakers who
previously provided input on a specific item will be permitted to provide a final
rebuttal of up to two (2) minutes per speaker. Applicants and their agents on public
hearing items shall be allowed to speak for no longer than ten (10) minutes per
speaker with a total of twenty (20) minutes for all speakers representing the
applicant. Speakers will have the opportunity to make a single, final rebuttal after
hearing the applicant’s rebuttal as set forth in Section 2-29(f)(4)(d)(2)(g).
2) To facilitate the public hearing process in zoning cases the following procedure will
be used:
a) The mayor reads the zoning case caption, and then opens the public hearing.
b) The city manager introduces the city staff for presentation.
c) City staff presents facts relevant to the matter.
d) The applicant presents his or her case, with potential questions of the applicant
from the city council.
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e) The council receives input from the public, with potential questions of speakers
from the city council.
f) The applicant will be given an opportunity to make rebuttal comments.
g) Members of the public who previously provided input on a specific item will
have the opportunity to make a single, final rebuttal.
h) The city staff and/or the applicant will answer any questions of the city
council.
i) Upon conclusion of these questions and answers, the mayor will continue or
close the public hearing.
3) Groups or organizations: Any group or organization comprised of four (4) or more
members present in the city council chambers who wishes to address the council at
a public hearing or on a non-public hearing agenda item shall designate a
representative to address the city council and shall limit their remarks to ten (10)
minutes or less. The group or organization shall turn in a written designation to the
city secretary, on cards prepared by the city secretary of a different color from cards
submitted by individual speakers or via online form or email, prior to the
commencement of the meeting identifying the representative who will address the
city council on behalf of the group or organization. At the time the representative
is recognized by the mayor to speak, the group or organization present in the
meeting room will be asked to stand to be recognized prior to the receipt of
comments by the representative.
b. Discretionary time: At the discretion of the presiding officer or a majority of the city
council, any speaker may be granted an extension of time to speak.
c. Audio/Visual aids: Any citizen desiring to use audio/visual aids during presentations
to council shall submit such presentation to the city secretary twenty-four (24) hours
prior to the meeting where the presentation will occur.
(5) Presentation of proclamations: The agenda may provide a time for the presentation of
proclamations. The mayor or presiding officer may deliver and present proclamations upon
the request of citizens. Proclamations may encompass any activity or theme except that
proclamations with a theme religious or partisan in nature shall not be presented. Moreover,
proclamations shall not be used for any commercial or advertising purpose.
(g) Consideration of ordinances, resolutions, and motions.
(1) Printed or typewritten form: All ordinances and resolutions shall be presented to the council
in printed, typewritten or electronic form. The council may, by proper motion, amend any
ordinance or resolution presented to it at the meeting at which it is presented or direct that
the amended ordinance be placed on the next or any future council agenda for adoption.
(2) City attorney to approve: All ordinances, resolutions, and contracts and amendments
thereto, shall be approved as to form and legality by the city attorney, or he or she shall file
a written opinion on the legality of such ordinance, resolution or contract prior to
submission to the council. (Charter, Section 6.02)
(3) Distribution of ordinances and resolutions: The city manager shall prepare copies of all
proposed ordinances and resolutions for distribution to all members of the council at the
meeting at which the ordinance or resolution is introduced, or at such earlier time as is
expedient.
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(4) Recording of votes: The yeas and nays shall be taken upon the passage of all ordinances
and resolutions and the vote of each member shall be recorded in the minutes and within
each respective ordinance and resolution. (Charter, Section 2.06 (b))
(5) Majority vote required: An affirmative vote of four (4) members is necessary to repeal any
ordinance or take any official action in the name of the city except as otherwise provided
in the Charter, by the laws of the State of Texas, or these rules. (Charter, Section 2.06)
a. Tie-Vote:
1. City Council: Matters voted on by the City Council which end in a tie-vote due to
absence(s) shall automatically be placed on each subsequent council meeting
agenda until the full Council is present or the matter does not end in a tie vote.
Matters voted on by the City Council when the full Council is present, which end
in a tie-vote due to recusal(s) shall be considered a denial.
2. Boards, Commissions, and Committees: With the exception of the Planning and
Zoning Commission, matters voted on by boards, commissions, and committees,
which end in a tie-vote, regardless of the cause, shall be considered a denial. This
provision applies to all task forces, ad hoc committees, or other limited duration
groups established by the City Council.
i. The Denton Development Code outlines the process for City Council
review and decision of any recommendations made by the Planning and
Zoning Commission.
(6) Demand for roll call: Upon demand of any member, the roll shall be called for yeas and
nays upon any question before the council, with the exception of those circumstances set
forth in subsection (12), the previous question. It shall not be in order for members to
explain their vote during the roll call.
(7) Personal privilege: The right of a member to address the Council on a question of personal
privilege shall be limited to cases in which his or her integrity, character, or motives are
assailed, questioned, or impugned.
(8) Dissents and protests: Any member shall have the right to express dissent from or protest
against any ordinance or resolution of the council and have the reason therefor entered
upon the minutes. Such dissent or protest may be filed in writing, and presented to the
council not later than the next regular meeting following the date of passage of the
ordinance or resolution objected to.
(9) Voting required: No member shall be excused from voting except for lack of information
and except on matters involving the consideration of his or her own official conduct, or
where his or her personal interests are involved in accordance with V.T.C.A. Local
Government Code Ch. 171 (Vernon 2014), and in these instances he or she shall abstain.
Any member prohibited from voting by personal interest shall announce this at the
commencement of consideration of the matter and shall not enter into discussion or debate
on any such matter, shall leave the meeting room, and shall file an affidavit of recusal. The
member having briefly stated the reason for his or her request, the excuse from voting shall
be made without debate.
(10) Order of precedence of motions:
a. The following motions shall have priority in the order indicated:
1. Adjourn (when unqualified) and is not debatable and may not be amended;
2. Take a recess (when privileged);
3. Raise a question of privilege;
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4. Lay on the table;
5. Previous question (⅔ vote required);
6. Limit or extend limits of debate (⅔ vote required);
7. Postpone to a certain time;
8. Commit or refer;
9. Amend;
10. Postpone indefinitely;
11. Main motion.
b. The first two motions are not always privileged. To adjourn shall lose its privilege
character and be a main motion if in any way qualified. To take a recess shall be
privileged only when other business is pending.
c. A motion to adjourn is not in order:
1. When repeated without intervening business or discussion;
2. When made as an interruption of a member while speaking;
3. While a vote is being taken.
d. Only certain motions may be amended as provided in the most current edition of
Robert's Rules of Order, revised. A motion to amend shall be undebatable when the
question to be amended is undebatable.
(11) Reconsideration: A motion to reconsider any action of the council can be made not
later than the next succeeding official meeting of the council. Such a motion can only be
made by a member who voted with the prevailing side. It can be seconded by any member.
In order to comply with the Texas Open Meetings Act, any council member who wishes to
make such a motion at a meeting succeeding the meeting where the action was taken shall
notify the city manager to place the item for reconsideration on the council agenda. No
question shall be twice reconsidered, except by unanimous consent of the council, except
that action related to any contract may be reconsidered at any time before the final
execution thereof. A matter which was not timely reconsidered in the manner provided by
this section or was reconsidered but the action originally taken was not changed by the
council cannot be reintroduced to the council or placed on a council meeting agenda for a
period of six (6) months unless this rule is suspended as provided for in these rules of
procedure.
(12) The previous question: When the previous question is moved and seconded, it shall be
put as follows: "Shall the main question be now put?". There shall then be no further
amendment or debate; except that nothing herein shall allow the previous question to be
called prior to a least one opportunity for each member of the council to speak on the
question before the council. Any pending amendments shall be put in their order before the
main question. If the motion for the previous question is lost, the main question remains
before the council. An affirmative vote of ⅔ of the council shall be required to move the
previous question. To demand the previous question is equivalent in effect to moving "That
debate now cease, and the council shall immediately proceed to vote on the pending
motion". In practice, this is done with the phrase "Call for the question", or simply saying
"Question".
(13) Withdrawal of motions: A motion may be withdrawn, or modified, by its movant
without asking permission until the motion has been stated by the presiding officer. If the
movant modifies his or her motion, the seconding council member may withdraw his or
her second. After the question has been stated, the movant shall neither withdraw it nor
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modify it without the consent of the council. The subject different from that under
consideration shall be admitted under color of amendment. A motion to amend an
amendment shall be in order, but one to amend an amendment to an amendment shall not
be in order.
(14) Appropriations of money: Before formal approval by the council of motions providing
for appropriation of money, information must be presented to the council showing purpose
of the appropriation. In addition, before finally acting on such an appropriation, the council
shall obtain a report from the city manager as to the availability of funds and his or her
recommendations as to the desirability of the appropriation.
(15) Transfer of appropriations: At the request of the city manager, at any time during the
fiscal year, the council may by resolution transfer an unencumbered balance of an
appropriation made for the use of one department, division, or purpose; but no transfer
shall be made of revenues or earnings of any non-tax supported public utility to any other
purpose.
(h) Creation of committees, boards and commissions.
(1) Council committees: The council may, by resolution and as the need arises, authorize the
appointment of council committees. Any committee so created shall cease to exist when
abolished by resolution of the council. Council committees shall comply with the Texas
Open Meetings Act.
