Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2016-11-08 Agenda with Backup
-r." DENTON City of Denton Meeting Agenda City Council City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Tuesday, November 8, 2016 12:00 PM Work Session Room & Council Chambers After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, November 8, 2016 at 12:00 noon in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on Consent Agenda Items only. Each speaker will be given a total of three (3) minutes to address any items he/she wishes that are listed on the Consent Agenda. A Request to Speak Card should be completed and returned to the City Secretary before Council considers this item. 2. Requests for clarification of agenda items listed on the agenda for November 8, 2016. 3. Work Session Reports A. ID 16-1407 Receive a report, hold a discussion, and give staff direction regarding single room occupancy developments. Attachments: Exhibit 1- Collegiate Housing Developments in Denton Exhibit 2- Collegiate Housing Development Locations B. ID 16-1438 Receive a report, hold a discussion, and give staff direction regarding the procurement of substation construction services. Attachments: Exhibit 1 Evaluation Summary Exhibit 2 Unit Prices and Estimated Contract Amount Exhibit 3 CIP Substation Projects Map C. ID 16-1446 Receive a report and hold a discussion regarding the City of Denton Code of Ordinances, Section 2-63 relating to board and commission members. Attachments: BOARDS AND COMMISSIONS Sec. 2-63.pdf D. ID 16-1467 Receive a report, hold a discussion, and give staff direction regarding the development of the City's website. Attachments: Exhibit 1 - Site Map Exhibit 2 - Creative Brief Exhibit 3 - Presentation E. ID 16-1468 Receive a report, hold a discussion, and give staff direction regarding an online message board for use by the City Council in accordance with the Texas Open Meetings Act. Page I Printed on 71212021 1 City Council Meeting Agenda Attachments: Exhibit 1 - Sec. 551.006 of the Texas Government Code Exhibit 2 - Presentation November 8, 2016 Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items 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: A. ID 16-985 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086. Receive a presentation from Denton Municipal Electric staff ("DME") regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, in order to meet its future energy needs. Take final action on a purchased power agreement with Santa Rita Wind Energy, LLC. B. ID 16-1266 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086. Receive a presentation from Denton Municipal Electric staff ("DME") regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, including a power purchase agreement with Las Majadas Wind Farm, LLC, in order to meet its future energy needs. Take final action on a purchased power agreement with Las Majadas Wind Farm, LLC. C. ID 16-1351 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 and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests located from North Lakes Substation of Denton Municipal Electric and proceeding east along Riney Rd, then turning north along Nicosia St., then east along W. Hercules Lane and terminating at the Denton North Substation of Denton Municipal Electric, in the City of Denton, Denton County, Texas; where discussion had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would Page 2 Printed on 71212021 City Council Meeting Agenda November 8, 2016 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. [North Lakes to Denton North TM Line] D. ID 16-1411 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 and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests located from North Lakes Substation of Denton Municipal Electric and proceeding east along Riney Rd, then turning north along Nicosia St., then east along W. Hercules Lane and terminating at the Denton North Substation of Denton Municipal Electric, in the City of Denton, Denton County, Texas; discussion had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. [North Lakes to Denton North TM Line] E. ID 16-1413 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 and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests to a 2.168 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330, in the City of Denton, Denton County, Texas; discussion had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. [Spencer to Pockrus TM Line] F. ID 16-1414 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 and discuss, deliberate, and provide staff with direction Page 3 Printed on 71212021 3 City Council Meeting Agenda November 8, 2016 regarding the potential acquisition of real property interests located in Lot 1, Block 2 of the Municipal Utility Addition as shown by the plat thereof recorded in Cabinet G Page 346 of the P.R.D.C.T., in the City of Denton, Denton County, Texas; where discussion had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. [Brinker Substation] G. ID 16-1430 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City's Attorneys on the status, strategy, and potential resolution of litigation styled, Esker v. City of Denton, Cause No. 14-000942-158, currently pending in the 158th District Court of Denton County, Texas. H. ID 16-1433 Consultation with Attorneys - Under Texas Government Code, Section 551.071. Consultation, discussion, deliberation and receipt of information from the City's attorneys involving legal matters regarding housing use classifications in the Denton Development Code, and to provide the City's attorneys with direction, where a public discussion of these legal matters would clearly 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. I. ID 16-1456 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 acquisition of real property interests and being situated in the J.C. Baker Survey, Abstract No. 47, the A.E. Cannon Survey, Abstract No. 232, the J. Fisher Survey, Abstract No. 421, the S. Hembrie Survey, Abstract No. 643, the B. Merchant Survey, Abstract No. 800, the C. Poullalier Survey, Abstract No. 1006, the E. Pickett Survey, Abstract No. 1018, the S.A. Venters Survey, Abstract No. 1315, and the W.E. Penley Survey, Abstract No. 1729, City and County of Denton, Texas, and generally located along FM Highway 2181 (Teasley Lane) the limits of which being bounded to the north by Lillian Miller Parkway and to the south by the drive entrance to Hickory Creek Mobile Home Park. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition or condemnation of the real property interests 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 jeopardize the City's legal position in any administrative proceeding or potential Page 4 Printed on 71212021 4 City Council Meeting Agenda November 8, 2016 litigation. (FM Highway 2181 Utility Relocations project) 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 ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §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 TEX. GOV'T. CODE, §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 §551.071-551.086 OF THE TEXAS OPEN MEETINGS ACT. Special Called Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag "Honor the Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and indivisible." 2. CONSENT AGENDA Each of these items is recommended by the 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 — P). 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, Consent Agenda Items A — P below 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. A. ID 16-1363 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for electric substation construction services; providing for the expenditure of funds therefor; and providing an effective date (RFP 6085-awarded to Can-Fer Utility Services, LLC in the three (3) year not -to -exceed amount of amount of $17,620,000). Attachments: Exhibit 1-Evaluation and Ranking Sheet Exhibit 2-Ordinance Exhibit 3-Contract B. ID 16-1364 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving three (3) year software maintenance for continued vendor support of the Milsoft Interactive Voice Response System and associated software Page 5 Printed on 71212021 City Council Meeting Agenda November 8, 2016 modules along with new hardware and software upgrades, which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 3881 awarded to Milsoft Utility Solutions in the three (3) year not -to -exceed amount of $176,500). Attachments: Exhibit 1-Quotes Exhibit 2-Vendor Sole Source Letter Exhibit 3-Staff Memo Exhibit 4-Ordinance C. ID 16-1365 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract for the acquisition of one (1) East "live -bottom" trailer for the City of Denton Solid Waste Department which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from requirements of competitive bidding; and providing an effective date (File 6265-awarded to East Manufacturing Corporation in the amount of $68,200). Attachments: Exhibit 1-Quote Exhibit 2-Staff Memo Exhibit 3-Ordinance D. ID 16-1367 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving a Supervisory Control and Data Acquisition System Upgrade, which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 4074 awarded to Open Systems International in the not -to -exceed amount of $527,365. Attachments: Exhibit 1-Quote Exhibit 2-Vendor Sole Source Letter Exhibit 3-Staff Memo Exhibit 4-Ordinance E. ID 16-1368 Consider adoption of an Ordinance accepting competitive proposals and awarding a contract for the purchase of a Caterpillar Model 826K refuse compactor for the City of Denton Landfill; providing for the expenditure of funds therefor; and providing an effective date (RFP 5825-awarded to Holt CAT in the amount of $894,714). Attachments: Exhibit 1-Quote Exhibit 2-Prior Approval Exhibit 3-Ordinance F. ID 16-1388 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Buy Board Cooperative Purchasing Network for the acquisition of one (1) Caterpillar 430F2 Backhoe for the City of Denton Water Distribution Department; and providing an effective date (File 6270-awarded to Page 6 Printed on 71212021 6 City Council Meeting Agenda Holt CAT in the amount of $123,972.77). Attachments: Exhibit 1-Quote Comparison Exhibit 2-Ordinance G. ID 16-1401 Attachments: H. ID 16-1403 I. J Attachments: ID 16-1416 Attachments: ID 16-1400 Attachments: K. ID 16-1434 November 8, 2016 Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the construction of the Denton WaterWorks Wave Pool and Concession to be located at 2400 Long Road, Denton Texas; providing for the expenditure of funds therefor; and providing an effective date (RFP 6221-awarded to Schmoldt Construction, Inc. in the not -to -exceed amount of $2,630,310.70). Exhibit 1-Evaluation and Ranking Sheet Exhibit 2-Ordinance Exhibit 3-Contract Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of an EMC Vplex system as awarded by the State of Texas Department of Information Resources (DIR) through the Go DIRect Program, Contract Number (DIR-TSO-2634/DIR-TSO-2542); providing for the expenditure of funds therefor; and providing an effective date (File 6271-awarded to Presidio Networked Solutions Group, LLC in the three (3) year not -to -exceed amount of $152,209.11). Exhibit 1-Quote Exhibit 2-Ordinance Consider adoption of an Ordinance authorizing the City Manager to execute a Interlocal Agreement with the University of North Texas under section 791.001 of the State of Texas Government Code, and to authorize the City of Denton to participate in a project to develop a digital roadmap to set a strategic vision in technology infrastructure investments, sustainability, education, and use of digital media for service delivery and citizen engagement, among other technology goals; authorizing the expenditure of funds therefor; and declaring an effective date (File 6238-Interlocal Agreement with the University of North Texas in the amount of $20,000). Exhibit 1-Ordinance Exhibit 2-Interlocal Agreement Consider adoption of an ordinance of the City of Denton, Texas providing for authorization of a building lease ("lease") and a first amendment to the building lease ("first amendment") by and between Epic Development, Inc. and the City of Denton, Texas allowing the City of Denton to use and occupy the premises as administrative office space, temporary housing, and sleeping quarters for fire personnel; authorizing the expenditure of funds therefor and providing an effective date. Exhibit 1 Ordinance Consider approval of a resolution approving the 2015 Tax Increment Reinvestment Zone Number Two (Westpark TIRZ) Annual Report; and declaring an effective date. Page 7 Printed on 71212021 City Council Meeting Agenda November 8, 2016 Attachments: TIRZ 2 2015 Annual Report Complete TIRZ 2015 Annual Report Resolution L. ID 16-1435 Consider adoption of an ordinance amending Ordinance No. 2012-366, as amended by Ordinances 2014-039 and Ordinance 2015-370, relating to Tax Increment Reinvestment Zone (TIRZ) Number Two, to add to the membership of the Board of Directors; repealing all conflicting ordinances and portions thereof, and providing an effective date. Attachments: TIRZ 2 Ordinance Membership Amend M. ID 16-1439 Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute a real estate sales contract between the City of Denton, Texas ("City"), as purchaser, and Terrano Realty, Inc., Medanjo Partners, Ltd., and NW Realty, Inc., (Collectively "Owner"), as seller, to acquire fee title to a 38.889 acre tract and easement interests in a 0.040 acre tract of land, a 0.800 acre tract of land, a 0.046 acre tract of land, a 0.642 acre tract of land, a 0.919 acre tract of land, and a 4.636 acre tract of land, all situated in the Mary Austin Survey, Abstract No. 4, located in the City of Denton, Denton County, Texas, and located generally south of Shady Oaks Drive and West of Loop 288 (Collectively the "Property Interests") for the purchase price of six million two hundred fifty thousand dollars and no cents ($6,250,000.00), and other consideration, as prescribed in the real estate sales contract; authorizing the expenditure of funds, and providing an effective date. [Brinker Substation and TM Line] Attachments: Brinker Substation Map Brinker Substation Easements Ordinance N. ID 16-1440 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Community Market; authorizing the expenditure of funds; and providing for an effective date ($9,150 per year, for a four (4) year not -to -exceed amount of $36,600). Attachments: Exhibit 1 - Ordinance Exhibit 2 - Agreement O. ID 16-1452 Consider approval of the minutes of August 16 and 23, 2016 and September 13, 2016. Attachments: Exhibit 1 - Minutes 8-16-16 Exhibit 2 - Minutes 8-23-16 Exhibit 3 - Minutes 9-13-16 P. ID 16-1453 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving an additional cost for the Rental of Vans for the City of Denton Parks and Recreation Department Summer Camp and Summer Food Programs which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 6167-awarded to Capps Van and Truck Rental in the additional amount of $17,703.96 for a total not -to -exceed amount of $66,653.96). Page g Printed on 71212021 8 City Council Meeting Agenda November 8, 2016 Attachments: Exhibit 1-Quote Exhibit 2-Invoice Summary Exhibit 3-Ordinance 3. ITEMS FOR INDIVIDUAL CONSIDERATION — CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS A. ID 16-1271 Consider adoption of an ordinance of the City of Denton finding that a public use and necessity exists to acquire easement interests to a 1.253 acre tract of land situated in the J.S Collard Survey, Abstract No. 297, City of Denton, Denton County, Texas, and of the Real Property Records of Denton County, Texas ("Property Interests"), for the public use of, expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures; authorizing the City Manager, acting City Manager, or his designee, to make initial and final offers to execute an easment, between the City of Denton, Texas ("City"), as grantee, and Pensco Trust Company Custodian FBO Randall D. Smith Roth IRA, Bonnie Brae Malone County, Inc., Trustee of the COTI Property Trust, and Edward F. Wolski (Collectively "Owner"), as grantor, to acquire Property Interests for the total purchase price of $166,859.00, and other consideration; authorizing the filing of eminent domain proceedings to acquire the Property Interests if the final offer is not accepted; authorizing the expenditure of funds; and providing an effective date. [North Lakes to Denton North TM Line] Attachments: Transmission Line Map.pdf Easement Map.pdf Ordinance.pdf Proposed Electric Utility Easement - Wolski [North Lakes to Denton North TM Li B. ID 16-1410 Consider adoption of an ordinance of the City of Denton finding that a public use and necessity exists to acquire fee interest 1.851 acre tract of land and easement interests to a 0.851 acre tract of land and a 0.086 tract of land situated in the B.B.B.&C. R.R. Survey, Abstract No. 186, City of Denton, Denton County, Texas, and of the Real Property Records of Denton County, Texas ("Property Interests"), for the public use of, expansion, construction, maintenance, and operation of an electric transmission lines, ancillary facilities and structures, including drainage and access; authorizing the City Manager, acting City Manager, or his designee, to make initial and final offers to execute an easement, between the City of Denton, Texas ("City"), as grantee, and J.F.S. 1992 Irrevocable Trust ("Owner"), as grantor, to acquire the Property Interests for the total purchase price of $81,230.00, and other consideration; authorizing the filing of eminent domain proceedings to acquire the Property Interests if the final offer is not accepted; authorizing the expenditure of funds; and providing an effective date. [North Lakes to Denton North TM Line] Page 9 Printed on 71212021 9 City Council Meeting Agenda November 8, 2016 Attachments: Transmission Line Map.pdf Fee and Easement Maps.0 Ordinance.pdf Proposed ROW Deed - McKamv [North Lakes to Denton North TM Line] Proposed Electric Utility Easement - McKamy rNorth Lakes to Denton North TM Proposed Utility and Drainage Easement - McKamy [North Lakes to Denton Nor C. ID 16-1412 Consider adoption an ordinance of the City of Denton finding that a public use and necessity exists to acquire easement interests to a 2.168 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330, City of Denton, Denton County, Texas, and of the Real Property Records of Denton County, Texas ("Property Interests"), for the public use of, expansion, construction, maintenance, and operation of an electric transmission lines, ancillary facilities and structures; authorizing the City Manager, acting City Manager, or his designee, to make initial and final offers to execute an easement, between the City of Denton, Texas ("City"), as grantee, and Timber Links Apartments, LLC ("Owner"), as grantor, to acquire the Property Interests for the total purchase price of $93,060.00, and other consideration; authorizing the filing of eminent domain proceedings to acquire the Property Interests if the final offer is not accepted; authorizing the expenditure of funds; and providing an effective date. [Spencer to Pockrus TM Line] Attachments: Transmission Line Map.0 Easement Map.pdf Ordinance.pdf Proposed Electric Utility Easement - Timber Links [Spencer to Pockrus TM Line D. ID 16-1450 Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of various permanent easements and temporary construction easements generally located along FM Highway 2181 (Teasley Lane), the limits of which being bounded to the north by Lillian Miller Parkway and to the south by the Redbud Drive entrance to Hickory Creek Mobile Home Park and being situated in the J. C. Baker Survey, Abstract No. 47, the A. E. Cannon Survey, Abstract No. 232, the J. Fisher Survey, Abstract No. 421, the S. Hembrie Survey, Abstract No. 643, the B. Merchant Survey, Abstract No. 800, the C. Poullalier Survey, Abstract No. 1006, the E. Pickett Survey, Abstract No. 1018, the S.A. Venters Survey, Abstract No. 1315, and the W.E. Penley Survey, Abstract No. 1729, City and County of Denton, Texas, and with the use, purpose and legal descriptions of each easement being more particularly described in the attached Exhibit "A" (the "Property Interests") to the ordinance; authorizing the City Manager and City Attorney, or their respective designees, to acquire the property interests by agreement including making all offers required by law; authorizing the use of the power of eminent domain to condemn the property interests if an agreement cannot be reached; and authorizing the City Attorney, or her designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; makings findings; providing a savings clause; and providing an effective date. (FM Highway 2181 Utility Relocations project) Page 10 Printed on 71212021 10 City Council Meeting Agenda Attachments: Exhibit 1- Location Map Exhibit 2- Site Maps Exhibit 3- Recommended Motion Exhibit 4- Ordinance 4. ITEMS FOR INDIVIDUAL CONSIDERATION November 8, 2016 A. ID 16-1437 Consider appointments to the Tax Increment Reinvestment Zone (TIRZ) Number Two Board of Directors. B. ID 16-1457 Consider appointing a Nominating Committee to recommend an appointee to fill an unexpired term on the Economic Development Partnership Board. Attachments: current EDP Board ordinance 2016-249 C. ID 16-1469 Consider appointments to a Charter Review Committee. 5. PUBLIC HEARINGS A. Z16-0019a Hold a public hearing and consider a request to rezone approximately 2.33 acres from a Neighborhood Residential 3 (NR-3) District to a Neighborhood Residential Mixed Use 12 (NRMU-12) District with a Mixed Use Residential Protection Overlay. The subject property is generally located on the northeast corner of East Sherman Drive and Kings Row. The Planning and Zoning Commission recommends approval of the request (7-0). Attachments: Exhibit 1- Staff Analysis Exhibit 2- Aerial Map Exhibit 3- Zoning Map Exhibit 4- Future Land Use Map Exhibit 5- NR-3 Permitted Uses Exhibit 6- NRMU-12 Permitted Uses Exhibit 7- Applicant Narrative Exhibit 8- Notification Map & Responses Exhibit 9- P&Z Minutes Exhibit 10-Draft Ordinance B. AESA16-000 Hold a public hearing and consider a request for an Alternative Environmentally Sensitive 2a Area Plan for the Ryan Meadows Addition, Phase 2. The approximately 37.35 acre subject property is generally located on the south side of Ryan Road, approximately 2,000 feet east of Country Club Road. The Planning and Zoning Commission recommends approval with conditions (6-0). Page 11 Printed on 71212021 11 City Council Meeting Agenda November 8, 2016 Attachments: Exhibit 1- Staff Analysis Exhibit 2- Location Map Exhibit 3- Mobility Plan & ESA Map - Regional Scale Exhibit 4- Mobliity Plan & ESA Map - Subject Property Exhibit 5- Alternative ESA Plan Exhibit 6- Ryan Meadows Phasing Plan Exhibit 7- Applicant Narrative Exhibit 8- Notification Map Exhibit 9- P&Z Minutes Exhibit 10- Draft Ordinance 6. 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. CERTIFICATE I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of , 2016 at o'clock (a.m.) (p.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM AND COUNCIL CHAMBERS ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE 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 349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY-TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. Page 12 Printed on 71212021 K City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1407, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ACM: Jon Fortune DATE: November 8, 2016 SUBJECT Receive a report, hold a discussion, and give staff direction regarding single room occupancy developments. BACKGROUND As Denton universities' student enrollment continues to grow, so does the need to provide housing for students. To address this need, developers continue to propose and construct collegiate housing, also referred to as single room occupancy (SROs) developments, in the City. There are currently two proposed collegiate housing developments under consideration, one is located along Hickory Street between Fry Street and Avenue A and another is located at the southeast corner of Scripture Street and Normal Street. Both proposed developments comprise of units rented out by the bedroom. The number of bedrooms and the scale of such developments has raised concerns with citizens who live nearby as it relates to neighborhood compatibility, traffic and parking. Collegiate housing developments are multiple dwelling units designed for college students. These developments are leased to students by the bedroom and generally include amenities that provide special features to students. Features include: swimming pools, fitness studios, study lounges, and wireless internet throughout the development. Collegiate housing developments are categorized as multi -family dwelling units in the Denton Development Code (DDC) because the Code does not differentiate between the two uses. The proposed collegiate housing development located along Hickory Street between Fry Street and Avenue A is within the Fry Street Overlay District. The proposed collegiate housing development located at the southeast corner of Scripture Street and Normal Street is zoned as Downtown Residential 2 (DR-2) and Downtown Commercial General (DC-G) Districts. Collegiate housing developments are permitted in the Overlay District by right and are permitted in the DR-2 and DC-G zoning districts with a limitation. The City Council has requested that staff research SROs as they relate to multiple dwelling units in the city. Specifically, the compatibility and sustainability of this use in conjunction with the surrounding land use pattern. In addition to neighborhood compatibility, staff reviewed traffic and parking, as well as the long term use and maintenance of these collegiate housing developments. The Denton Plan 2030 provides guidance related to these concerns. Understanding the need for housing in the urban core, while maintaining the stability and livability of Denton's neighborhoods, the Downtown and university areas were designated on the future land use map as Downtown and Neighborhood/University Compatibility Areas. The areas adjacent to UNT and TWU were designated Neighborhood/University Compatibility Areas to create compatible form and land uses to serve both the established neighborhoods and the universities. To support this effort, the Denton Plan 2030 City of Denton Page 1 of 8 Printed on 7/2/2021 powered by LegistarTM 13 File #: ID 16-1407, Version: 1 provides development guidelines for the Neighborhood/University Compatibility Area future land use designation. CONSIDERATIONS: 1. The City's housing stock is currently approximately 49,000 dwelling units, of which approximately 58 percent is single-family and 42 percent is multi -family. 