(2) Citizen boards, commissions, and committees: The council may create other citizen boards,
commissions, and committees to assist in the conduct of the operation of the city
government with such duties as the council may specify not inconsistent with the City
Charter or Code. Creation of such boards, commissions, and committees and memberships
and selection of members shall be by council resolution if not otherwise specified by the
City Charter or Code. Any board, commission, or committee so created shall cease to exist
when abolished by a resolution approved by the council. No committee so appointed shall
have powers other than advisory to the council or to the city manager, except as otherwise
specified by the Charter or Code. All citizen boards, commissions, and committees shall
comply with the procedural requirements of the Texas Open Meetings Act. Any reference
in this article to "citizen boards, commissions, and committees" includes citizen task forces
and citizen ad hoc boards, commissions, and committees unless otherwise indicated herein.
(3) Appointments:
a. Individual city council members making nominations for members to citizen boards,
commissions, and committees will consider interested persons on a citywide basis.
b. The city council will make an effort to be inclusive of all segments of the community
in the board, commission, and committee appointment process. City council members
will consider ethnicity, gender, socio-economic levels, and other factors to ensure a
diverse representation of Denton citizens.
c. The city council will take into consideration an individual's qualifications, willingness
to serve, and application information in selecting nominations for membership to each
board, commission, and committee.
d. In an effort to ensure maximum citizen participation, city council members will
continue the general practice of nominating new citizens to replace board members
who have served three (3) consecutive terms on the same board per the provisions of
Denton Code of Ordinances, section 2-65. This provision does not apply to citizen task
forces and citizen ad hoc committees.
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e. Each city council member will be responsible for making nominations for board,
committee, and commission places assigned to him or her, which shall correspond to
the city council member's place. Individual city council members will make
nominations to the full city council for the governing body's approval or disapproval.
(4) Rules of procedure:
a. All board, commission, and committee members, including citizen board, commission,
and committee members, shall comply with the provisions of article II of chapter 2 of
the Code of Ordinances. All board, commission and committee members, including
citizen board, commission, and committee members, shall be provided a copy of these
rules of procedure and a copy of the City of Denton Handbook for Boards,
Commissions and Committees, which shall govern operational procedures of all
boards, commissions and committees, including citizen boards, commissions, and
committees. All boards, commissions, and committees, including citizen boards,
commissions and committees, shall comply with these rules as to the preparation of
minutes of meetings, and such minutes shall be prepared in accordance with the policies
and procedures of the city secretary.
b. All citizen board, commission, and committee members shall comply with the
procedural requirements of the V.T.C.A., Texas Government Code Chapter 551, also
known as the "Texas Open Meetings Act" as they appear nowin statute or as they may
be amended in the futureor otherwise modified. Notice of all meetings shall be posted
in compliance with the Texas Open Meetings Act and minutes and records will be
maintained in accordance with requirements of the city secretary's office. Each citizen
board, commission, and committee member shall be provided a copy of the Texas Open
Meetings Act. Penalty provisions of the Texas Open Meetings Act shall only apply to
citizen boards, commissions, and committees with rule making or quasi-judicial power,
as set forth in the Texas Open Meetings Act and as interpreted by Texas Courts. City
Council and city boards, commissions and committees may operate via
videoconference to the extent permitted by law and as directed by council.
c. Unless otherwise provided by law, the City Council and each board, commission, or
committee, shall adopt a regular meeting schedule by no later than the body’s first
meeting of the calendar year. All regular meeting schedules shall be sent to the City
Secretary’s Office for official record keeping purposes upon adoption. Regular
meeting schedules should include all planned meetings the body intends to have during
the calendar year.
(i) Votes required. Questions on which the voting requirement is varied by the Charter, State
Statutes and these rules are listed below:
(1) Charter and state statutory requirements:
a. Charter amendment—Five (5) votes: Ordinances submitting proposed Charter
amendments must be adopted by a two-thirds (⅔) vote of the council. (TEX. CONST.
art. XI, § 3 and V.T.C.A. Local Government Code Ch. 9 (Vernon 2014.)) For a seven-
member council, this means five (5) members must vote affirmatively.
b. Levying taxes—Five (5) votes: Ordinances providing for the assessment and collection
of certain taxes require the approval of two-thirds (⅔) of the members of the council
(V.T.C.A. Tax Code § 302.101 (Vernon 2014)).
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c. Changing paving assessment plans—Five (5) votes: Changes in plans for paving
assessment require a two-thirds (⅔) vote of the council (V.T.C.A. Transportation Code
§ 313.053(e) (Vernon 2014)).
d. Changes in zoning ordinance or zoning classifications: In cases of a written protest of
a change in a zoning regulation or zoning classification by the owners of twenty (20)
percent or more either of the area of the lots included in such proposed change, or of
the lots immediately adjoining the same and extending two hundred (200) feet
therefrom, such amendment shall not become effective except by the favorable vote of
three-fourths (¾) of all members of the city council; further, three-fourths (¾) of all the
members of the city council is required to override the decision of the planning and
zoning commission that a zoning change be denied (V.T.C.A. Local Government Code
§ 211.066 (Vernon 2014)) and section 35.3.4.C.(4) Denton City Code (Development
Code)). ("All" members of the city council is construed to mean all who are qualified
to vote on a matter, and any legal disqualification of a member could change the
requisite number of votes required for passage. City of Alamo Heights v. Gerety et al.,
264 S.W. 2d 778 (Ct. App. — San Antonio (1954)).
e. Amendment of tax abatement policy: The guidelines and criteria adopted as the city's
tax abatement policy may be amended or repealed by a vote of three-fourths (¾) of all
members of the city council (V.T.C.A. Tax Code § 312.002(c) (Vernon 2014)).
(j) Severability clause. If any section, subsection, paragraph, sentence, clause, phrase or word
in this section, or application thereof to any person or circumstances, is held invalid by any court
of competent jurisdiction, such holding shall not affect the validity of the remaining portions of
this ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have
enacted such remaining portions despite any such invalidity.
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CITY COUNCIL RULES OF PROCEDURE
Subpart A – Code of Ordinances
ARTICLE II. - ADMINISTRATIVE ORGANIZATION
Sec. 2-29. - City council rules of procedure.
(a) Authority.
(1) Charter: Pursuant to the provisions of Section 2.07 of the Charter of the City of Denton,
Texas, the City Council hereby enacts these rules of procedure for all meetings of the
City Council of the City of Denton, Texas.
During any meeting, a reasonable opportunity shall be given for citizens to be heard
under these rules. These Rules of Procedure are enacted as guidelines to be followed by
all persons in the Council Chamber including the city administrative staff, news media,
and visitors.
(b) General rules.
(1) Meetings to be public: All official meetings of the Council and Council committees and
subcommittees, except closed meetings permitted by the provisions of the Texas Open
Meetings Act, V.T.C.A. Government Code Ch. 551, (Vernon 2014), as amended, shall be
open available to the public.
(2) Quorum: Four (4) members of the council shall constitute a quorum for the transaction of
business. (Charter, Section 2.06)
(3) Compelling attendance: No member shall be excused from attendance at a council
meeting except for good and valid reasons. It will be the duty of the council member to
notify the city secretary prior to the meeting at which he or she is going to be absent. The
city secretary will record each council member as being present or absent as a part of the
minutes prepared for each council meeting.
(4) Misconduct: The council may punish its own members for misconduct consistent with
any ethics policy adopted by the council.
(5) Minutes of meetings: An account of all proceedings of the council shall be kept by the
city secretary and shall be entered in a book constituting the official record of the council.
A certified agenda shall be prepared and shall be approved by the mayor for all closed
meetings for which a certified agenda is required to be kept in accordance with the Texas
Open Meetings Act.
(6) Questions to contain one subject: All questions submitted for a vote shall contain one
subject, except the city council may approve all items which are on the consent agenda in
one motion, regardless of how many subjects are contained in the consent agenda, so long
as all items have been properly posted in accordance with the Texas Open Meetings Act
and have not been removed from the consent agenda by a council member. If two or
more points are involved, any member may require a division, if the question reasonably
admits of a division.
(7) Right to floor: Any member desiring to speak shall be recognized by the chairperson, and
shall confine his or her remarks to the subject under consideration or to be considered. No
member shall be allowed to speak more than once on any one subject until every member
wishing to speak shall have spoken.
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(8) City manager: The city manager, or acting city manager, shall attend all meetings of the
council unless excused. He or she may make recommendations to the council and shall
have the right to take part in all discussions of the council, but shall have no vote.
(Charter, Section 5.03 (d))
(9) City attorney: The city attorney, or acting city attorney, shall be available upon request
for all meetings of the council unless excused and shall, upon request, give an opinion,
either written or oral, on questions of law. The city attorney shall act as the council's
parliamentarian.
(10) City secretary: The city secretary, or acting city secretary, shall attend all meetings of
the council unless excused, and shall keep the official minutes and perform such other
duties as may be requested by the council.
(11) Officers and employees: Any officer or employee of the city, when requested by the
city manager, shall attend any meeting of the council. If requested to do so by the city
manager, such employee may present information relating to matters before the council.