2. Per the Denton Plan 2030, maintaining the stock of quality, affordable housing and the livability of Denton's neighborhoods is a priority. • Goal HN-1: Develop and maintain a housing stock that meets the need of all residents with a diverse array of choices in type, cost, and location. • Policy 7.1 Promote development of higher density housing as part of mixed use development in Denton's urban core, including Downtown, the Downtown and Neighborhood/University Compatibility Areas, and in designated centers and corridors outside the urban core. • Action 7.14 Partner and collaborate with the universities to create Neighborhood/University Compatibility Area Small Area Plans around UNT and TWU, integrated with the Downtown Compatibility area Small Area Plan and the updated Downtown Implementation Plan. 3. The following are development criteria for the Neighborhood/University Compatibility Area future land use designation: a. The Neighborhood / University Compatibility Area should provide a gradual transition in scale, use, character, and intensity between the universities and surrounding neighborhoods. b. Typical uses include moderate density residential, neighborhood -serving retail, restaurants, commercial and office, that can serve both students and neighborhood residents and university students. c. Uses that may result in noise or traffic impacts on residential neighborhoods should be located strategically to minimize conflicts. d. The university master plans and facilities departments should be consulted for any new development occurring in these areas. e. Development should encourage uses that are in close proximity to one another to encourage walking and bicycling. f. Development shall address the public realm and contribute to a vibrant environment for pedestrians and bicycles. g. Development should preserve historic structures and features wherever possible. City of Denton Page 2 of 8 Printed on 7/2/2021 powered by LegistarTM 14 File #: ID 16-1407, Version: 1 It. Places of worship, schools, and parks and open space are allowed by right. i. Proposals should trigger coordination between the university entity, City of Denton, and affected community residents in order to ensure that future development is sensitive to the goals of the community, the university, and the overarching goals of Denton Plan 2030. j. The character of this area should be maintained by ensuring that new development is sensitive to the surrounding built and natural context in scale and form as described above. k. Development shall adequately address parking needs and mitigate the impact to adjacent neighborhoods. The two proposed collegiate housing developments are located within the Neighborhood/University Compatibility Area future land use designation. As we continue our efforts in developing a Small Area Plan and subsequent Overlay District(s) in the area and further our discussion on how to address collegiate housing developments in the area we must make sure that we are consistent with the development criteria outlined above. 4. The DDC does not have a definition for collegiate housing. Therefore, collegiate housing developments fall under the definition of multi -family use. The DDC defines Multi family as: a structure that contains three (3) or more dwellings and any ancillary uses. 5. Multi -family is a permitted use in in the following Zoning Districts with an SUP and/or Limitations: • Rural Commercial (RC) with a Specific Use Permit (SUP) • Neighborhood Residential Mixed Use 12 (NRMU-12) with a limitation L(4) • Neighborhood Residential Mixed Use (NRMU) with a SUP and limitation L(4) • Downtown Residential 2 (DR-2) with a limitation L(5) • Downtown Commercial Neighborhood (DC-N) with a limitation L(5) • Downtown Commercial General (DC-G) with a limitation L(5) • Community Mixed Use General (CM-G) with a limitation L(4) and L(6) • Community Mixed Use Employment (CM-E) with a limitation L(4) and L(6) • Regional Center Residential 1 (RCR-1) with a limitation L(4) • Regional Center Residential 2 (RCR-2) with a limitation L(4) • Regional Center Commercial Neighborhood (RCC-N) with a limitation L(4) and L(6) • Regional Center Commercial Downtown (RCC-D) with a limitation L(4) and L(6) L(4) = Multi -family is permitted only: 1. With a Specific Use Permit; or 2. As part of a Mixed -Use Development; or 3. As part of a Master Plan Development, Existing; or 4. If the development received zoning approval allowing multi -family use within one year prior to the effective date of Ordinance No. _2005-224; or 5. If allowed by a City Council approved neighborhood (small area) plan. City of Denton Page 3 of 8 Printed on 7/2/2021 powered by LegistarTM 15 File #: ID 16-1407, Version: 1 L(5) = Within this district the density of apartments will be calculated as one bedroom equating to .5 units. L(6) = Permitted only on 2nd story and above, when an office, retail, or other permitted commercial use is on the ground floor along any avenue, collector, or arterial street, otherwise office or retail uses are not required. 6. To determine how many collegiate housing developments there are in the city, the Planning Division conducted research online. The following websites were used to search available collegiate housing developments in the city: • apartments.com; • collegeapartmentsource.com; • offcampushousing.unt.edu; • americancampus.com; • collegestudentapartments.com; and • studenthousingbusiness.com. After narrowing the search to only developments that lease to students by the bedroom, it was determined that there are 26 collegiate housing developments in Denton. Of the 26 developments, approximately 9,384 bedrooms are being leased to individual students by the bedroom. Information and a map of collegiate housing developments in Denton have been provided for reference in Exhibit 1 and 2. 7. To determine how other well established college cities in Texas categorize collegiate housing, the Planning Division contacted the following cities: • Austin • College Station • Fort Worth • Lubbock • San Marcos • Waco Each city was asked how they categorized collegiate housing. Of the six cities contacted, only the City of San Marcos had a different category for collegiate housing. All the other cities categorized collegiate housing as a multi -family use. 8. The following cities define multi -family residential as: • Austin - Multi -family Residential Use is the use of a site for three or more dwelling units, within one or more buildings, and includes condominium residential use. • College Station - Multi -Family Dwelling: A residential structure providing complete, independent living facilities for three (3) or more families or households living independently of each other and including permanent provisions for living, sleeping, cooking, eating, and sanitation City of Denton Page 4 of 8 Printed on 7/2/2021 powered by LegistarTM 16 File #: ID 16-1407, Version: 1 in each unit. Condominiums are included in this definition. • Fort Worth - Apartment: A room or a suite of rooms within an apartment house arranged, intended or designed for a place of residence of one family or group of individuals living together as a single housekeeping unit. • Lubbock - Dwelling, multi -family: A building or portion thereof arranged, designed or occupied as a residence by three (3) or more individuals and/or families having separate quarters and living independently of each other in separate units. • San Marcos - Apartment or multifamily dwelling: means a collection of family residences grouped together in one building, each family residence being a section of the building. • Waco - Dwelling, multifamily: shall mean a building that contains three or more dwelling units. 9. The City of San Marcos in the summer of 2016 adopted an ordinance that created a new land use "purpose-built student housing" to their Land Development Code, which is separate from the multifamily use. This new land use is conditional in multi -family zoning districts, and requires approval by City Council. The City of San Marcos defines Purpose Built Student Housing as: one or more buildings, each containing two or more living units that are designed, marketed, or used for the primary purpose of housing college students. 10. Should the City Council deem it necessary to separate the use, collegiate housing as a single use or part of a mixed use development shall be permitted in the following three (3) zoning districts with an SUP and with development standards/limitations: DR-2 DC-N DC-G The proposed districts are primarily located around the two universities and in the City's urban core. Allowing collegiate housing in the Neighborhood Residential Mixed Use, Commercial Mixed Use or Regional Center zoning districts would locate the use further away from campus and would be incompatible with surrounding land use patterns. Specific development standards/limitations in association with a Specific Use Permit could be considered for collegiate housing developments. Such development standards/limitations could include: • Parking - One (1) space for each collegiate housing bedroom, plus one space for each employee on site. • Building Materials - materials shall be compatible with the surrounding area and be sustainable. Enhanced architectural and masonry requirements for collegiate housing developments will be developed. • Landscape and Hardscape - ensuring that there is adequate landscape areas and open space for private use and for the public to use, enhance landscape and hardscape shall be required. • Building Form and Scale - facades that have or will have a major pedestrian presence shall be designed with commercial land uses on the ground floor to enhance the pedestrian activity. In City of Denton Page 5 of 8 Printed on 7/2/2021 powered by LegistarTM 17 File #: ID 16-1407, Version: 1 addition, the fronts of buildings shall be scaled appropriately and include wide sidewalks and streetscape amenities. • Building Height - buildings proposed abutting a single family residential use or zoning district shall conform to the requirements of a residential proximity slope. • Density - Each collegiate housing unit is counted as one-half of a dwelling unit for purposes of calculating density. • Maximum Person per Bedroom - Each collegiate housing bedroom shall be designed to accommodate a maximum of one (1) person. • Minimum Floor Area - Each collegiate housing shared habitable space shall not be less than 120 square feet and each bedroom shall not be less than 70 square feet. • Minimum Lease Days - Each collegiate housing bedroom shall be leased a minimum of 30 days. • Management - A manager/leasing office is required on site and a management company is required. • ADA Requirements - Each collegiate housing development must meet all ADA requirements as determined by the Building Official. • Access - Each collegiate housing unit shall be independently accessible from a single main entry, excluding emergency exits. Each collegiate housing unit must have access to a common bathroom having a toilet, sink, bathtub, shower or bathtub/shower combination. Each collegiate housing unit must have access to a common kitchen that includes a sink, refrigerator and stove, range top or oven. • Lighting - Each collegiate housing development must provide adequate exterior security lighting. • Code Requirements - Each collegiate housing development shall comply with all requirements of the Denton Code of Ordinances and the Denton Development Code and other law as applicable. • Conversion - An existing structure may be converted to collegiate housing development, consistent with the provisions of this subchapter. Any conversion must bring the entire structure up to current building code standards, including accessibility and adaptability standards, unless otherwise exempted by the Building Official. • Specific Use Permit - In approving or denying an application for SUP for a collegiate housing development, the City may consider, in addition to this criteria, the criteria in Sec. 35.6.4 of the Denton Development Code and may impose conditions to mitigate any potential adverse impact on surrounding uses. • Mixed Use Development - Collegiate housing as part of a mixed use development shall comply with the same requirements of a single use collegiate housing development. In addition, all other uses shall comply with all development requirements of the Denton Development Code. 11. City Council adopted Ordinance 2012-155, which revised the language of maximum persons occupying a dwelling unit in the DDC. Per section 35.12.6 of the DDC: City of Denton Page 6 of 8 Printed on 7/2/2021 powered by LegistarTM 18 File #: ID 16-1407, Version: 1 No single dwelling unit shall have more than four (4) unrelated person residing therein, nor shall any `family" have, additionally, more than four (4) unrelated persons residing with such family. Hotels, Motels, Bed and Breakfast establishments, Boarding Houses, Fraternity or Sorority Houses, and Dormitories are excepted from this requirement. Additionally, any organization or institutional group that receives federal or state funding for the care of individuals is excepted from this requirement. 12. The maximum persons occupying a dwelling unit requirement applies to single-family dwelling units and multi -family dwelling units. This maximum persons requirement also applies to collegiate housing because collegiate housing developments are comprised with dwelling units. 13. In September of this year, the White House published a Housing Development Toolkit to address local barriers to housing development. The document outlines the barriers to housing development and provides examples of the benefits to modernizing housing regulations. This Toolkit contains ten (10) actions that local jurisdictions can take to promote healthy, responsive, affordable, and high -opportunity housing markets. The list is not an exhaustive list, but provides starting points. After reviewing the actions, they primarily focus on addressing underutilized land, permitting higher density, and providing affordable housing in the urban core of cities. 