(12) Rules of order: These rules govern the proceedings of the council in all cases, except
that where these rules are silent, the most recent Edition of Robert's Rules of Order shall
govern. Attendance under this subsection may be in-person or via videoconference or
teleconference.
(13) Suspension of rules: Any provision of these rules not governed by the City Charter or
other City Code provisions may be temporarily suspended by the affirmative vote of four
(4) members of the council. The vote on any such suspension shall be taken by yeas or
nays and entered into the minutes of the council.
(14) Amendment of rules: These rules may be amended, or new rules adopted by the
affirmative vote of four members of the council, provided that the proposed amendments
or new rules shall have been introduced before the city council at a prior council
meeting..
(c) Code of conduct.
(1) Council members:
a. During council meetings, council members shall preserve order and decorum and
shall neither by conversation or otherwise delay or interrupt the proceedings nor
refuse to observe the rules of the council.
b. A council member, once recognized, shall not be interrupted while speaking unless
called to order by the mayor or presiding officer, unless a point of order is raised by
another member or the parliamentarian, or unless the speaker chooses to yield to
questions from another member. If a council member is called to order while he or
she is speaking, he or she shall cease speaking immediately until the question of order
is determined. If a member fails to cease speaking when called to order, the presiding
officer may mute the member through use of videoconferencing or teleconferencing
technology. If ruled to be in order, he or she shall be permitted to proceed. If ruled
not to be in order, he or she shall remain silent or shall alter his or her remarks so as
to comply with rules of the council.
(2) Administrative staff:
a. Members of the administrative staff and employees of the city shall observe the same
rules of procedure and decorum applicable to members of the council, and shall have
no voice unless and until recognized by the chair.
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b. While the presiding officer shall have the authority to preserve decorum in meetings
as far as staff members and city employees are concerned, the city manager also shall
be responsible for the orderly conduct and decorum of all city employees under his or
her direction and control.
c. The city manager shall take such disciplinary action as may be necessary to insure
that such decorum is preserved at all times by city employees in council meetings.
d. All remarks and questions addressed to the council shall be addressed to the council
as a whole and not to any individual member thereof.
e. No staff member, other than a staff member having the floor, shall enter into any
discussion either directly or indirectly without permission of the presiding officer.
(3) Citizens:
a. Citizens and other visitors are welcome to viewattend all public meetings of the city
council, and will be admitted to the city council chamber or other room in which the
city council is meeting, up to the fire safety capacity of the roomparticipate via any
method the City makes available other than personal appearance, including but not
limited to telephonic participation and email/internet submission.
b. All meeting attendees shall conduct themselves with propriety and decorum.
Conversations between or among audience members should be conducted outside the
meeting room. Attendees will refrain from excessively loud private conversations
while the council is in session.
c. Unauthorized remarks from the audience, stamping of the feet, applauding, whistles,
yells, and similar demonstrations shall not be permitted.
d. Placards, banners, signs, pamphlets, flyers, or political materials of any type will not
be permitted in the city council chamber or in any other room in which the city
council is meeting. Exhibits, displays, and visual aids used in connection with
presentations to the city council, however, are permitted.
e. Audience members may not place their feet on any chairs in the city council chamber
or other room in which the city council is meeting.
f. Only city council members and city staff may step onto the dais.
g. All people wishing to address the city council shall first be recognized by the
presiding officer andbe able to do so remotely in a manner provided by the City, and
shall limit their remarks to the matter under discussion.
h. All remarks and questions addressed to the city council shall be addressed to the city
council as a whole and not to any individual members.
i. Any person addressing the city council in the city council chamber shall do so by
from the lectern unless physically unable to do soelectronic participation means as
provided by the City. People addressing the city council shall not be permitted to
approach the dais. If they wish to hand out papers or other materials to the city
council, they should express that desire to the presiding officer, and the city manager
shall direct a staff member to hand out the materialssubmit those items through a
dedicated email account at least four hours prior to the start of the meeting.
j. When the time has expired for a presentation to the city council, the presiding officer
shall direct the person speaking to cease. A second request from the presiding officer
to cease speaking shall be cause of the removal of the speaker if that person continues
to speak.
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k. Equipment, apparatus, or paraphernalia such as camera tripods, easels, or wheelchairs
shall not obstruct, block, or otherwise be located in the doorway, entranceway, or
walkways of the city council chambers or of any other room in which the city council
may choose to meet. Representatives of the electronic media may set up cameras and
other equipment only in the back of the room. It is permissible for television camera
operators to film for short periods of time (several minutes) from the entranceway to
the city council chambers. Any radio station, which broadcasts the regular city
council meetings live, may hook their equipment up at the front of the room as long
as it remains out of sight and out of the way.
l. There will be a uniformed City of Denton police officer present atin or near all
regular meetings of the city council. This police officer shall act in the capacity of a
security officer/sergeant-at-arms, and shall enforce the meeting rules and act upon the
direction of the presiding officer.
m. Any person making personal, impertinent, profane, or slanderous remarks, or who
becomes boisterous while addressing the city council or who otherwise violates any
of the above-mentioned rules while attending a city council meeting shall be removed
from the room meeting at the direction of the presiding officer, and the person shall
be barred from further audience and participation before the city council during that
session of the city council. If the presiding officer fails to act, any member of the city
council may move to require the offending person's removal, and the affirmative vote
of a majority of the city council shall require the presiding officer to act. The
sergeant-at-armsCity staff, if so directed by the presiding officer or an affirmative
vote of the majority of the city council, shall remove the offending person from the
meeting.
(4) Enforcement: The city manager, in the absence of a designated law enforcement officer,
shall act as sergeant at arms for the council, and shall furnish whatever assistance is
needed to enforce the rules of decorum herein established.
(5) Seating arrangement: For in-person meetings, Tthe city secretary, city manager and city
attorney shall occupy the respective seats in the council chamber assigned to them by the
mayor, but any two (2) or more members of the council may exchange seats.
(6) Videoconferencing: City council members may elect to participate in a city council
meeting by videoconference in the event the member is traveling or unable to attend a
meeting due to illness or declaration of disaster or emergency.
a. Procedures for meeting by videoconference if a quorum will be in one physical
location:
The council meeting notice shall specify where the quorum of the governmental body
will be physically present, and the intent to have a quorum present at that location.
The video and audio feed of a remote councilmember or employee shall be broadcast
live at the meeting. Each portion of the meeting held by videoconference call that is
required to be open to the public shall be visible and audible to the public at the
location where the quorum is present. The location at which the quorum is present,
and each remote location from which a member of the governmental body
participates, shall have two-way audio and video communication with each other
location during the entire meeting. Each participant's face in the videoconference call,
while speaking, shall be clearly visible and audible to each other participant and,
during the open portion of the meeting, to the members of the public in attendance at
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the location where a quorum is present, and at any other location of the meeting that
is open to the public. The audio and video signals perceptible by members of the
public at each location of the meeting shall meet or exceed minimum standards
established by Texas Department of Information Resources (DIR) rules. The audio
and video signals perceptible by members of the public at the location where the
quorum is present and, any other location open to the public, shall be of sufficient
quality so that members of the public at each location can observe the demeanor and
hear the voice of each participant in the open portion of the meeting. If a problem
occurs that causes a meeting to no longer be visible and audible to the public at the
location where a quorum is present, the meeting shall be recessed until the problem is
resolved, and if the problem is not resolved in six hours or less, the meeting shall be
adjourned. The city shall make at least an audio recording of the meeting, and the
recording shall be made available to the public.
b. Procedures for meeting by videoconference if a quorum will not be in one physical
location:
The city shall make available to the public at least one suitable physical space in the
city that is equipped with videoconference equipment that provides an audio and
video display, as well as a camera and microphone, by which a member of the public
can provide testimony or otherwise participate in the meeting. The member of the
governmental body presiding over the meeting shall be present at this site, and the
location must be open to the public. The meeting notice shall specify the physical
space provided, and shall also specify the intent to have the presiding officer present
at the location. Any member of the public present at this location shall be provided
the opportunity to participate in the meeting by means of a videoconference call in the
same manner as a person who is physically present at a meeting of the governmental
body that is not conducted by videoconference.
Each portion of the meeting held by videoconference call that is required to be open
to the public shall be visible and audible to the public. The video and audio feed of a
remote councilmember or employee shall be broadcast live at the meeting as the
technology employed permits. The site provided in the city and each remote location
from which a member participates, shall have two-way audio and video
communication with each member who is participating by videoconference during the
entire meeting. Each participant's face in the videoconference, while speaking, must
be clearly visible and audible to each other participant and, during the open portion of
the meeting, to the members of the public in attendance at the meeting location in the
city, and at any other location of the meeting that may be open to the public. The
audio and video signals perceptible by members of the public at each location of the
meeting shall meet or exceed minimum standards established by DIR rules. The audio
and video signals perceptible by members of the public at each location of the
meeting that is open to the public, and each remote location, must be of sufficient
quality so that members of the public at each location can observe the demeanor and
hear the voice of each participant in the open portion of the meeting. If a problem
occurs that causes the meeting to no longer be visible and audible to the public at the
meeting site in the city, the meeting must be recessed until the problem is resolved,
and if the problem is not resolved in six hours or less, the meeting shall be adjourned.
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The city shall make at least an audio recording of the meeting, and the recording shall
be made available to the public.
c. Council members wishing to participate in a meeting by videoconference shall
provide notice to the city manager and the agenda committee not less than seven four
(47) days prior to the meeting.
(d) Types of meetings.
(1) Regular meetings: The council shall meet on the first and third Tuesday of each month, at
such time as may be set by the city council, unless the meeting is postponed or cancelled
for valid reasons. All regular meetings of the council will be held in City Hall at 215 East
McKinney Street, Denton, Texas or at such other location as the city council may, from
time to time by proper posting under the Open Meetings Act and so long as the location
meeting is open available to the public, designate. In the event a regular meeting falls on
a day the city observes a paid holiday, or the day after, no regular meeting shall be
scheduled. Furthermore, no regular meetings shall be held the first two weeks in July, nor
the last two weeks of November and December. The limitations in this provision do not
apply to other types of meetings which may be called under Section 2-29(d).
(2) Special meetings: Special meetings may be called by the mayor, the city manager, or by
any three (3) members of the council. The city secretary shall post notice thereof as
provided by the Texas Open Meetings Act. The mayor, city manager, or three (3) of the
council members may designate a location for the special meeting other than City Hall, as
long as the location is open to the public.
(3) Workshop meetings: Workshop meetings (also referred to as "work sessions") may be
held on the first and third Tuesday of each month at such time as may be set by the city
council, or on such other day as the city council may designate and at such time as may
be set by the city council, to discuss near to mid or long range issues and to answer city
council questions concerning all agenda items. Workshops or work sessions may be
called using the same procedure required for special meetings as provided for in
subsection (2) above. The purpose of the workshop meeting is to discuss or explore
matters of interest to the city, to meet with city boards, commissions, or committee
members, city staff or officers of civic organizations, governing bodies or individuals
specifically invited to the session by the mayor, council or city manager. These meetings
are informational and normally no final action shall be taken unless the posted agenda
indicates otherwise. However, the city council may, by consensus, provide general
direction to staff with regard to matters of interest or concern, understanding such matters
ultimately may require a formal vote of the council for implementation.
(4) Luncheon meetings: Luncheon workshop or work session meetings may be held on the
first Monday of each month at such time as may be set by the city council, or on such
other day as the city council may designate. Such meetings may be called using the same
procedure required for special meetings as provided for in subsection (2) above. The
purpose of the luncheon meeting is to discuss or explore matters of interest to the city, to
meet with city boards, commissions, or committee members, city staff or officers of civic
organizations, governing bodies or individuals specifically invited to the session by the
mayor, council or city manager. These meetings are informational and normally no final
action shall be taken unless the posted agenda indicates otherwise. However, the city
council may, by consensus, provide general direction to staff with regard to matters of
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interest or concern, understanding such matters ultimately may require a formal vote of
the council for implementation.
(5) Emergency meetings: In case of emergency or urgent public necessity, which shall be
expressed in the notice of the meeting, an emergency meeting may be called by the
mayor, the city manager or by three members of the council, and it shall be sufficient if
the notice is posted two one hours before the meeting is convened. Council members
shall notify staff as soon as possible if they will participate in an emergency meeting via
videoconference.
(6) Closed meetings: The council may meet in a closed meeting pursuant to the requirements
of the Texas Open Meetings Act.
(7) Recessed meetings: Any meeting of the council may be recessed to a later time, provided
that no recess shall be for a longer period than until the next business day.
(8) Notice of meetings: The agenda for all meetings, including council committee or
subcommittee meetings, shall be posted by the city secretary on the city's official bulletin
board and notice of all meetings shall be given posted by the city secretary pursuant to
the requirements of the Texas Open Meetings Act.
(e) Presiding officer and duties.
(1) Presiding officer: The mayor, or in the absence of the mayor, the mayor pro-tem, shall
preside as chairman, or presiding officer at all meetings of the council. In the absence of
the mayor and the mayor pro-tem, the council shall elect a temporary presiding officer.
(Charter, Section 2.03)
(2) Call to order: The meetings of the council shall be called to order by the mayor, or in his
or her absence, by the mayor pro-tem. In the absence of both the mayor and the mayor
pro-tem, the meeting shall be called to order by the city secretary, and a temporary
presiding officer shall be elected as provided above.
(3) Preservation of order: The presiding officer shall preserve order and decorum, and
confine members in debate to the question under discussion. The presiding officer shall
call upon the sergeant-at-arms as necessary to enforce compliance with the rules
contained herein.
(4) Points of order: The presiding officer shall determine all points of order, subject to the
right of any member to appeal to the council. If any appeal is taken, the question shall be,
"Shall the decision of the presiding officer be sustained?" If a majority of the members
present vote "No," the ruling of the chair is overruled; otherwise, it is sustained.
(5) Questions to be stated: The presiding officer shall state all questions submitted for a vote
and announce the result. A roll call vote shall be taken upon the request of any member,
and upon the passage of all ordinances and resolutions.
(6) Substitution for presiding officer: The presiding officer may call any other member to
take his or her place in the chair, such substitution not to continue beyond adjournment.
(7) Call for recess: The presiding officer may call for a recess of up to fifteen (15) minutes at
regular intervals of approximately one hour at appropriate points in the meeting agenda,
or if requested by any two (2) members.
(f) Order of business.
(1) Agenda: The order of business of each meeting shall be as contained in the agenda
prepared by the city manager, which shall be reviewed and approved by an agenda
committee composed of the mayor, the mayor pro-tem, and the city manager. When items
are removed from the consent agenda and placed on the regular agenda by members of
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the council, the removed items shall be taken up in the order of removal right after the
consent agenda. Placement of items on the agenda shall be governed by this ordinance;
provided that if a council member has an "emergency" item that the council member
believes should be placed on the next regular or special meeting agenda, the placement
must be approved by two members of the agenda committee or at the direction of a
majority of the council. Conduct of business at special meetings will likewise be
governed by an agenda and these rules of procedure.
(2) Pledge of Allegiance: Each agenda shall provide an item for the recital of the "Pledge of
Allegiance" at the regularly scheduled city council meetings. This item shall begin with
the recital of the pledge of allegiance for the United States flag and shall follow with a
recital of the pledge of allegiance for the Texas state flag in accordance with V.T.C.A.
Government Code § 3100.101.
(3) Presentations by members of council or city manager: The agenda shall provide a time
when the mayor or any council member may bring before the council any business that
he or she feels should be deliberated upon by the council at a future council meeting.
These matters need not be specifically listed on the agenda, but discussion and formal
action on such matters shall be deferred until a subsequent council meeting. Any member
may suggest an item for discussion at a future work session. The city manager or city
staff shall only respond preliminarily on this item at the work session. If the city council
believes the item requires a more detailed review, the council will give the city manager
or city staff direction to place the item on a future regular meeting agenda and advise
staff as to the background materials to be desired at such meeting. The city council may
receive from the city manager or city staff or a member of the city council reports about
items of community interest including expressions of thanks, congratulations, or
condolence; information regarding holiday schedules; an honorary or salutary recognition
of a public official, public employee, or other citizen, except that a discussion regarding a
change in the status of a person's public office or public employment is not an honorary
or salutary recognition for purposes of this subdivision; 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; and announcements
involving an imminent threat to the public health and safety of people in the municipality
that has arisen after the posting of the agenda so long as authorized by the Texas Open
Meetings Act.
(4) Presentations from members of the public:
a. Reports from members of the public: Reports from members of the public shall be
received through either of two (2) methods: 1) prior registration or 2) open
microphone. A total of up to seven (7) speakers are permitted to provide public
comment and may include any combination of prior registration and open
microphone speakers. Public comment is provided during regular meetings of the city
council, which typically occur on the first and third Tuesday of each month.
Presentations made in accordance with this section will be made via teleconference or
videoconference technology as specified by the City on its website or meeting notice.
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1) Prior registration. Any person who wishes to place a subject on the council
agenda at regular council meetings shall advise the city manager's office of that
fact and the specified subject matter which he or she desires to place on the
agenda no later than 12:00 p.m. Thursday prior to the council meeting at which he
or she wishes the designated subject to be considered. Such reports shall be heard
at the beginning of the regular meeting of the city council pursuant to an agenda
posting allowing a period of public comment.
Each speaker providing a report shall speak for no longer than four (4) minutes.
At the conclusion of each report, council may pose questions to the speaker
concerning his or her report. Council may also engage in discussion concerning
each report. If the city council believes that a speaker's report requires a more
detailed review, the council will give the city manager or city staff direction to
place the item on a future work session or regular meeting agenda and advise staff
as to the background materials to be desired at such meeting.
2) Open microphone. Prior to At the beginning of the regular meeting of the city
council, persons who have not registered to speak as above described may make
comments through the open microphone procedure. Such person(s) shall have
filed a "Blue Card" requesting to speak during this period prior to the calling of
this agenda item. At the time the city council calls the Open Microphone
comment period, a person may present himself or herself and make public
comments regarding public businesshave registered via email or telephone as
specified by the City on its website or meeting notice; provided however, such
persons shall not be allowed to speak to items on the current agenda in light of
other established procedures for taking such comments as specified in these rules.