14. Single room occupancies (SROs) also occur in single-family dwelling units. However, this discussion as it relates to SROs and single-family dwelling units requires a separate analysis and assessment. Should the City Council direct staff to research this item, staff will prepare an analysis and associated recommendations. RECOMMENDATIONS: Staff recommends adding the following definition for Dwelling, Collegiate Housing in Subchapter 35.23 of the DDC: Dwelling, Collegiate Housing: A structure that contains three or more dwellings where each dwelling unit is rented separately by the bedroom to one or more individuals who share a common living area, kitchen, or bathroom outside the bedroom with other occupants of the same apartment unit and any ancillary uses. A Collegiate Housing Dwelling does not include a bed and breakfast, boarding house, dormitory, fraternity, or sorori , as they are considered each as one dwelling unit. Staff recommends amending the following definition for Dwelling, Multi -Family in Subchapter 35.23 of the DDC: Dwelling, Multi -Family: A structure that contains three (3) or more dwellings and any ancillary uses. A Multi -Family Dwelling does not include Collegiate Housing Dwelling_ Staff recommends amending the following definition for Dwelling/Dwelling Unit in Subchapter 35.23 of the DDC: Dwelling/Dwelling Unit: A structure or portion thereof that provides living, sleeping, eating, cooking, and sanitation accommodations. For the purposes of a Collegiate Housing Dwelling, "Dwelling" shall include a shared living sleeping eating, cooking, and sanitation accommodation. Staff recommends adding Collegiate Housing as a land use in Subchapter 35.5 in the following zoning districts with a Specific Use Permit and with limitations: City of Denton Page 7 of 8 Printed on 7/2/2021 powered by LegistarTM 19 File #: ID 16-1407, Version: 1 DR-2 with a SUP and with limitations DC-N with a SUP and with limitations DC-G with a SUP and with limitations STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.1 Develop targeted policies and incentives to achieve desired economic growth EXHIBITS 1. Collegiate Housing Developments in Denton 2. Collegiate Housing Development Locations Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Ron Menguita, AICP Long Range Planning Administrator Planning Division City of Denton Page 8 of 8 Printed on 7/2/2021 powered by LegistarT°" 20 Name Units Beds Management Company Address 14 Fifty -One 123 478 Tonti Properties 1451 Centre Plaza Drive, Denton, Texas 76205 1 2 33 Degrees North 427 Greystar Student Living 919 Eagle Drive, Denton, Texas 76201 3 Across the Street 53 70 Grand Campus Living 1701 West Oak Street, Denton, Texas 766201 4 Arbors of Denton 191 367 Atlantic Housing 1103 Bernard Street, Denton, Texas 76201 5 Arch Denton 216 584 Asset Campus Housing 701 Fort Worth Drive, Denton, Texas 76201 6 CastleRock 5641 Peak Campus 1541 Meadow Street, Denton, Texas 76205 7 City Parc 136 418 American Campus Communities 1310 Scripture Street, Denton, Texas 76201 8 Crash Pads and The Hangar 56 72 Grand Campus Living 814 Bernard Street, Denton, Texas 76201 9 Eagle Creek 172 Grand Campus Living 603 Eagle Drive, Denton, Texas 76201 10 Gateway at Denton 228 696 Redstone Residential 1201 Cleveland Street, Denton, Texas 76201 11 Grad House 321 Place to Be Properties 2416-2430 West Prairie, Denton, Texas 12 Iconic Villiage 75 114 Grand Campus Living 2411 West Hickory, Denton, texas 76201 13 Lights 39 44 Grand Campus Living 1607 West Oak Street, Denton, Texas 76201 14 Metro 44 70 Grand Campus Living 627 Bernard Street, Denton, Texas 76201 15 Midtown Denton 120 432 Shore to Shore Properties 905 Cleveland Street, Denton, Texas 76201 16 Quarter Place 64 110 Grand Campus Living 1003 Eagle Drive, Denton, Texas 76201 17 Ridge at North Texas 288 876 Asset Campus Housing 2700 Colorado Boulevard, Denton, Texas 76210 18 Starlite 44 86 Grand Campus Living 425 Fulton Street, Denton, Texas 76201 19 The Forum 1040 Greystar Student Living 201 Inman Street, Denton, Texas 76201 20 The Republic 125 492 Scion 500 Inman Street, Denton, Texas 76205 21 U Centre 194 614 American Campus Communities 1221 West Oak Street, Denton, Texas 76201 22 University Courtyard 240 792 Horizon 200 South Bonnie Brae, Denton, Texas 76201 23 Uptown 180 528 American Campus Communities 2601 West Oak Street, Denton, Texas 76201 24 Vintage Pads 100 122 Grand Campus Living 2424 West Oak Street, Denton, Texas 76201 25 Vitae Residences 90 132 Huffman Group 1702 North Ruddell Street, Denton, Texas 76209 26 Zen 411 52 Grand Campus Living 910 Eagle Drive, Denton, Texas 76201 26471 9384 21 844-439-8490 940-323-8633 940-484-8300 940-320-2026 940-442-6300 855-305-2085 940-384-7272 940-382-8800 940-382-5331 940-323-9010 940-566-0033 940-382-8800 940-484-8300 940-484-8300 940-382-7500 940-382-8800 940-382-7118 940-484-8300 940-566-2146 940-600-1400 940-808-1808 940-226-4165 940-384-7600 940-382-8800 940-600-2673 940-382-8800 22 Collegiate Housing Site Location 428' 77 r 3 r i i° MM5 m"- ROW.. -1-1- -. 51; LL V '` 4 1-4 - 77 <Q � r. N 0 800 1.600 3,200 Collegiate Housing W F. Feet S University of North Texas Campus a4 �oF DENTON EL Texas Woman's University D Development Services •GIS Dale: 11/3I2018 The City of Denton has repared maps for departmental use. These are not official mapfs of the City of Denton and should not be used for le al, eng neering or surve ing purposes but rather for reference purposes. These maps are the p �� r of the Cit of Denton and Piave been made avai able to the public based on the Public In ormalion Act. Denton of, Denton makes every effort�o pro uce an publish t ie most current and accurate information possible. No warranties, expressed or impliedY are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1438, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Howard Martin Date: November 8, 2016 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the procurement of substation construction services. BACKGROUND Denton Municipal Electric (DME) has 6 substation projects, see exhibit 3, approved in its Capital Improvement Plan that have a construction window over the next 3 years. In planning for construction of multiple substations, DME has structured designs into standard units that can be used in most applications. Standardizing and unitizing the design also makes it possible to procure construction services for multiple stations in advance. This approach was successfully implemented over the previous 3 years under RFP #5142. RFP #6085 was similarly structured and will continue this standardized construction approach for the next 3 years. The RFP was advertised in accordance with Materials Management procedures. Eight proposals were received. Exhibit 1 summarizes the four top proposals. The unit prices from the top four proposals are listed in Exhibit 2 along with the quantities that were used for evaluation. Members of the RFP evaluation team were Sam Bridges, Brian Walding, Laura Cheek, Randall Allsup (engineering consultant), and Chris Lutrick. The proposals of Integrated Power Company of North Platte Nebraska and Can-Fer Construction of Grand Prairie, Texas, were determined to be financially competitive and were evaluated in depth. The evaluation team determined that the Can-Fer proposal was the best value for the City of Denton. Can-Fer submitted a best and final offer that represented the lowest cost option for the City. Can-Fer has successfully completed 11 substation projects for DME over the previous 3.5 years and currently has 2 substations under construction. DME has been able to secure the services of 2 full time crews who have constructed all 13 projects. This has resulted in a high level of efficiency and reduction in construction errors. The combined lowest cost and prior experience with DME projects makes the Can-Fer proposal the best value for the City of Denton. The proposed contract will not be exclusive, will not obligate DME to expend any minimum amount, and can be terminated at any time with notice. Purchase orders will be issued for each project based on the unit prices and the engineer's estimate of the work required. Consideration will be given to the contractor's proposed quantities for each job in determining the amount for the purchase order, but payment will be made based on the actual work performed. City of Denton Page 1 of 2 Printed on 7/2/2021 powered by LegistarTM 24 File #: ID 16-1438, Version: 1 OPTIONS 1. Approve contract 2. Do not approve and direct that other actions be taken. RECOMMENDATION DME recommends approval of an annually renewable agreement with Can-Fer Utility Services, LLC. ESTIMATED SCHEDULE OF PROJECT Work will be authorized based on project schedules. PRIOR ACTION/REVIEW (Council, Boards, Commissions) PUB recommended approval of the contract on November 7, 2016. FISCAL INFORMATION The costs for materials and services purchased under the proposed agreement will be funded out of amounts budgeted for specific projects. Much of the work proposed will be in the transmission category. These costs for transmission projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). RFP INFORMATION The RFP information is summarized in Exhibits 1, 2, and 3. EXHIBITS 1. Evaluation Summary for RFP #6085 2. Unit Prices & Estimated Contract Amount for RFP #6085 3. CIP Substation Projects Map Respectfully submitted: Phil Williams General Manager Denton Municipal Electric Prepared by: Chris Lutrick Engineer IV Denton Municipal Electric City of Denton Page 2 of 2 Printed on 7/2/2021 powered by LegistarT°" 25 Exhibit 1 Evaluation Summary RFP #6085 - Substation Construction Services Summary of Proposal Data (Top 4 Proposals) Total Evaluation Mobilization # of Projects Supplier Yard Location Cost Time (Days) (concurrently) Can-Fer Construction - BAFO Grand Prairie, TX. $17,618,458 14 3 Integrated Power Company North Platte, NE. $17,623,629 14 3 Chapman Construction McKinney, TX. $18,704,687 1 3 Great Southwestern Construction Castle Rock, CO. $20,304,520 14 3 Proposal Evaluation Indicators of Compliance with Supplier Performance Specs. Price Total Score (20 Points) (20 Points) (60 Points) (100 Points) Can-Fer Construction - BAFO 20.0 20.0 60.0 100.0 Integrated Power Company 20.0 17.0 60.0 97.0 Chapman Construction 20.0 18.0 56.5 94.5 Great Southwestern Construction 20.0 18.0 52.1 90.1 NEV Exhibit 2 Unit Prices & Estimated Contract Amount for RFP #6085 Substation Construction Services PUB - October 24, 2016 Proposer's Name: Can-Fer Utility Services, LLC- BAFO Integrated Power Company Chapman Construction Great Southwest Construction Principal Place of Business: Grand Prairie, TX North Platte, NE MclUnney, TX Castle Rock, CO Estimated Unit ID Type of Service UOM Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Quantity' 1 IMobilization (one per station project) LS 6 $ 8,927.06 $ 53,562.36 $ 51,655.00 $ 309,930 $ 4,511.26 $ 27,067.56 $ 18,085.97 $ 108,516 FOUNDATIONS (All Labor, Drilling, Forming, Excavation, Rebar, and Concrete; excludes Anchorbolts Foundation F1: H-frame Takeoff Structure Foundation - Labor and Materials (Note: 2 2 required per structure) EA 74 (DwR FOUNDATION - Fl, Standard: 6' Dia. x 19' $ 11,926.75 $ 882,579 $ 11,123.00 $ 823,102 $ 12,344.77 $ 913,512.98 $ 12,225.13 $ 904,660 3 Increase/Decrease Foundation Fl in depth by 1' increments LF 100 $ 576.52 $ 57,652 $ 550.00 $ 55,000 $ 640.24 $ 64,024.00 $ 642.73 $ 64,273 4 Foundation F2: Bus Support Foundation - Labor and Materials EA 1082 (DwgFOUNDATION - F2, Standard: Dia. 2'6"' x Depth 18' $ 2,266.84 $ 2,452,716 $ 1,798.00 $ 1,945,436 $ 2,350.35 $ 2,543,078.70 $ 2,514.90 $ 2,721,125 5 Increase/Decrease Foundation F2 in depth by 1' increments LF 4,500 $ 119.58 $ 538,092 $ 100.00 $ 450,000 $ 128.29 $ 577,305.00 $ 126.35 $ 568,572 Foundation F3: Transformer and Oil Containment Foundation including installation 6 of the oil containment area steel grating - Labor and Materials EA 16 (DwgFOUNDATION - F3 $ 92,548.99 $ 1,480,784 $ 89,608.00 $ 1,433,728 $ 112,148.11 $ 1,794,369.76 $ 111,333.29 $ 1,781,333 7 Foundation F4: 138kV SPS2 Gas Circuit Breaker Foundation - Labor and Materials EA 79 (Dwg FOUNDATION - F4) $ 7,455.84 $ 589,011 $ 5,553.00 $ 438,687 $ 12,071.16 $ 953,621.64 $ 5,568.16 $ 439,885 8 Foundation F5: Control Building Foundation - Labor and Materials EA 212 (DwgFOUNDATION - F5, Standard: Dia. 2'6"' x Depth 16' $ 2,133.83 $ 452,372 $ 1,629.00 $ 345,348 $ 2,345.31 $ 497,205.72 $ 2,244.63 $ 475,861 9 Increase/Decrease Foundation F5 in depth by 1'increments LF 1,067 $ 112.46 $ 119,991 $ 100.00 $ 106,700 $ 144.03 $ 153,680.01 $ 113.17 $ 120,747 10 Foundation F6: 65' Light Duty Static Mast Foundation - Labor and Materials EA 20 (DwgFOUNDATION - F6, Standard: Dia. 5' x Depth 18' $ 7,904.83 $ 158,097 $ 7,303.00 $ 146,060 $ 9,840.36 $ 196,807.20 $ 8,189.64 $ 163,793 11 Increase/Decrease Foundation F6 in depth by 1' increments LF 100 $ 408.13 $ 40,813 $ 381.00 $ 38,100 $ 538.89 $ 53,889.00 $ 454.86 $ 45,486 12 Foundation F6 HD: 65' Heavy Duty Static Mast Foundation - Labor and Materials EA 10 (Dwg FOUNDATION - F6 HD, Standard: Dia. 5' x Depth 18') $ 9,066.29 $ 90,663 $ 7,303.00 $ 73,030 $ 8,519.54 $ 85,195.40 $ 8,079.77 $ 80,798 13 Increase/Decrease Foundation F6 HD in depth by F increments LF 100 $ 468.35 $ 46,835 $ 381.00 $ 38,100 $ 466.49 $ 46,649.00 $ 449.36 $ 44,936 Foundation Building Stoops: Poured in place stoops for Control and Switchgear 14 buildings - Labor and Materials CY 660 (Dwg FOUNDATION 47, F8, F9, F12, F13, F20, Other configurations as needed) $ 759.23 $ 501,089 $ 807.00 $ 532,620 $ 1,071.46 $ 707,163.60 $ 992.12 $ 654,798 15 Foundation 10: Light standard foundation - Labor and Materials EA 32 (DwgFOUNDATION - F10, Standard Dia. 2'6" Dia. x Depth 10') $ 1,166.05 $ 37,314 $ 1,011.00 $ 32,352 $ 1,307.52 $ 41,840.64 $ 1,497.52 $ 47,920 16 Increase/Decrease Foundation F10 in depth by F increments LF 50 $ 113.31 $ 5,665 $ 100.00 $ 5,000 $ 128.48 $ 6,424.00 $ 149.42 $ 7,471 17 Foundation F11: Control Building Foundation - Labor and Materials EA 110 (DwgFOUNDATION - Fl 1, Standard: 2'6" Dia. x 16') $ 1,904.69 $ 209,516 $ 1,629.00 $ 179,190 $ 2,008.56 $ 220,941.60 $ 2,263.30 $ 248,963 18 Increase/Decrease Foundation FI I in depth by F increments