No person may fill outsubmit a "request to speak" form in order to speak or
comment on another person's report, which is given at the same council meeting.
An announcement may be made, prior to the time for reports from members of the
public on the agenda, summarizing the main portions of the rules and the "code of
conduct" as they may apply to members of the public speaking to the council.
Any speaker providing a report shall speak for no longer than four (4) minutes on
all items that he or she may bring before the council at each meeting.
b. Work session or workshop items: As it concerns the workshop agenda, citizens or
other interested persons may not participate in the session unless invited to do so by
the mayor. If the mayor invites citizens to participate in a work session, their
participation will cease at the point the mayor closes the session to public input to
allow the council to give city staff direction as to needed information for the possible
future meeting on the item. Citizens should be advised of the nature of the work
session, but that their input on these items is premature until such item is placed upon
a city council agenda for final action. The purpose of this procedure is to allow the
citizens attending the regular meeting the opportunity of hearing the views of their
fellow citizens in a more formal setting. Any citizen may supply the city council a
written statement or report regarding the citizen's opinion on a matter being discussed
in a work session.
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1) c. Speaking Commenting on consent and regular agenda items: Any person
who wishes to address the council regarding a non-public hearing regular or
consent agenda item may do so by submitting a web form found at the link
provided on the agenda or by telephonic participationthat is on the council's
agenda, shall complete a "request to speak" form asking to speak regarding the
item and shall return it to the city secretary. On For both consent and regular
agenda items, comments must be received at least one (1) hour prior to the posted
start time of the meeting. Comments will be provided to the Council prior to
consideration of any item to which a comment pertains. This procedure will be
the only method for the public to provide comment, and no other avenue of public
comment under this section will be recognized during the course of the meeting.
3) the request to speak card shall be submitted prior to the citizen comment on
consent agenda items at the beginning of the city council meeting. On regular
agenda items, the request to speak card shall be submitted prior to the time the
city council considers the item. The mayor will call upon the person who desires
to speak.
4) Consent agenda items: When consent agenda items are posted on an agenda,
citizens or other interested persons will be allowed to make citizen comment
immediately after the opening of the city council meeting and prior to workshop
or work session items on the agenda by filling out a "request to speak" card (aka a
"blue card") asking to speak on any or all consent agenda items and returning the
form to the city secretary. In the event a person is unable to attend the city council
workshop or work session, he or she may contact the city secretary prior to the
opening of the meeting and request that a consent agenda item be pulled from the
consent agenda in order to allow comment as an individual item at the regular
meeting of the city council. The city secretary shall make any such request known
to the city council. Consent agenda items are generally routine nature, so
comment at this time facilitates the regular council meeting where no citizen
comment on consent agenda items will be permitted, unless the item is removed
from the consent agenda by a member of the council to be considered as an
individual item during the regular meeting. Speakers will be allowed three (3)
minutes per speaker and may comment on any or all consent agenda items so long
as any speaker's time does not exceed a total of three (3) minutes.
5) Regular agenda items: During the regular session of the city council meeting, any
citizen or interested person may comment on an item posted on the agenda for
final action. Any person who wishes to address the council regarding a non-public
hearing item that is on the council's agenda, shall complete a "request to speak"
form asking to speak regarding the item and shall return it to the city secretary
before the council considers the item. This procedure applies to speakers desiring
to speak to items for individual consideration on the agenda during the regular
meeting of the city council. The mayor will call upon the person to speak.
Speakers will be allowed three (3) minutes per speaker as to any particular agenda
item being considered by the city council.
f.c. Public hearings:
1) Any person who wishes to address the council at a public hearing is encouraged to
complete a "request to speak" form online or by calling the phone number
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provided in the meeting noticeand return it to the city secretary before the
applicable hearing. The mayor will call upon the person to speak. Speakers will
be allowed an initial four (4) minutes per speaker as to any public hearing item.
However, if numerous speakers desire to comment on an item, council may limit
speakers to three (3) minutes per speaker. Only those speakers who previously
provided input on a specific item will be permitted to provide a final rebuttal of
up to two (2) minutes per speaker. Applicants and their agents on public hearing
items shall be allowed to speak for no longer than ten (10) minutes per speaker
with a total of twenty (20) minutes for all speakers representing the applicant.
Speakers will have the opportunity to make a single, final rebuttal after hearing
the applicant’s rebuttal as set forth in Section 2-29(f)(4)(d)(2)(g).
2) To facilitate the public hearing process in zoning cases the following procedure
will be used:
a) The mayor reads the zoning case caption, and then opens the public hearing.
b) The city manager introduces the city staff for presentation.
c) City staff presents facts relevant to the matter.
d) The applicant presents his or her case, with potential questions of the
applicant from the city council.
e) The council receives input from the public, with potential questions of
speakers from the city council.
f) The applicant will be given an opportunity to make rebuttal comments.
g) Members of the public who previously provided input on a specific item will
have the opportunity to make a single, final rebuttal.
h) The city staff and/or the applicant will answer any questions of the city
council.
i) Upon conclusion of these questions and answers, the mayor will continue or
close the public hearing.
3) Groups or organizations: Any group or organization comprised of four (4) or
more members who have communicated via the online form or phone number that
they present in the city council chambers who wishes to address the council at a
public hearing or on a non-public hearing agenda item shall designate a
representative to address the city council and shall limit their remarks to ten (10)
minutes or less. The group or organization shall turn inprovide a written
designation to the city secretary, on cards prepared by the city secretary of a
different color from cards submitted by individual speakersvia the online form or
email to the city secretary, prior to the commencement of the meeting identifying
the representative who will address the city council on behalf of the group or
organization. At the time the representative is recognized by the mayor to speak,
the group or organization will be asked to stand to be recognized prior to the
receipt of comments by the representative.
g.d.Discretionary time: At the discretion of the presiding officer or a majority of the city
council, any speaker may be granted an extension of time to speak.
h.e. Audio/Visual aids: Any citizen desiring to use audio/visual aids during presentations
to council shall submit such presentation to the city secretary twenty-four (24) hours
prior to the meeting where the presentation will occur.
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(5) Presentation of proclamations: The agenda may provide a time for the presentation of
proclamations. The mayor or presiding officer may deliver provide and present
proclamations upon the request of citizens. Proclamations may encompass any activity or
theme except that proclamations with a theme religious or partisan in nature shall not be
presented. Moreover, proclamations shall not be used for any commercial or advertising
purpose.
(g) Consideration of ordinances, resolutions, and motions.
(1) Printed or typewritten form: All ordinances and resolutions shall be presented to the
council in printed, typewritten or electronic form. The council may, by proper motion,
amend any ordinance or resolution presented to it at the meeting at which it is presented
or direct that the amended ordinance be placed on the next or any future council agenda
for adoption.
(2) City attorney to approve: All ordinances, resolutions, and contracts and amendments
thereto, shall be approved as to form and legality by the city attorney, or he or she shall
file a written opinion on the legality of such ordinance, resolution or contract prior to
submission to the council. (Charter, Section 6.02)
(3) Distribution of ordinances and resolutions: The city manager shall prepare copies of all
proposed ordinances and resolutions for distribution to all members of the council at the
meeting at which the ordinance or resolution is introduced, or at such earlier time as is
expedient.
(4) Recording of votes: The yeas and nays shall be taken upon the passage of all ordinances
and resolutions and the vote of each member shall be recorded in the minutes and within
each respective ordinance and resolution. (Charter, Section 2.06 (b))
(5) Majority vote required: An affirmative vote of four (4) members is necessary to repeal
any ordinance or take any official action in the name of the city except as otherwise
provided in the Charter, by the laws of the State of Texas, or these rules. (Charter,
Section 2.06)
a. Tie-Vote:
1. City Council: Matters voted on by the City Council which end in a tie-vote due to
absence(s) shall automatically be placed on each subsequent council meeting
agenda until the full Council is present or the matter does not end in a tie vote.
Matters voted on by the City Council when the full Council is present, which end
in a tie-vote due to recusal(s) shall be considered a denial.
2. Boards, Commissions, and Committees: With the exception of the Planning and
Zoning Commission, matters voted on by boards, commissions, and committees,
which end in a tie-vote, regardless of the cause, shall be considered a denial. This
provision applies to all task forces, ad hoc committees, or other limited duration
groups established by the City Council.
i. The Denton Development Code outlines the process for City Council
review and decision of any recommendations made by the Planning
and Zoning Commission.
(6) Demand for roll call: Upon demand of any member, the roll shall be called for yeas and
nays upon any question before the council, with the exception of those circumstances set
forth in subsection (12), the previous question. It shall not be in order for members to
explain their vote during the roll call.
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(7) Personal privilege: The right of a member to address the Council on a question of
personal privilege shall be limited to cases in which his or her integrity, character, or
motives are assailed, questioned, or impugned.
(8) Dissents and protests: Any member shall have the right to express dissent from or protest
against any ordinance or resolution of the council and have the reason therefor entered
upon the minutes. Such dissent or protest may be filed in writing, and presented to the
council not later than the next regular meeting following the date of passage of the
ordinance or resolution objected to.