LF 100 $ 113.78 $ 11,378 $ 100.00 $ 10,000 $ 123.55 $ 12,355.00 $ 140.63 $ 14,063 19 Foundation F 14: Multi -Bay Takeoff Structure Foundation - Labor and Materials EA 20 (DwgFOUNDATION - F14, Standard: T-6" Dia. x 24') $ 23,512.94 $ 470,259 $ 22,021.00 $ 440,420 $ 24,771.14 $ 495,422.80 $ 24,026.17 $ 480,523 20 Increase/Decrease Foundation F14in depth by ]'increments LF 100 $ 932.14 $ 93,214 $ 866.00 $ 86,600 $ 1,017.15 $ 101,715.00 $ 1,000.91 $ 100,091 21 Foundation F15: l5kV Breaker Switch Foundation - Labor and Materials EA 4 (Dw FOUNDATION -F15 $ 3,998.86 $ 15,995 $ 3,171.00 $ 12,684 $ 3,011.77 $ 12,047.08 $ 3,993.74 $ 15,975 22 Foundation F17: Wave Trap/SSVT Foundation EA 8 (Dw FOUNDATION - F17, Standard 3' Dia. x 16') $ 3,317.94 $ 26,544 $ 2,581.00 $ 2Q648 $ 3,435.14 $ 27,481.12 $ 3,227.95 $ 25,824 23 Increase/Decrease Foundation F17 in depth by F increments LF 32 $ 202.75 $ 6,488 $ 140.00 $ 4,480 $ 211.52 $ 6,768.64 $ 202.16 $ 6,469 Foundation F18 for S&C Outdoor 1200 amp, 15kV, outdoor switchgear - labor and 24 materials EA 8 (Dw FOUNDATION-F18 $ 5,635.12 $ 45,081 $ 3,538.00 $ 28,304 $ 6,517.73 $ 52,141.84 $ 5,867.01 $ 46,936 BELOW GRADE Ground grid installed in average types of soil, including soils with some rock content 25 and including all necessary tails and all Cadweld material (4/0 CU to be supplied by LF 136,045 Owner) $ 6.06 $ 823,798 $ 7.00 $ 952,315 $ 5.40 $ 734,643.00 S 8.41 $ 1,144,543 26 Rock trenching adder for installing ground grid in solid formations using non -rocky LF 26,000 backfill material. $ 1.49 $ 38,684 $ 10.00 $ 260,000 $ 1.61 $ 41,860.00 $ 6.20 $ 161,232 IV 4 Unit Prices & Estimated Contract Amount for RFP #6085 E L Substation Construction Services PUB - October 24, 2016 Proposer's Name: Can-Fer Utility Services, LLC- BAFO Integrated Power Company Chapman Construction Great Southwest Construction Principal Place of Business: Grand Prairie, TX North Platte, NE MclUnney, TX Castle Rock, CO 27 Ground rod installed in average types of soil, including soils with some rock content, EA 968 and including all necessary Cadweld material (rods to be supplied by Owner) $ 119.67 $ 115,844 $ 139.00 $ 134,552 $ 102.96 $ 99,665.28 $ 94.04 $ 91,030 28 Ground grid Swage compression fitting installation EA 1,000 $ 26.04 $ 26,037 $ 17.00 $ 17,000 $ 37.59 $ 37,590.00 $ 23.06 $ 23,062 29 Ground rod installed in rock including all necessary Cadweld material (rods to be EA 159 supplied b Owner $ 322.66 $ 51,303 $ 395.00 $ 62,805 $ 380.28 $ 60,464.52 $ 140.16 $ 22,286 30 2" Schedule 40 PVC Underground: Labor Installed (Conduit Owner -furnished) LF 14,192 $ 3.26 $ 46,219 $ 6.00 $ 85,152 $ 3.01 $ 42,717.92 $ 3.23 $ 45,821 31 2.5" Schedule 40 PVC Underground: Labor Installed (Conduit Owner -furnished) LF 34,791 $ 3.26 $ 113,296 $ 6.00 $ 208,746 $ 3.01 $ 104,720.91 $ 3.23 $ 112,329 32 3" Schedule 40 PVC Underground: Labor Installed (Conduit Owner -furnished) LF 100 $ 5.62 $ 562 $ 6.00 $ 600 $ 3.76 $ 376.00 $ 3.23 $ 323 33 4" Schedule 40 PVC Underground: Labor Installed (Conduit Owner-fumished) LF 20,794 $ 4.56 $ 94,903 $ 6.00 $ 124,764 $ 4.51 $ 93,780.94 $ 5.07 $ 105,501 34 6" Schedule 40 PVC Underground: Labor Installed (Conduit Owner-fumished) LF 104,657 $ 6.35 $ 664,658 $ 9.00 $ 941,913 $ 6.02 $ 630,035.14 $ 5.53 $ 579,262 35 Conduit Backfill - Concrete Flowable Fill - Delivered and Placed CY 16,627 $ 122.83 $ 2,042,281 $ 133.00 $ 2,211,391 $ 112.26 $ 1,866,547.02 $ 128.61 $ 2,138,391 36 Conduit Backfill - Native Material and Compacted CY 14,627 $ 52.07 $ 761,694 $ 34.00 $ 497,318 $ 30.08 $ 439,980.16 $ 23.06 $ 337,327 37 Excavation for concrete flatwork and conduit CY 36,300 $ 40.92 $ 1,485,240 $ 21.00 $ 762,300 $ 37.59 $ 1,364,517.00 $ 55.35 $ 2,009,156 ABOVE GRADE 138 KV Breaker installed including all bus connections, jumpers, equipment 38 grounding and above ground conduit EA 70 (Dwg ELECO2- ELOl $ 2,917.80 $ 204,246 $ 3,523.00 $ 246,610 $ 3,398.79 $ 237,915.30 $ 4,609.70 $ 322,679 138 KV High Bus Switch and Stand including auxiliary switch, manual operator, all 39 bus connections, equipment grounding and above ground conduit EA 110 (Dwg 138-HBDSOl) $ 2,533.05 $ 278,636 $ 5,356.00 $ 589,160 $ 3,398.79 $ 373,866.90 $ 5,218.54 $ 574,039 138 KV Low Bus Switch and Stand including auxiliary switch, manual operator, all 40 bus connections, equipment grounding and above ground conduit EA 67 Dw 138-LBDS01 $ 2,544.21 $ 170,462 $ 5,356.00 $ 358,852 $ 3,398.79 $ 227,718.93 $ 5,218.54 $ 349,642 Substitute Motor Operator for manual operator and auxiliary switch on 138kV Low 41 or High Bus Switch EA 12 (Dwg 138-ELEC25-ELOI) $ 611.35 $ 7,336 $ 1,349.00 $ 16,188 $ 767.22 $ 9,206.64 $ 368.99 $ 4,428 138 KV Transmission Takeoff Structure including grounding, mounting and 42 grounding arresters, constructing arrester phase jumpers and connecting if the line is EA 30 present (Dwg 138-TOS01) $ 4,634.63 $ 139,039 $ 2,472.00 $ 74,160 $ 6,015.01 $ 180,450.30 $ 6,218.44 $ 186,553 Construct Transmission Takeoff Structure jumpers that connect the transmission line 43 to the station bus. Install if transmission line is present (refer to the OFM list; EA 110 (Dwg 138-ELEC03-ELOI) $ 297.57 $ 32,733 $ 258.00 $ 28,380 $ 1,353.38 $ 148,871.80 $ 1,660.46 $ 182,651 44 65' Static Mast including grounding EA 30 (Dw 65-OHSWOI) g 1,115.88 $ 33,476 $ 1,030.00 $ 30,900 $ 1,127.81 $ 33,834.30 $ 1,564.07 $ 46,922 138kV - 15 KV Transformer including all bus connections, equipment grounding an 45 above ground conduit (refer to OEM list) EA 16 (Dwg 138-ELEC24-ELOl $ 1,193.99 $ 19,104 $ 4,120.00 $ 65,920 $ 2,631.57 $ 42,105.12 $ 4,552.43 $ 72,839 46 Control Building including all equipment grounding and above ground conduit (refer EA 10 to OFM list) $ 1,710.52 $ 17,105 $ 4,120.00 $ 41,200 $ 3,759.38 $ 37,593.80 $ 1,383.72 $ 13,837 Distribution Switchgear Enclosure including all bus connections, equipment 47 grounding and above ground conduit (refer to OFM list) EA 20 (Dw 138-ELEC24-ELOI) $ 1,733.09 $ 34,662 $ 4,120.00 $ 82,400 $ 3,759.38 $ 75,187.60 $ 2,564.49 $ 51,290 48 3/8" EHS Static wire installation between the 65' steel static pole and takeoff tower LF 17,810 Owner furnished static wire, hardware, and jumpers) $ 3.79 $ 67,485 $ 2.00 $ 35,620 $ 2.93 $ 52,183.30 $ 4.61 $ 82,147 49 138 kV Bus Support including insulator, bus connection and grounding EA 359 (Dw 138-1PHBPOI & 138-1PLBP01 $ 189.70 $ 68,102 $ 515.00 $ 184,885 $ 300.75 $ 107,969.25 $ 304.42 $ 109,286 138 kV CT with Stand including bus connections, conduit, junction box, grounding, 50 single installation EA 52 (Dwg 138-IPLCTP02-EROI & 138-1PLCTP02-SDO1 $ 2,127.81 $ 110,646 $ 1,127.00 $ 58,604 $ 1,185.59 $ 61,650.68 $ 1,571.03 $ 81,694 138 kV PT/CCVT with Stand including bus connections, conduit, junction box, 51 grounding, single installation EA 179 (Dwg 138-1PTP01) $ 1,941.83 $ 347,588 $ 1,642.00 $ 293,918 $ 1,185.59 $ 212,220.61 $ 1,571.27 $ 281,257 52 15kV Bus Support including insulators, bus connections, and grounding LF I 16 (Dw 15-3PBS01) J $ 788.56 $ 12,617 $ 515.00 $ 8,240 $ 300.75 $ 4,812.00 $ 350.54 $ 5,609 IN co Unit Prices & Estimated Contract Amount for RFP #6085 Substation Construction Services PUB - October 24, 2016 Proposers Name: Can-Fer Utility Services, LLC- BAFO Integrated Power Company Chapman Construction Great Southwest Construction Principal Place of Business: Grand Prairie, TX North Platte, NE MclUnney, TX Castle Rock, CO SSVT Installation with Stand including bus connections, conduit, junction box, 53 grounding, single installation EA 12 Dw 13-056-EL06 $ 942.30 $ 11,308 $ 1,642.00 $ 19,704 $ 1,258.12 $ 15,097.44 $ 2,146.15 $ 25,754 Wave Trap Installation with Stand including bus connections, conduit, junction box, 54 grounding, single installation EA 4 (Dwg 138-ELECI7-ELOI) $ 1,339.06 $ 5,356 $ 1,127.00 $ 4,508 $ 1,634.06 $ 6,536.24 $ 2,923.18 $ 11,693 55 5" Aluminum Bus Pipe: Installed with dampening cable LF 16,416 $ 13.12 $ 215,350 $ 14.00 $ 229,824 $ 11.28 $ 185,172.48 $ 16.60 $ 272,581 56 4" Aluminum Bus Pipe: Installed with dampening cable LF 100 $ 10.19 1,019 S 15.00,5 7 $ 827.00 $ 14.767 57 3" Aluminum Bus Pipe: Installed with dampening cable LF 1,869 $ 13.09 $ 24,471 $ 14.00 $ 26,166 $ 8.27 $ 15,456.63 $ 12.91 $ 24,138 58 2.5" Aluminum Bus Pipe: Installed with NO dampening cable (mainly used for LF 3289 138kV bus corners and intersections $ 8.18 $ 26,914 $ 14.00 $ 46,046 $ 8.27 $ 27,200.03 $ 28.16 $ 92,627 59 2" Aluminum Bus Pipe: Installed with NO dampening cable (mainly used for 138kV LF 100 bus corners and intersections' $ 8.18 $ 818 $ 15.00 $ 1,500 $ 8.27 $ 827.00 $ 8.30 $ 830 60 Gate or fence post grounding- Labor to ground and connect to grid EA 20 $ 123.68 $ 2,474 $ 103.00 $ 2,060 $ 225.56 $ 4,511.20 $ 125.30 $ 2,506 61 Overhead Area Light: Installed on Static pole/takeoff tower (Owner -furnished) EA 32 $ 148.78 $ 4,761 $ 412.00 $ 13,184 $ 300.75 $ 9,624.00 $ 138.37 $ 4,428 62 Spoil removal and disposal (as needed) TN 4,000 $ 23.49 $ 93,957 $ 16.00 $ 64,000 $ 25.74 $ 102,960.00 $ 31.09 $ 124,380 63 Concrete flatwork installed per specification and drawings - labor, materials, and CY 2,765 restoration based on drawingestimates $ 375.61 $ 1,038,563 $ 465.00 $ 1,285,725 $ 514.75 $ 1,423,283.75 $ 520.78 $ 1,439,955 TOTAL $ 17,618,458 $ 17,623,629 $ 18,704,687 $ 20,304,520 Not To Exceed Contract Total $ 17,620,000.00 DELIVERY Estimated mobilization time upon receipt of notice to proceed (days) 14 14 1 14 Number of projects that can be constructed concurrently 3 3 3 3 EVALUATION 20 Compliance with Specs 20.0 20.0 20.0 20.0 20 Probable Performance 20.0 17 18 18 60 Price 60.0 60.0 56.5 52.1 100 TOTAL EVALUATED SCORE 100.0 97.0 94.5 90.1 F, Im City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1446, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Attorney's Office CM/ ACM: Anita Burgess Date: November 8, 2016 SUBJECT Receive a report and hold a discussion regarding the City of Denton Code of Ordinances, Section 2-63 relating to board and commission members. BACKGROUND The City Council asked to review City ordinances related to possibly removing members of boards and commissions during terms of office. Staff is presenting this code provision for consideration and direction. Exhibit: 1. PowerPoint Presentation City of Denton Page 1 of 1 Printed on 7/2/2021 powered by LegistarTM 31 CITY OF DENTON BOARDS AND COMMISSIONS BOARDS AND COMMI. Sec. 2-63 City of Denton Code of Ordinances "Should a board or commission member cease to meet the qualifications prescribed in section 2-61 (qualified voter of the city) or 2-62 (requiring recusal if conflict of interest), if applicable, or should such member be convicted of a felony during his term of service, such failure or conviction, as the case may be, shall be cause for removal." Code 1966 33 BOARDS AND COMMISSIONS or-. imav_ Basis for Removal: ► No long a qualified voter Failed to recuse upon conflict of interest Convicted of a felony 34 BOARDS AND COMM ► POSSIBILITIES: Leave the provision as is. ► Strike the provision altogether. Modify the provision. ► "At will" of the Council. Additional/Other "Cause" provisions. ISSIONS 35 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1467, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Bryan Langley Date: November 8, 2016 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the development of the City's website. BACKGROUND In April 2016, the City Council approved a contract with Imaginuity Interactive for the development of a new City of Denton website. The Public Communications Office (PCO) has been working closely with Imaginuity on the site development. The primary goals of the new site are to (1) serve as a centralized online communications hub for the City of Denton and (2) to reinforce the values of the organization and the vibrancy of the Denton community. We have asked Imaginuity to achieve these goals by creating a more intuitive, user - centric site navigation; ensuring accessibility and a consistent experience for all users across all platforms; and developing a visual design theme that is Denton -distinctive and consistent throughout the site. Research & Analysis Earlier this year PCO conducted interviews and performed SWOT (strengths, weaknesses, opportunities, and threats) analyses with all of the major departmental users of the website. The City also conducted surveys of both internal and external users of the site to identify current weaknesses and determine opportunities for improvement. In addition to this research and analysis, Imaginuity has conducted an additional survey of external users, man on the street interviews, and focus groups. This data, along with the analytics of the current site, were used to determine the content and features that are most important to users. Navigation & Site Map With Imaginuity, staff has developed a new site map and navigation structure that is oriented towards the user. Instead of organizing content by department, all content will be organized by its primary audience: residents, business, general government, and news & events. We have also been working diligently to reduce the overall size of the site, to eliminate outdated or redundant content, and to combine related content from different departments or divisions. The new navigation structure has reduced the total number of pages on the site from 1400 to 200 and the levels of navigation from between five to seven to no more than four. This means that all content on the site is no more than four clicks away from the homepage. The reduction in overall content will help ensure that users can find what they are looking City of Denton Page 1 of 3 Printed on 7/2/2021 powered by LegistarTM 36 File #: ID 16-1467, Version: 1 for on the site. The site map is attached as Exhibit 1 for your reference. Creative & Technical Requirements