(9) Voting required: No member shall be excused from voting except for lack of information
and except on matters involving the consideration of his or her own official conduct, or
where his or her personal interests are involved in accordance with V.T.C.A. Local
Government Code Ch. 171 (Vernon 2014), and in these instances he or she shall abstain.
Any member prohibited from voting by personal interest shall announce this at the
commencement of consideration of the matter and shall not enter into discussion or
debate on any such matter, shall leave the meeting room, and shall file an affidavit of
recusal. The member having briefly stated the reason for his or her request, the excuse
from voting shall be made without debate.
(10) Order of precedence of motions:
a. The following motions shall have priority in the order indicated:
1. Adjourn (when unqualified) and is not debatable and may not be amended;
2. Take a recess (when privileged);
3. Raise a question of privilege;
4. Lay on the table;
5. Previous question (⅔ vote required);
6. Limit or extend limits of debate (⅔ vote required);
7. Postpone to a certain time;
8. Commit or refer;
9. Amend;
10. Postpone indefinitely;
11. Main motion.
b. The first two motions are not always privileged. To adjourn shall lose its privilege
character and be a main motion if in any way qualified. To take a recess shall be
privileged only when other business is pending.
c. A motion to adjourn is not in order:
1. When repeated without intervening business or discussion;
2. When made as an interruption of a member while speaking;
3. While a vote is being taken.
d. Only certain motions may be amended as provided in the most current edition of
Robert's Rules of Order, revised. A motion to amend shall be undebatable when the
question to be amended is undebatable.
(11) Reconsideration: A motion to reconsider any action of the council can be made not
later than the next succeeding official meeting of the council. Such a motion can only be
made by a member who voted with the prevailing side. It can be seconded by any
member. In order to comply with the Texas Open Meetings Act, any council member
who wishes to make such a motion at a meeting succeeding the meeting where the action
was taken shall notify the city manager to place the item for reconsideration on the
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council agenda. No question shall be twice reconsidered, except by unanimous consent of
the council, except that action related to any contract may be reconsidered at any time
before the final execution thereof. A matter which was not timely reconsidered in the
manner provided by this section or was reconsidered but the action originally taken was
not changed by the council cannot be reintroduced to the council or placed on a council
meeting agenda for a period of six (6) months unless this rule is suspended as provided
for in these rules of procedure.
(12) The previous question: When the previous question is moved and seconded, it shall
be put as follows: "Shall the main question be now put?". There shall then be no further
amendment or debate; except that nothing herein shall allow the previous question to be
called prior to a least one opportunity for each member of the council to speak on the
question before the council. Any pending amendments shall be put in their order before
the main question. If the motion for the previous question is lost, the main question
remains before the council. An affirmative vote of ⅔ of the council shall be required to
move the previous question. To demand the previous question is equivalent in effect to
moving "That debate now cease, and the council shall immediately proceed to vote on the
pending motion". In practice, this is done with the phrase "Call for the question", or
simply saying "Question".
(13) Withdrawal of motions: A motion may be withdrawn, or modified, by its movant
without asking permission until the motion has been stated by the presiding officer. If the
movant modifies his or her motion, the seconding council member may withdraw his or
her second. After the question has been stated, the movant shall neither withdraw it nor
modify it without the consent of the council. The subject different from that under
consideration shall be admitted under color of amendment. A motion to amend an
amendment shall be in order, but one to amend an amendment to an amendment shall not
be in order.
(14) Appropriations of money: Before formal approval by the council of motions
providing for appropriation of money, information must be presented to the council
showing purpose of the appropriation. In addition, before finally acting on such an
appropriation, the council shall obtain a report from the city manager as to the availability
of funds and his or her recommendations as to the desirability of the appropriation.
(15) Transfer of appropriations: At the request of the city manager, at any time during the
fiscal year, the council may by resolution transfer an unencumbered balance of an
appropriation made for the use of one department, division, or purpose; but no transfer
shall be made of revenues or earnings of any non-tax supported public utility to any other
purpose.
(h) Creation of committees, boards and commissions.
(1) Council committees: The council may, by resolution and as the need arises, authorize the
appointment of council committees. Any committee so created shall cease to exist when
abolished by resolution of the council. Council committees shall comply with the Texas
Open Meetings Act, as may be amended, suspended, or otherwise modified in times of
emergency.
(2) Citizen boards, commissions, and committees: The council may create other citizen
boards, commissions, and committees to assist in the conduct of the operation of the city
government with such duties as the council may specify not inconsistent with the City
Charter or Code. Creation of such boards, commissions, and committees and
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memberships and selection of members shall be by council resolution if not otherwise
specified by the City Charter or Code. Any board, commission, or committee so created
shall cease to exist when abolished by a resolution approved by the council. No
committee so appointed shall have powers other than advisory to the council or to the city
manager, except as otherwise specified by the Charter or Code. All citizen boards,
commissions, and committees shall comply with the procedural requirements of the
Texas Open Meetings Act, as may be amended, suspended, or otherwise modified in
times of emergency. Any reference in this article to "citizen boards, commissions, and
committees" includes citizen task forces and citizen ad hoc boards, commissions, and
committees unless otherwise indicated herein.
(3) Appointments:
a. Individual city council members making nominations for members to citizen boards,
commissions, and committees will consider interested persons on a citywide basis.
b. The city council will make an effort to be inclusive of all segments of the community
in the board, commission, and committee appointment process. City council members
will consider ethnicity, gender, socio-economic levels, and other factors to ensure a
diverse representation of Denton citizens.
c. The city council will take into consideration an individual's qualifications, willingness
to serve, and application information in selecting nominations for membership to each
board, commission, and committee.
d. In an effort to ensure maximum citizen participation, city council members will
continue the general practice of nominating new citizens to replace board members
who have served three (3) consecutive terms on the same board per the provisions of
Denton Code of Ordinances, section 2-65. This provision does not apply to citizen
task forces and citizen ad hoc committees.
e. Each city council member will be responsible for making nominations for board,
committee, and commission places assigned to him or her, which shall correspond to
the city council member's place. Individual city council members will make
nominations to the full city council for the governing body's approval or disapproval.
(4) Rules of procedure:
a. All board, commission, and committee members, including citizen board,
commission, and committee members, shall comply with the provisions of article II
of chapter 2 of the Code of Ordinances, as may be amended. All board, commission
and committee members, including citizen board, commission, and committee
members, shall be provided a copy of these rules of procedure and a copy of the City
of Denton Handbook for Boards, Commissions and Committees, which shall govern
operational procedures of all boards, commissions and committees, including citizen
boards, commissions, and committees. All boards, commissions, and committees,
including citizen boards, commissions and committees, shall comply with these rules
as to the preparation of minutes of meetings, and such minutes shall be prepared in
accordance with the policies and procedures of the city secretary.
b. All citizen board, commission, and committee members shall comply with the
procedural requirements of the V.T.C.A., Texas Government Code Chapter 551, also
known as the "Texas Open Meetings Act" as they appear now or may be amended in
the future, insofar as the procedural requirements have not been suspended during a
time of emergency. Notice of all meetings shall be posted in compliance with the
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Texas Open Meetings Act and minutes and records will be maintained in accordance
with requirements of the city secretary's office. Each citizen board, commission, and
committee member shall be provided a copy of the Texas Open Meetings Act.
Penalty provisions of the Texas Open Meetings Act shall only apply to citizen boards,
commissions, and committees with rule making or quasi-judicial power, as set forth
in the Texas Open Meetings Act and as interpreted by Texas Courts.
c. Unless otherwise provided by law, the City Council and each board, commission, or
committee, shall adopt a regular meeting schedule by no later than the body’s first
meeting of the calendar year. All regular meeting schedules shall be sent to the City
Secretary’s Office for official record keeping purposes upon adoption. Regular
meeting schedules should include all planned meetings the body intends to have
during the calendar year.
(i) Votes required. Questions on which the voting requirement is varied by the Charter, State
Statutes and these rules are listed below:
(1) Charter and state statutory requirements:
a. Charter amendment—Five (5) votes: Ordinances submitting proposed Charter
amendments must be adopted by a two-thirds (⅔) vote of the council. (TEX. CONST.
art. XI, § 3 and V.T.C.A. Local Government Code Ch. 9 (Vernon 2014.)) For a
seven-member council, this means five (5) members must vote affirmatively.
b. Levying taxes—Five (5) votes: Ordinances providing for the assessment and
collection of certain taxes require the approval of two-thirds (⅔) of the members of
the council (V.T.C.A. Tax Code § 302.101 (Vernon 2014)).
c. Changing paving assessment plans—Five (5) votes: Changes in plans for paving
assessment require a two-thirds (⅔) vote of the council (V.T.C.A. Transportation
Code § 313.053(e) (Vernon 2014)).
d. Changes in zoning ordinance or zoning classifications: In cases of a written protest of
a change in a zoning regulation or zoning classification by the owners of twenty (20)
percent or more either of the area of the lots included in such proposed change, or of
the lots immediately adjoining the same and extending two hundred (200) feet
therefrom, such amendment shall not become effective except by the favorable vote
of three-fourths (¾) of all members of the city council; further, three-fourths (¾) of
all the members of the city council is required to override the decision of the planning
and zoning commission that a zoning change be denied (V.T.C.A. Local Government
Code § 211.066 (Vernon 2014)) and section 35.3.4.C.(4) Denton City Code
(Development Code)). ("All" members of the city council is construed to mean all
who are qualified to vote on a matter, and any legal disqualification of a member
could change the requisite number of votes required for passage. City of Alamo
Heights v. Gerety et al., 264 S.W. 2d 778 (Ct. App. — San Antonio (1954)).
e. Amendment of tax abatement policy: The guidelines and criteria adopted as the city's
tax abatement policy may be amended or repealed by a vote of three-fourths (¾) of all
members of the city council (V.T.C.A. Tax Code § 312.002(c) (Vernon 2014)).