Drawing upon the research and analysis that was conducted, Imaginuity has provided a creative brief and technical requirements that will serve as the foundation for the site design and functionality. The creative brief is attached at Exhibit 2 for your reference. Electronic Reporting The Committee on Citizen Engagement previously directed staff to explore options for an interim Citizen Relationship Management (CRM) solution that would allow citizens to submit service requests electronically. The new site will feature an electronic reporting form where citizens can submit a request from one central point. This solution will allow staff to test the adoption rate and demand for a centralized digital CRM and allow for the evaluation of internal processes with very little up -front investment. Open Records Requests In conjunction with the new City website, the City Secretary's Office will launch a new web application to receive, process, and respond to open records requests (ORR) made by the public. This technology includes capability to divert requests for records that are not kept by the City (birth certificates, for example) or records that may otherwise be publicly available and published on the City's website or open data portal. Additionally, prior requests for information will be available for the public to view. Open Data Portal Earlier this year, Technology Services converted the City's open data portal (data. cityofdenton. com) to a more user-friendly interface that provides data visualization and issue -specific dashboards. Seventy-five datasets are currently available, and Technology Services is working with departments to automatically publish reports from their internal systems to the open data portal. This reduces staff time spent publishing routine reports and makes machine readable data available to the public. Users can subscribe to specific data streams and receive updates as new datasets are published. Staff is also working to incorporate performance reporting linked to the strategic outcomes and performance measures listed in the City's Strategic Plan. The open data portal is a key component to the City's transparency and communications efforts and will be easily accessible from the new website. Next Steps Staff is working with Imaginuity on the development and production of the interior pages and homepage, which includes developing templates, loading content, search engine optimization, and quality assurance and testing. Staff is working towards a deployment date in December 2016. The City Council Committee on Citizen Engagement previewed the design concepts for the new site on Tuesday, November 1. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council Committee on Citizen Engagement November 2, 2016 March 3, 2016 City of Denton Page 2 of 3 Printed on 7/2/2021 powered by LegistarTM 37 File #: ID 16-1467, Version: 1 October 5, 2015 May 4, 2015 January 5, 2015 STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.3 Promote effective internal and external communication EXHIBITS Exhibit 1 - Site Map Exhibit 2 - Creative Brief Exhibit 3 - Presentation Respectfully submitted: Alison Ream Administrative Services Manager City of Denton Page 3 of 3 Printed on 7/2/2021 powered by LegistarTM 38 Find Hpme E nagy 111 CM1emical Ma—h Do— - CuZ. Collect- Reuse yaw Su9ain- PHeaXM1 O sit ellon Collect- Sbre w— Eleds n- shed Srhools p� p� Other Pmtetl- g p.rm a Water eTrak B—le Caeo v Ler t Pe 6 PrajedDod, - Il Poe Trash & hold an pen nite i gChecr Water r9y ZorRecycling Sustamr Permits Drpy ade Volunteer Donate & Waste - Apo y br Licenses walor Diep.eel a Project PDF Resider~ Denton download of Vote eachipernnit tial Current and or Permits Housing Home Reg% P rejects license Property Assist atce Repair Ao-abona ssist AdOpta Remver Develop- application Malntenace ment Review Residential Hem. Pet waaure a Develav- Property Services ep>er Marten - en, water a Aaai t- F;re ReN ew waeb- arce Prevent- Precess Business wakr Danger- Fair Serve on ro Commercial srua- Dyno Dirt Hnusng Makea Boar d Economic Services Difference Animal B,t� a Develop- Bneey services PeRst- Rana ment Specie sarety Event T h & Location & �'.. ae�- Hours 11110' cling Crime Form& a PDF Preonm Get Involved Solicitations Service download of special & Residents evert apploations Prevps ention ention sn� Contracting Dentin Fight the Health& a� Donau Li b ra ry Safety Mayor open Classes & sponsor summer solidla- Events voun Apdbne e.s Lane PDFdownlmd Welcome t0 Pregram Closures Restau- Denton &Deteu Map ofclosed lanes rant ofrestanant Getting &detwrs Scam score oenbn Arou nd Katy I.il Map of Denton Map of routes to parks &or Veer trails bike/walk Training Creek Parks & Bl ke & Rape Walk Aggess- About Denton Ports& Recreation Form&orPDF Denton BiW oerenae History of Trails download Denton City of Denton Fa°on lies Home Page cree^- applicationsto 9 beit rentfadlitles CPR Transit sme- vaalks Denton Activities Map of Municipal Tntab & Faciliies& transit Electric raen care Programs Denbo Rentrouesals C N;c Party enb Cr Padr- Aqustics ages Airport Airpn Busbess Spats Rec Dir.—y S puts Fitness& Facilities Cenbrs Wellnes Patil ions & Gyms Eve nts Conrn- Charter & unity Ordinances Develop - Departments ment Public .... Government Meetings Municipal Dovnlmdable PDF of the Court PDFdomlmdsof meeting agendas. - court forms, pleas & News & Events Policies & other documents Proced- PDFdomlmdd _ ores Open Develop - each policy &a procedure Government Boards, City Officials ment Notices Commiss- Services Hiabrin Prasarv- Strateglc Ions, & ati on Open Data Initiatives Committees DTV Gas Well Ne;ghbor PDF dovnlmd cif. Inspect- -hood Press the ciao records "'. PDF dovnlmds of ions Plann;ng Releases information relating to commissions, Agendas &ccanmttees Police &Minute Downlmdable PDF Fire Athe agenda, as Denton Cily Solid Financial Strategic Capital car Managers Water Waste well as the minutes � • �' Trans- Open F1an8 IRPmve- CoinciI Office Util Hies paroncY Records Citizen ment Compre- Simply RedNesl Survey hensive Homeless- Sustain- Reµnest Fam & Program Panning ne's able Find �'� DoWmlmdabl a PDF YO1 cppndl version of the form Member Auxiliary Footer e0a e News& �f=N Social Privacy aee8QaResidents�jaeCareerse esidentsBusiness Med'e CalendarsCareers Contact Us Site map Eve MsPolcySearcLanguages Icons Site Map Legend GlobalSite Map & Navigational Schema O Resources O Governemnt O About Denton O Business O Residents P g O Level 1 O Level 2 Level 3 O Utility Home a e, Footer & Pages Pages O Pages O Page(s) O Utility Navigation Downloadable PDF External � Secured Page(s) Page(s) Form t Widget Version: 1.13 Date: 10/12/2016 Prepared By: Sean Crisman 39 rr 11 1 I j �.i lt a. I Page 1 of 5 Imaginuity- City of Denton CREATIVE BRIEF DRAFT 2 Date: June 22, 2016 Background The City of Denton is located in North Texas on the north end of the Dallas -Fort Worth Metroplex. It is the county seat of Denton County with a population of approximately 120,000 people. The City of Denton is a full -service municipality, which includes a municipally owned electric utility; three libraries; parks, trails, and recreation centers; a water park and natatorium; a 2,900-acre natural heritage area; and other services such as police, fire, and solid waste and recycling. More than 50,000 students attend Denton's two universities, the University of North Texas (est. 1890) and Texas Woman's University (est. 1901). The city is also known for its music and art culture —the Denton Arts and Jazz Festival and 35 Denton Music Festival attract hundreds of thousands of visitors to the city each year. With two universities, two hospitals, an industrial district and a vibrant entrepreneurial community, Denton is one of the top 25 fastest -growing cities in the country and it was ranked the number one 'Best Small Town in America' by Rand McNally and USA Today in 2012. There's also a community focus on local makers — celebrating the produce from local farms, community gardens and products from local artisans. Residents value sustainability and collaboration. The city leads the nation in renewable energy by currently providing 40% renewable to customers and committing to 70% renewable by 2019. What is the purpose of this project? The goals of this redesign are that the website will serve as the primary source for City of Denton information; is a centralized, user-friendly online communications hub; and that it reinforces the values of the organization and the vibrancy of the Denton community. More than a website redesign, this is an opportunity for the City to redevelop their presence and establish their brand online. Key Objectives: • Function as a 24/7 full -service online platform, providing effective tools for users • Expand beyond utilitarian features to share the City's stories and engage in conversations through integration of engaging and interactive content and platforms 40 Page 2of5 • Decrease calls and emails to City staff by achieving a more intuitive site navigation and architecture and ensuring content is accurate and up to date • Ensure accessibility and consistency of experience for all users and platforms through improved mobile functionality and content that is readable for all audiences • Develop a visual design theme that is consistent and distinctive, using images and graphics that best represent the organization and the Denton community Who are we talking to? • City residents • Businesses and industry • Denton ISD and City of Denton employees • The Media • Government officials (city, local, state & federal levels) • Potential visitors/tourists & future residents What are users looking for? Primary Use: • Online bill pay • Local events, community information • City Council meeting notes, agendas, videos • Library info, Parks & Rec • Apply for permits, find building codes/regulations • Report issues, request services Secondary Use: • Open records request • Water/Energy audit • Request a tour, reserve a city facility • Locate voting district, polling locations • Locate parks, trails, facilities on map • Volunteer opportunities, job applications • Grants What is the single most persuasive idea we can convey? Denton is a vibrant and growing community with many opportunities, no matter what your interest or passion. You're free to be whoever you are in a friendly atmosphere with a small town vibe that's just a short drive away from the big city. 41 Page 3 of 5 The website should reflect through its online presence that the City aims to empower residents by providing accurate and timely information, engaging in conversations for creative and forward -thinking solutions, and fostering a sense of ownership so residents are compelled to make a difference toward the greater good of Denton. Why should they believe this? Denton is different from other cities. Geographically, there are more recreational opportunities than most Metroplex cities. The City is located between two lakes and is surrounded by horse country. There's also 'room to grow' — residentially and industrially. Culturally, Denton is accepting, open-minded, and has a renowned art and music scene. The people love to be out -and -about, enjoying unique local businesses, community markets and a vibrant nightlife. People tend to thrive in Denton. It is a place where you can not only be yourself, but where your individuality is celebrated. Tone/Voice • Cutting -edge, innovative • Vibrant, free -spirited • College -town culture, educated, high-energy, unpretentious • Homegrown, non -judgmental, local, sustainable Definition of Success • Traffic to the website • Increase in Social Media shares, video views • Decrease in phone calls to staff looking for information • User feedback survey responses, future user testing Keywords (First Pass) • Community • Vibrant • Eclectic • Authentic • Local • Diverse • Sustainability • Innovation Requirements & Mandatories (Non -technical) 1. Information Architecture / User Experience i y: Page 4 of 5 a. Navigation must be easy to use and understand b. User -centric flow of information, intuitive c. All departments under 1 website, must maintain same look and feel but have control/ownership to control pictures, video and social media d. Parallax, infinite scrolling e. Site search & document repository search 2. Content Elements / Prominence a. Photo galleries / Image library - searchable via CMS b. Videos hosted on YouTube c. PR/Press/News - searchable via CMS d. Documents repository - downloadable e. Calendar— Events (Social Media integration) f. City council agendas, minutes, video g. Forms — some link to 3rd party sites h. Staff bios i. Sign up to receive interest -specific emails, notifications j. Map — Google Maps w/overlays (by department) k. Today/This Week — box on homepage I. Alert banner m. User login (possibly, not confirmed) n. Video News — 3x a week DTV releases a mini -news segment to be released on the website o. Library of downloadable B-roll and photography — may need to create media login, credential verification for access to this material p. Program registration, Rent/Reserve City Facility q. Utilities Info, Report issues/violations & Requests for services r. Apply for i. Permits, reviews ii. Library card iii. Rebates, grants iv. Pet registration v. Volunteer opportunities vi. Other s. Provide feedback, report a website error or inaccuracy, complete surveys/polls t. Upload supporting documents u. Print function 3. Look & Feel a. Denton is perceived as 'hip, creative, and welcoming' and the design should reflect that 43 Page 5 of 5 b. The City wants to more meaningfully connect with its citizens via the website — the website should humanize the 'City of Denton' organization, change any negative perceptions residents may have that they're 'outsiders.' c. The website should be