Severability clause. If any section, subsection, paragraph, sentence, clause, phrase or word in this
section, or application thereof to any person or circumstances is held invalid by any court of
competent jurisdiction, such holding shall not affect the validity of the remaining portions of this
ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have
enacted such remaining portions despite any such invalidity.
665
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-975,Version:1
AGENDA CAPTION
Consider nominations/appointments to the City’s Boards,Commissions,and Committees:Planning &Zoning
Commission.
City of Denton Printed on 5/21/2021Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
ICM: Sara Hensley
DATE: May 25, 2021
SUBJECT
Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Planning &
Zoning Commission.
BACKGROUND
On January 4, 2021, the 2020-2022 Boards & Commissions Screening & Appointment Process was
presented and discussed with the City Council. This item is the first step in appointing members.
Exhibit 2 includes those seats for the above-noted Boards, Commissions, and Committees for whom
nominations have been received, nominees fully vetted and found to meet all necessary qualifications to
serve on the respective board/commission/committee. As previously discussed, only those nominees who
have been fully vetted and qualified will be presented for appointment.
This is not a complete listing of nominees received to date as the vetting is still in progress for some or
(re)nominations have not been received.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Nominations Sheet
Respectfully submitted:
Rosa Rios
City Secretary
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
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BOARD/COMMITTEE/COMMISSION COUNCIL
PLACE
NOMINATING
CCM NOMINEE PRESENT TERM NEW TERM
STATUS &
QUALIFICATION OR
PREFERENCE, IF ANY
Planning & Zoning Commission 2 Beck-2 Eric Pruett N/A
Unexpired
September 1, 2019
through
August 31, 2021
New
BOARDS & COMMISSIONS ‐ NOMINATIONS LIST
May 25, 2021
668
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 21-1009,Version:1
AGENDA CAPTION
Consider appointments to City Council Committees,Development Code Review Committee,Dallas Regional
Mobility Coalition,Discover Denton Advisory Board,Lake Ray Roberts P&Z Commission,and Denton
County Leadership Teams (Behavioral Health, Homelessness, and Workforce Success).
City of Denton Printed on 5/21/2021Page 1 of 1
powered by Legistar™669
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office
ICM: Sara Hensley DATE: May 25, 2021
SUBJECT
Consider appointments to City Council Committees, Development Code Review Committee, Dallas Regional Mobility Coalition, Discover Denton Advisory Board, Lake Ray Roberts P&Z Commission, and Denton County Leadership Teams (Behavioral Health, Homelessness, and Workforce Success).
BACKGROUND During the work session held earlier in the day, City Council discussed the role of City Council Committees including other internal/external boards. Deliberations also included the Committees of Interest identified
by each member of the City Council, applicable appointment processes, as well as proposed appointments
to each applicable board/committee. This item will officiate the appointments as well as provide staff the direction needed for those external boards that require other official action by the City Council.
Exhibit 2 is not available at this time but will be updated following the work session. The following boards/committees, members identified within the exhibit will not be part of the approval process, but rather, proposed appointments will be forthcoming at future meetings as applicable for each.
• Community Justice Council [inactive as of 06/03/2019]
• Denton County Transportation Authority (DCTA)
o NOTE: DCTA reported this appointment expiring November 2021
• Downtown Denton Tax Increment Financing (TIF) reinvestment zone no. 1
• Economic Development Partnership Board
• North Texas Commission (NTC)
• Regional Transportation Council (RTC)
• Tax Increment Reinvestment Zone No. 2 (Westpark TIRZ No. 2)
• Texas Municipal Power Agency (TMPA)
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 3 – Council Committee Narrative
City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com
670
Exhibit 2 – Proposed Appointments (Not currently available)
Respectfully submitted: Rosa Rios
City Secretary
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CITY COUNCIL COMMITTEES AGENDA COMMITTEE
The Agenda Committee is composed of the Mayor, the Mayor Pro Tem, and the City Manager.
The Agenda Committee reviews the City Manager’s proposed City Council agendas as to form and agenda content.
AUDIT/FINANCE COMMITTEE
The Audit/Finance Committee is composed of three Council Members. The City Manager, or his designee, is an ex-officio member. The duties and purpose of the Committee shall be to assist the Council in fulfilling its organizational oversight responsibilities relating to the audit function, the investment function and any other financial related activities as delegated by the City Council.
COMMITTEE ON COMMUNITY ENGAGEMENT The Committee on Citizen Engagement is composed of three Council Members. The City Manager, or his designee, will provide guidance and assistance to the Committee. The duties and
purpose of the Committee shall be to provide advice to the Council and/or staff regarding the timely
distribution of accurate and complete information to Denton citizens and devise methods of engaging Denton citizens in the various processes of city government.
COMMITTEE ON THE ENVIRONMENT
The Committee on the Environment is composed of three Council Members. The duties of the Committee shall be to review, discuss, deliberate, and consider environmental issues and resources and make recommendations to the Council. The Committee will also deliberate and make recommendations regarding any other matter delegated to the Committee by the Council.
COUNCIL AIRPORT COMMITTEE The Council Airport Committee is composed of three City Council members. The City Manager, or his designee, will provide guidance and assistance as needed. The duties and purpose of the
Committee shall be to review, consider and make recommendations to the City Council on: the
Airport Business Plan and Airport Master Plan; any airport infrastructure improvement or other major project impacting the airport; the acquisition, review, and consideration of grant funding for the airport; contracts and leases of airport property, including recommending appropriate terms to the City Council; long term financial planning and budgetary issues affecting the airport, and issues
raised as a result of interface between citizens, airport tenants, or other interested parties.
COUNCIL APPOINTEE PERFORMANCE REVIEW COMMITTEE The Council Appointee Performance Review Committee is composed of three Council Members,
with the Director of Human Resources as an ex-officio member. The duties and purpose of the
Committee shall be to assist the City Council in performance review of the City Council appointees and to ensure that the appointee’s job descriptions are accurate and properly reflect current job duties in order to make recommendations to the Council to assist the Council in evaluating the job performance of the council appointees. Additionally, the Committee will make recommendations
regarding employment agreements, including renewals, of council appointee positions.
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COMMUNITY PARTNERSHIP COMMITTEE The Hotel Occupancy Tax and Sponsorship Committee is composed of three Council Members. The duties and purpose of the Committee shall be to monitor allocation and use of both the hotel occupancy tax and sponsorship funds, ensuring HOT funds are being used to directly enhance
and promote tourism and the hotel/ convention industry, ensuring the sponsorship funds are
being used to further a charitable cause, economic or community growth and serve a public purpose in the best interest of the general welfare of the City of Denton, and recommend organizations to receive funding to the City Council.
MOBILITY COMMITTEE The Mobility Committee is composed of three Council Members. The duties and purpose of the Committee shall be to review, consider and make recommendations to the City Council regarding any changes to the Mobility Plan, local transportation policy, and any items concerning regional
transportation policies and activities.
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EXTERNAL COUNCIL COMMITTEES COMMUNITY JUSTICE COUNCIL [Inactive as of 06/03/2019]
The Community Justice Council is established according to Chapter 76 of the Texas Government
Code. That Chapter indicates that a Justice Council has to be established as a prerequisite to establishing a community corrections facility. The Community Justice Council provides continuing policy guidance and direction for the development of criminal justice plans and community correction facilities and programs and conditions of community supervision. Among the members
of the Justice Council is a council member of the most populous municipality in the County that the
facility will serve. Membership: Because Inactive, unable to determine if this must be an elected official; but historically has been an elected official.
DISCOVER DENTON ADVISORY BOARD The Discover Denton Advisory Board (initially established as the Convention and Visitors Bureau Advisory Board) was initiated in 1976 by the Denton Chamber of Commerce to promote events and
attractions, provide hospitality education, and ensure a positive experience to Denton visitors. It
operates via an agreement between the City of Denton and the Denton Chamber of Commerce. The Advisory Board makes recommendations to the Chamber of Commerce Board of Directors. Membership: Must be three (3) elected officials, at least two of whom must also serve on the
Community Partnership Committee.
DALLAS REGIONAL MOBILITY COALITION The Dallas Regional Mobility Coalition is a transportation advocacy group made up of cities,
counties and transportation agencies in a five-county region (Dallas, Denton, Collin, Rockwall
and Ellis) with a primary mission to advance critical mobility projects through advocacy efforts with state and federal elected officials and regional transportation agencies. The DRMC is governed by a 27-member board of directors representing cities, counties and
transportation agencies in the greater Dallas area. It consists of seven members, one each from the
cities of Carrollton, Garland, Grand Prairie, Irving, Mesquite, Plano and Richardson being either the Mayor or another elected official designated by the City Council; four members, designated by the Mayor of Dallas, being either two or three elected officials from the City of Dallas and one or two community leaders who are non-elected officials; four members, one each from Collin, Dallas,
Denton, and Ellis County, being either the County Judge or another elected official designated by
the County Judge; elected officials from those cities not represented in either of the first two categories; one community leader (non-elected official) appointed by the Dallas County Judge; four ex-officio members being the Texas Department of Transportation District 18 District Engineer, the Executive Director of the Texas Turnpike Authority, the Executive Director of the Dallas Area
Rapid Transit Authority, the Staff Director of the Regional Transportation Council; and one
business leader (non-elected official) appointed annually by the Legislative Coalition of the Dallas Area Chambers of Commerce. Membership: Must be the Mayor or another elected official.
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DENTON COUNTY BEHAVIORAL HEALTH LEADERSHIP TEAM The Denton County Behavioral Health Leadership Team (DCBHLT) is composed of fifteen to thirty-three members, including one to two appointees from Denton City Council. Per the DCBHLT bylaws, “Cities/Towns should identify a council member, senior staff, executive, or
community member” to serve on the team. Appointees shall serve at least one two-year term and
attend six meetings in the calendar year. The purpose of the Denton County Behavioral Leadership Team (DCBHLT) is to convene as a policy making team tasked with improving the planning, coordination, oversight, and implementation required to create systems change, for behavioral health services in Denton County.
Membership: May be an elected official, senior staff, executive, or community member. DENTON COUNTY HOMELESSNESS LEADERSHIP TEAM
The Denton County Homelessness Leadership Team (DCHLT) is composed of seventeen to
thirty-eight members, including one to two appointees from the City of Denton. Per the DCHLT bylaws, “Cities/Towns should identify a council member, senior staff, executive, or community member” to serve on the team. The DCHLT shall have one to two appointees from Law Enforcement. A member of city staff serves as an ex-officio member. Appointees shall serve at
least one two-year term and attend six meetings in the calendar year. The purpose of the Denton
County Homelessness Leadership Team (DCHLT) is to convene as a policy making team tasked with improving the planning, coordination, oversight, and implementation required to create systems change, for housing/homelessness initiatives in Denton County.
Membership: May be elected official(s), senior staff, executive, or community member. DENTON COUNTY TRANSPORTATION AUTHORITY BOARD (DCTA) The Denton County Transportation Authority is governed by a five (5) voting-member Board which includes a representative from Denton, Lewisville, Highland Village, and two members
from Denton County serving two-year terms. Each member city is permitted to have a primary and alternate representative. Denton County is permitted to have two primary and two alternate representatives. The Board adopts the annual operating budget and is responsible for setting policy.
Membership: Elected officials may serve as board members; includes an alternate. Board members must have professional experience in the field of transportation, business, government, engineering or law. DENTON COUNTY WORKFORCE SUCCESS LEADERSHIP TEAM The Denton County Workforce Success Leadership Team (DCWSLT) is composed of twenty-seven to forty-two members, including one appointee from the City of Denton. Per the DCWSLT bylaws, “Cities/Towns should identify a council member, senior staff, executive, or community member” to serve on the team. The DCWSLT shall have one to two appointees from Economic
Development Departments. Appointees shall serve at least one two-year term and attend twelve meetings in the calendar year. The purpose of the Denton County Workforce Success Leadership Team (DCWSLT) is to convene as a policy making team tasked with improving the planning, coordination, oversight, and implementation required to create systems change for workforce/employment initiatives in Denton County.
Membership: May be an elected official, senior staff, executive, or community member
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LAKE RAY ROBERTS PLANNING AND ZONING COMMISSION The Lake Ray Roberts Planning & Zoning Commission hears requests for zoning changes, special use permits, recreational park permits, sign permits, planned development applications and variances. The Mayor or his/her designee of each city for the territory extraterritorial
jurisdiction of which includes any part of the Lake Ray Roberts lake area in the County.
Membership: Must be the Mayor NORTH TEXAS COMMISSION
The North Texas Commission is a public-private partnership of businesses, cities, counties,
chambers of commerce, economic development entities and higher education institutions dedicated to advancing the vibrancy of the North Texas region. The North Texas Commission provides the resources to carry out programs that benefit the entire region and to address regional problems and opportunities.
Membership: Prefer it be an elected official (historically the Mayor) otherwise a City employee; can appoint a proxy (historically the City Manager).
REGIONAL TRANSPORTATION COUNCIL
The North Central Texas Council of Governments has served as the Metropolitan Planning Organization (MPO) for the Dallas-Fort Worth Metropolitan Area. The Regional Transportation Council is the independent transportation policy body of the Metropolitan Planning Organization. The RTC consists of 44 members which include local elected or appointed
officials from the metropolitan area and representatives from each of the area's transportation
providers. The RTC oversees the metropolitan transportation planning process. Membership: Must be elected officials.
TEXAS MUNICIPAL POWER AGENCY The Board of Directors assists in establishing policies, setting regulations, and overseeing the administration and management of the agency as well as approving and auditing the budget. The City of Denton has two representatives serve on the Board of Directors.
Membership: Two representatives approved by the City Council who may, but need not necessarily be, members of the City Council and/or the Public Utilities Board. Once appointed by City Council, members may only be removed for cause in accordance with the Denton City Charter, Section 14.16.
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OTHER COUNCIL COMMITTEES AND BOARDS DEVELOPMENT CODE REVIEW COMMITTEE
The Development Code Review Committee is composed of three City Council members plus three
Planning and Zoning Commissioners. The duties and purpose of the Committee shall be to review all proposed revisions to the Denton Development Code and make recommendation to the City Council regarding the proposed revisions.
Membership: Per City ordinance, the Committee shall be comprised of three City Council
Members (plus three Planning and Zoning Commissioners). ECONOMIC DEVELOPMENT PARTNERSHIP BOARD
The Economic Development Partnership Board consists of twelve members: (1) two members
from City Council at the time of their appointment, (2) two members from the Denton Chamber of Commerce Board of Directors at the time of their appointment who reside or work in the City, (3) two members who will be, or must be currently employed by a top 20 City of Denton ad valorem or sales tax payer and who reside or work in the City, (4) the President of UNT or
his/her designee who does not have a city residency requirement; (5) the Chancellor and President of TWU or his/her designee who does not have a city residency requirement; (6) a member with knowledge or experience in general aviation-related matters with no financial interest at the Denton Enterprise Airport and who resides or works in the City, (7) a citizen of Denton with specific knowledge, skills and abilities to assist in the functions of the Economic
Development Partnership Board; (8) a member nominated by the Denton Black Chamber of Commerce Board of Directors who resides or works in the City; (9) a member nominated by the Denton Hispanic Chamber of commerce who resides or works in the City. The City Manager, or his designee, the President of the Chamber, and the Superintendent of the Denton Independent
School District, will serve as ex-officio members of the Board.
The Board provides economic development policy guidance and makes recommendations to the City Council and Chamber of Commerce; reviews, considers and makes recommendations to the City Council regarding marketing and branding for the Denton Enterprise Airport; reviews,
considers and makes recommendations to the City Council regarding Denton Enterprise Airport
incentive policies as assigned by the City Council or requested by the City Manager; and acts as a recommending body to the City Council for specific airport economic development incentives as assigned by the City Council or requested by the City Manager and permitted by City and
State law.
Membership: Per City ordinance, two members of the Board shall be City Council Members.
DOWNTOWN DENTON TAX INCREMENT FINANCING (TIF) REINVESTMENT ZONE NO. 1 The Downtown Denton Tax Increment Financing (TIF) Reinvestment Zone No. 1 Board is composed of seven members: two City Council members, two are either property owners of property located within the Tax Increment Reinvestment Zone or residents whose primary
residence is located within the Tax Increment Reinvestment Zone, two are either business owners of businesses located within the Tax Increment Reinvestment Zone or members of the Denton Chamber of Commerce Board of Directors, and one a qualified voter of the City of Denton.
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The Board makes recommendations to the City Council concerning the administration of the Zone; prepares and adopts a project plan and Tax Increment Financing Reinvestment Zone financing plan for the Zone and submits the plans to the City Council for approval; prepares,
implements and monitors such project and financing plans for the Tax Increment Financing Reinvestment Zone as the City Council considers advisable including the submission of an annual report on the status of the Zone. Membership: Per City ordinance, two members shall be City Council Members.
TAX INCREMENT REINVESTMENT ZONE NO. 2 (WESTPARK TIRZ NO. 2) The Tax Increment Reinvestment Zone Number Two Board consists of fourteen members: twelve members of the Economic Development Partnership Board, one member appointed by the
governing body of Denton County, and one member appointed by the “developer”, Rayzor Investments, LLP. The Board makes recommendations to the City Council concerning the administration of the
Zone; prepare and adopt a project plan and Tax Increment Reinvestment Zone financing plan for
the Zone and submit the plans to the City Council for approval; prepare, implement and monitor such project plan and financing plan for the Zone as the Council considers advisable, including the submission of an annual report on the status of the Zone.
Membership: Per City ordinance, board membership consists of members of the EDP Board, of
which two members shall be City Council Members.
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