viewed as forward -thinking, easy to use, accessible and provide functional solutions to users d. User -centric, intuitive, dynamic e. The City's goal is to break down department walls on the website. They do not want information organized in department silos (as is currently). f. Images i. Primary: The Square, annual event photos, city programs, people & the community ii. Secondary: the Courthouse iii. No Landscapes Functionality Comments • Other Denton websites that show the style of the community and the direction it is moving: o Greater Denton Arts Council o Denton Community Market o Thin Line Film Festival o Barley & Board • City of Allen — Like the "What's Happening" section, separate calendars/sections for special events, public meetings, and public notices • Milwaukee Police Department - Like the 'sticky' side menu, use of imagery, headlines feature • Dallas CVB — Like the video header and quick stats below, interactive map, trip ideas • West Palm Beach - #westpalmbch connect, key resources section, map • Humboldt County —Video and simple design, creative interactivity Website http://www.cityofdenton.com/ 44 WEBSITE UPDATE INOVEMBER 8, 2016 45 RESEARCH & ANALYSIS Internal & external surveys, interviews, SWOT analysis Key Findings Information is difficult to find (confusing, overwhelming, redundant Poor mobile experience Design doesn't reflect the identify of the community Missed opportunities to tell our story and engage residents Demand for technology to improve workflow and provide better service 46 GOAL STATEMENT To serve as the primary source for City of Denton information as a centralized, user-friendly online communications hub 24/7 full -service online platform Share stories and engage in conversations through integration of engaging and interactive content and platforms Achieve a more intuitive site navigation and architecture Ensure accessibility and consistency of experience for all users and platforms To reinforce the values of the organization and the vibrancy of the Denton community Develop a visual design theme that is consistent and Denton -distinctive, using images and graphics that best represent the organization and the Denton community 47 NAVIGATION & SITE MAP ser-oriented navigation h e m e :ontent organized by primary audience educed page count to ewer than 200 pages from 400 educed navigation layers ,om8to4 I 48 FUNCTIONALITY Mobile experience Social media integration Central newsroom Multi -media library Electronic reporting Dynamic calendar Search engine optimization Maps integration Content Management System (CMS) 49 CREATIVE BRIEF Denton is a vibrant and growing community with many opportunities, no matter what your interest or passion. You're free to be whoever you are in a friendly atmosphere with a small town vibe that's just a short drive away from the big city. The website should reflect through its online presence that the City aims to empower residents by providing accurate and timely information, engaging in conversations for creative and forward -thinking solutions, and fostering a sense of ownership so residents are compelled to make a difference toward the greater goi of Denton. 50 DESIGN TEMPLATES 51 NEXT STEPS Accomplished Creative & Technical Requirements Site Map Template development/creative Content Next Steps Implementation Quality Assurance Deployment Estimated Launch Date: December 6, 2016 W City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1468, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Bryan Langley Date: November 8, 2016 SUBJECT Receive a report, hold a discussion, and give staff direction regarding an online message board for use by the City Council in accordance with the Texas Open Meetings Act. BACKGROUND The Council requested a work session item regarding potential use of an online message board by the City Council. Senate Bill 1297, a bill that passed during the Eighty -Third Legislative Session, added a provision to the Texas Open Meetings Act effective September 1, 2013 (See Exhibit 1). This provision provides that communication between councilmembers about public business or public policy over which the council has supervision or control does not constitute a meeting if certain conditions are met. The communication must be: 1. in writing; 2. posted to an online message board that is viewable and searchable by the public; and 3. displayed in real time and displayed on the message board for no less than 30 days after the communication is first posted. The bill also included the following requirements: • The online message board must be prominently displayed on the city's primary website and no more than one click away from the city's website. • The message board may only be used by city councilmembers or city employees that have received authorization from the council. • If a city employee posts on the message board, the employee must include his or her name and title with the communication. • The council may not vote or take action by posting on the city's online message board, and if the city removes a posted message, the city must retain the posting for six years. Staff research has found that the following Texas cities have implemented a City Council message board: Austin, Mineral Wells, Castroville, Shoreacres, and Volente. Most of these cities have used an open source solution, and the cost of implementation are minimal. The presentation attached as Exhibit 2 will be used to facilitate a discussion of online message boards and to receive direction from the City Council on whether there is interest in implementing this communication tool. City of Denton Page 1 of 2 Printed on 7/2/2021 powered by LegistarT°" 53 File #: ID 16-1468, Version: 1 STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.3 Promote effective internal and external communication FXHIRITS Exhibit 1 - Section 551.006 of the Texas Government Code Exhibit 2 - Presentation Respectfully submitted: Bryan Langley Assistant City Manager City of Denton Page 2 of 2 Printed on 7/2/2021 powered by LegistarT°" 54 Sec. 551.006. WRITTEN ELECTRONIC COMMUNICATIONS ACCESSIBLE TO PUBLIC. (a) A communication or exchange of information between members of a governmental body about public business or public policy over which the governmental body has supervision or control does not constitute a meeting or deliberation for purposes of this chapter if: (1) the communication is in writing; (2) the writing is posted to an online message board or similar Internet application that is viewable and searchable by the public; and (3) the communication is displayed in real time and displayed on the online message board or similar Internet application for no less than 30 days after the communication is first posted. (b) A governmental body may have no more than one online message board or similar Internet application to be used for the purposes described in Subsection (a). The online message board or similar Internet application must be owned or controlled by the governmental body, prominently displayed on the governmental body's primary Internet web page, and no more than one click away from the governmental body's primary Internet web page. (c) The online message board or similar Internet application described in Subsection (a) may only be used by members of the governmental body or staff members of the governmental body who have received specific authorization from a member of the governmental body. In the event that a staff member posts a communication to the online message board or similar Internet application, the name and title of the staff member must be posted along with the communication. (d) If a governmental body removes from the online message board or similar Internet application a communication that has been posted for at least 30 days, the governmental body shall maintain the posting for a period of six years. This communication is public information and must be disclosed in accordance with Chapter 552. (e) The governmental body may not vote or take any action that is required to be taken at a meeting under this chapter of the governmental body by posting a communication to the online message board or similar Internet application. In no event shall a communication or posting to the online message board or similar Internet application be construed to be an action of the governmental body. Added by Acts 2013, 83rd Leg., R.S., Ch. 685 (H.B. 2414), Sec. 3, eff. June 14, 2013. Added by Acts 2013, 83rd Leg., R.S., Ch. 1201 (S.B. 1297), Sec. 1, eff. September 1, 2013. 61.1 ONLINE MESSAGE BOARDS Presented to the City Council November 8, 2016 Background • The City Council has requested a briefing on online message boards which are available for communication regarding public business. • In zo13, Texas Legislature amended Texas Open Meetings Act to: s) Create informal means of electronic communication 2) Allow communication regarding public business or public policy • Specifically, section 551.006 of the Texas Government Code was created to state: (a) A communication or exchange of information between members of a governmental body about public business or public policy over which the governmental body has supervision or control does not constitute a meeting or deliberations for purposes of this chapter if: (1) The communication is in writing (2) The writing is posted to an online message board or similar Internet application that is viewable and searchable by the public (3) The communication is displayed in real time and displayed on the online message board or similar Internet application for no less than 3o days after the communication is first posted. (d) ...the governmental body shall maintain the posting for a period of six years. Pj 01 4 Background (cont'd) • Section 552.006 also states: (c)The online message board or similar Internet application described in Subsection (a) may only be used by members of the governmental body or staff members of the governmental body who have received specific authorization from the governmental body. In the event of the that a staff member posts a communication to the online message board or similar Internet application, the name and title of the staff member must be posted along with the communication. • Section 552.006 further states: (e) The governmental body may not vote or take any action that is required to be taken at a meeting under this chapter of the governmental body by posting a communication to the online message board or similar Internet application. In no event shall a communication or posting to the online message board or similar Internet application be construed to be an action of the governmental body. 01 0 CO City Examples • Based on our research, staff is aware of the following cities that are using online message boards: • City of Austin • City of Mineral Wells • City of Castroville • City of Shoreacres • City of Volente • Communication is only between elected officials and select staff (if specifically authorized by the City Council). • Citizens cannot participate in the conversation. • Any member of the public, however, can view the information. 4 Implementation Considerations • Message boards do not involve citizen collaboration. • May also be problematic for citizens that do not have computer/internet access. • New technology— legal department analyzing whether legislative immunity applies with message boards (as it does with normal Council deliberation process). • Other questions to consider: • Will an online message board assist with City Council communications? • Will a message board augment overall communication efforts with citizens? • Will there be any restrictions regarding the types of messages that could be posted? If so, how will these restrictions be enforced? • Are individual City Council message boards/blogs/social media accounts a better method for engaging citizens in community conversations? • Are other citizen communication strategies warranted instead? L7 0) 0 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-985, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Deliberations Regarding Certain Public Power Utilities: Section 551.086. Competitive Matters - Under Texas Government Code Receive a presentation from Denton Municipal Electric staff ("DME") regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, in order to meet its future energy needs. Take final action on a purchased power agreement with Santa Rita Wind Energy, LLC. City of Denton Page 1 of 1 Printed on 7/2/2021 powered by LegistarTM 61 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1266, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Deliberations Regarding Certain Public Power Utilities: Section 551.086. Competitive Matters - Under Texas Government Code Receive a presentation from Denton Municipal Electric staff ("DME") regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, including a power purchase agreement with Las Majadas Wind Farm, LLC, in order to meet its future energy needs. Take final action on a purchased power agreement with Las Majadas Wind Farm, LLC. City of Denton Page 1 of 1 Printed on 7/2/2021 powered by LegistarTM 62 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1351, Version: 1 Legislation Text Agenda Information Sheet SUBJECT 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 and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests located from North Lakes Substation of Denton Municipal Electric and proceeding east along Riney Rd, then turning north along Nicosia St., then east along W. Hercules Lane and terminating at the Denton North Substation of Denton Municipal Electric, in the City of Denton, Denton County, Texas; where discussion had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. [North Lakes to Denton North TM Line] City of Denton Page 1 of 1 Printed on 7/2/2021 powered by LegistarTM 63 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1411, Version: 1 Legislation Text Agenda Information Sheet SUBJECT 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 and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests located from North Lakes Substation of Denton Municipal Electric and proceeding east along Riney Rd, then turning north along Nicosia St., then east along W. Hercules Lane and terminating at the Denton North Substation of Denton Municipal Electric, in the City of Denton, Denton County, Texas; discussion had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. [North Lakes to Denton North TM Line] City of Denton Page 1 of 1 Printed on 7/2/2021 powered by LegistarTM 64 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1413, Version: 1 Legislation Text Agenda Information Sheet SUBJECT 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 and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests to a 2.168 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330, in the City of Denton, Denton County, Texas; discussion had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. [Spencer to Pockrus TM Line] City of Denton Page 1 of 1 Printed on 7/2/2021 powered by LegistarTM 65 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1414, Version: 1 Legislation Text Agenda Information Sheet SUBJECT 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 and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests located in Lot 1, Block 2 of the Municipal Utility Addition as shown by the plat thereof recorded in Cabinet G Page 346 of the P.R.D.C.T., in the City of Denton, Denton County, Texas; where discussion had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third parry. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. [Brinker Substation] City of Denton Page 1 of 1 Printed on 7/2/2021 powered by LegistarTM 66 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1430, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City's Attorneys on the status, strategy, and potential resolution of litigation styled, Esker v. City of Denton, Cause No. 14-000942-158, currently pending in the 158th District Court of Denton County, Texas. City of Denton Page 1 of 1 Printed on 7/2/2021 powered by LegistarTM 67 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1433, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code, Section 551.071. Consultation, discussion, deliberation and receipt of information from the City's attorneys involving legal matters regarding housing use classifications in the Denton Development Code, and to provide the City's attorneys with direction, where a public discussion of these legal matters would clearly 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. City of Denton Page 1 of 1 Printed on 7/2/2021 powered by LegistarTM 68 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1456, Version: 1 Legislation Text Agenda Information Sheet SUBJECT 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 acquisition of real property interests and being situated in the J.C. Baker Survey, Abstract No. 47, the A.E. Cannon Survey, Abstract No. 232, the J. Fisher Survey, Abstract No. 421, the S. Hembrie Survey, Abstract No. 643, the B. Merchant Survey, Abstract No. 800, the C. Poullalier Survey, Abstract No. 1006, the E. Pickett Survey, Abstract No. 1018, the S.A. Venters Survey, Abstract No. 1315, and the W.E. Penley Survey, Abstract No. 1729, City and County of Denton, Texas, and generally located along FM Highway 2181 (Teasley Lane) the limits of which being bounded to the north by Lillian Miller Parkway and to the south by the drive entrance to Hickory Creek Mobile Home Park. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition or condemnation of the real property interests 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 jeopardize the City's legal position in any administrative proceeding or potential litigation. (FM Highway 2181 Utility Relocations project) City of Denton Page 1 of 1 Printed on 7/2/2021 powered by LegistarTM 69 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1363, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: November 8, 2016 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for electric substation construction services; providing for the expenditure of funds therefor; and providing an effective date (RFP 6085-awarded to Can-Fer Utility Services, LLC in the three (3) year not -to -exceed amount of amount of $17,620,000). RFP INFORMATION Denton Municipal Electric (DME) has 6 substation projects approved in its Capital Improvement Plan that have a construction window over the next 3 years. In planning for construction of multiple substations, DME has structured designs into standard units that can be used in most applications. Standardizing and unitizing the design also makes it possible to procure construction services for multiple stations in advance. This approach was successfully implemented over the previous 3 years under RFP #5142. RFP #6085 was similarly structured and will continue this standardized construction approach for the next 3 years. Requests for Proposals were sent to 301 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Eight (8) proposals were received. The proposals were evaluated based upon published criteria including price, compliance with specifications and probable performance (Exhibit 1). A Best and Final offer was conducted with the highest ranked vendor, Can-Fer Utility Services, LLC (Can-Fer) which resulted in a price reduction of $263,612.73. Can-Fer has successfully completed 11 substation projects for DME over the previous 3.5 years and currently has 2 substations under construction. DME has been able to secure the services of 2 full time crews who have constructed all 13 projects. This has resulted in a high level of efficiency and reduction in construction errors. The combined lowest cost and prior experience with DME projects makes the Can-Fer proposal the best value for the City of Denton. The proposed contract will not obligate DME to expend any minimum amount, and can be terminated at any time with notice. Purchase orders will be issued for each project based on the unit prices and the engineer's estimate of the work required. Consideration will be given to the contractor's proposed quantities for each job in determining the amount for the purchase order, but payment will be made based on the actual work performed. ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) City of Denton Page 1 of 3 Printed on 7/2/2021 powered by LegistarTM 70 File #: ID 16-1363, Version: 1 The Public Utilities Board will discuss this item on November 7, 2016 for recommendation to forward this item to the City Council for consideration. RECOMMENDATION Award to Can-Fer Utility Services, LLC in the three (3) year not -to -exceed amount of $17,620,000. This includes a small contingency for additional expenses. . PRINCIPAL PLACE OF BUSINESS Can-Fer Utility Services, LLC Denton, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION The costs for materials and services purchased under the proposed agreement will be funded out of amounts budgeted for specific projects. Much of the work proposed will be in the transmission category. These costs for transmission projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS Exhibit 1: Evaluation and Ranking Sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance City of Denton Page 2 of 3 Printed on 7/2/2021 powered by LegistarTM 71 File #: ID 16-1363, Version: 1 For information concerning this acquisition, contact: Chris Lutrick at 349-7152. City of Denton Page 3 of 3 Printed on 7/2/2021 powered by LegistarT" 72 EXHIBIT 1 RFP 6085 Tabulation Sheet- Substation Construction Services Proposer's Name: Can-Fer Utility Services, LLC- BAFO Can-Fer Utility Services, LLC Integrated Power Contra- Chapman construction Company, L.P. Great Southwestern Contraction, Inc. Re -Con Co. a Texas Corp Black & McDonald, Inc Blamer Energy, Inc. Grand Prairie, TX Grand Prairie, TX Norm Platte, NE M.Kinney, Texas Castle Rock, CO. Oklahoma ity, Oklahoma Kansas City, MO Avon, Minnesota Principal Place of Business (City end State): I Construction Uni[ UOM Q ntlly Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Prim Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Nm 1 Mobiluation(,no perstatioa point) LS 6 $ 8,927.06 $ 53,562.36 $ 8,938.43 $ 53,630.55 $ 51,655.00 $ 309,930.00 $ 4,511.26 $ 27,067.56 $ 18,085.97 $ 108,515.82 $ 51000.00 $ 30,000.00 $ 33,989.88 $ 203,939.28 $ 238,660.00 $ 1,431,960.00 FOUNDATIONS (All Labor, Drilling, Focusing, Excavation, Rebar, and C...c :excludes A-mrboltal Foundation Fl: H-frame Takeoff Structure Foundation - Labor and 2 Materials(Nore: 2regohedperstrvcturc) EA 74 $ 11,926.75 $ 882,579.23 $ 11,935.70 $ 883,241.52 $ 11,123.00 $ 823,102.00 $ 12,344.77 $ 913,512.98 $ 12,225.13 $ 904,659.74 $ 22,000.00 $ 1,628,000.00 $ 19,188.35 $ 1,419,938.20 $ 13,950.00 $ 1,032,300.00 (Dwg FOUNDATION-Fl, Standard: 6' Dia. x 19) 3 Increase/Dmo ass Foundation FI m depth by 1' increments LF 100 $ 576.52 $�2,452,716.46 $ 576.95 $ 57,695.01 $ 550.00 $ 55,000.00 $ 640.24 $ 64,024.00 $ 642.73 $ 64,273.41 $ 1,157.20 $ 115,720.00 $ 988.68 $ 98,867.71 $ 579.00 $ 57,900.00 4 Foundation F2: Bus Support Foundation- Labor and Materials (Dwg FOUNDATION -F2, Stadd: Dia. 2'6"' x Depth I81 EA 1082 $ 2,266.84 $ $ 2,268.49 $ 2,454,502.07 $ 1,798.00 $ 1,945,436.00 $ 2,350.35 $ 2,543,078.70 $ 2,514.90 $ 2,721,125.11 $ 2,992.00 $ 3,237,344.00 $ 3,153.12 $ 3,411,678.59 $ 5,170.00 $ 5,593,940.00 5 Increase/Decrease Foundation F2 in depth by I'increments LF 4,500 $ 119.58 $ $ 119.66 $ 538,489.18 $ 1 Won $ 450,000.00 $ 128.29 $ 577,305.00 $ 126.35 $ 568,572.45 $ 158.40 $ 712,800.00 $ 171.48 $ 771,670.80 $ 225.00 $ 1,012,500.00 Foundation F3: Tmnsfomrer and Oil Containment Foundation including 6 installation pfine od containment areastmi grating- Labor and Materials EA 16 $ 92,548.99 $ 1,480,783.76 $ 92,625.44 $ 1,482,007.03 $ 89,608.00 $ 1,433,728.00 $ 112,148.11 $ 1,794,369.76 $ 111,333.29 $ 1,781,332.62 $ 129,100.00 $ 2,065,600.00 $ 98,382.60 $ 1,574,121.63 $ 124,930.00 $ 1,998,880.00 (Dwg FOUNDATION -F3) Foundation F4: 138kV SPS2 Gas Circuit Breaker Foundation -Labor and 7 Materials EA 79 $ 7,455.84 $ 589,011.10 $ 8,092.22 $ 639,285.11 $ 5,553.00 $ 438,687.00 $ 12,071.16 $ 953,621.64 $ 5,568.16 $ 439,885.00 $ 7,097.20 $ 560,678.80 $ 5,428.68 $ 428,865.42 $ 16,420.00 $ 1,297,180.00 (Dwg FOUNDATION -F4) g Foundation FS:Control Building Foundation- Labor and Materials (Dwg FOUNDATION-F5, Standard: Di,. TV" x Depth 16')9 EA 212 $ 2,133.83 $ 452,372.20 $ 2,135.32 $ 452,687.92 $ 1,629.00 $ 345,348.00 $ 2,345.31 $ 497,205.72 $ 2,244.63 $ 475,860.53 $ 2,992.00 $ 634,304.00 $ 2,796.48 $ 592,854.29 $ 5,170.00 $ 1,096,040.00 Increase/Decrease Foundation F5 in depth by l' increments LF 1,067 $ 112.46 $ 119,990.82 $ 112.54 $ 120,075.88 $ Eaton $ 106,700.00 $ 144.03 $ 153,680.01 $ 113.17 $ 720,747.21 $ 176.00 $ 187,792.00 $ 171.09 $ 182,556.25 $ 225.00 $ 240,075.00 Foundation F6: 65' Light Duty Static Mast Foundation - Labor and IO Materials EA 20 $ 7,904.83 $ 158,096.56 $ 7,910.80 $ 158,215.90 $ 7,303.00 $ 146,060.00 $ 9,840.36 $ 196,807.20 $ 8,189.64 $ 163,792.81 $ 12,390.40 $ 247,808.00 $ 12,612.49 $ 252,249.80 $ 10,560.00 $ 211,200.00 (Dwg FOUNDATION-F6, Standard: Dia. 5' x Depth 18) 11 Increase/Dmo ass Foundation F6 in depth by 1' increments LF 100 $ 408.13 $ 40,812.74 $ 408.44 $ 40,843.68 $ 381.00 $ 38,100.00 $ 538.89 $ 53,889.00 $ 454.86 $ 45,485.80 $ 686.40 $ 68,640.00 $ 685.94 $ 68,594.07 $ 465.00 $ 46,500.00 Foundation F6 HD: 65' Heavy Duty Static Mast Foundation -Labor and 12 Materials EA 10 $ 9,066.29 $ 90,662.91 $ 9,073.59 $ 90,735.91 $ 7,303.00 $ 73,030.00 $ 8,519.54 $ 85,195.40 $ 8,079.77 $ 80,797.72 $ 12,390.40 $ 123,904.00 $ 12,612.49 $ 126,124.90 $ 10,170.00 $ 101,700.00 (Dwg FOUNDATION -F6 RD, Standard: Di.. 5' x Depth I" 13 Ines Mccrease Foundation F6 HD in depth by l'mcremcuts LF 100 $ 468.35 $ 46.834.53 $ 468.72 $ 46.872.38 $ 381.00 $ 38,100.00 $ 466.49 $ 46,649.00 $ 449.36 $ 44,936.45 $ 686.40 $ 68,640.00 $ 685.73 $ 68,572.93 $ 445.00 $ 44,500.00 Foundation Building Stoops: Poured in place stoops f Control and 14 Swrtcbecar buildings- Labor and Materials CY 660 $ 759.23 $ 501,088.58 $ 759.81 $ 501,475.61 $ 807.00 $ 532,620.00 $ 1,071.46 $ 707,163.60 $ 992.12 $ 654,797.70 $ 880.00 $ 580,800.00 $ 943.97 $ 623,017.12 $ 956.00 $ 630,960.00 (Dwg FOUNDATION-F7, F8, F9, F12, Ft3, F20, Other configurations nmded) 15 Foundation 10: Light standardfoundation- Lborand Materials EA 32 $ 1,166.05 $ 37,313.66 $ 1,302.42 $ 41,677.29 $ 1,011.00 $ 32,352.00 $ 1,307.52 $ 41,840.64 $ 1,497.52 $ 47,920.49 $1,601.60 $ 51,251.20 $ 1,745.44 $ 55,854.13 $ 2,980.00 $ 95,360.00 (Dwg FOUNDATION -F10, Standard Di.. 2'6" Dia. x Depm 10) 16 increase/Decrease Foandation Flo in depth by Fincrements LF 50 1 $ 113.31 $ 5,665.26 $ 126.94 $ 6,347.08 $ 100.00 1 $ 51000.00 $ 128.48 $ 6,424.00 $ 149.42 $ 7,471.10 $ 160.60 $ 8,030.00 $ 170.85 $ 8,542AI $ 234.00 $ 11,700.00 17 Foundation F and Materials l BuOdng Founlard: EA 110 $ 1,904.69 $ 209,515.87 $ 2,018.98 $ 222,087.73 $ 1,629.00 $ 179,190.00 $ 2,008.56 $ 220,941.60 $ 2,263.30 $ 248,963.32 $ 2,666.40 $ 293,304.00 $ 4,030.71 $ 443,378.17 $ 4,030.00 $ 443,300.00 TV' Di..Labor (Dwg FOUNDA7ION - Fl 1, Standard: 2'6" Di.. z Ib) FOUNDATION 18 Increase/Decrease Foundation Ft I in depth by l' increments LF 100 $ 113.78 $ 11,377.89 $ 120.65 $ 12,064.55 $ 100.0o $ 10,000.00 $ 123.55 $ 12,355.00 $ 140.63 $ 14,063.24 $ 167.20 $ 16,720.00 $ 246.61 $ 24,661.02 $ 197.00 $ 19,700.00 Foundation F14: Multi -Bay Takeoff Stmcture Foundation -Labor and 19 Materials EA 20 $ 23,512.94 $ 470258.71 $ 23,530.59 $ 470,611.73 $ 22,021.00 $ 440,420.00 $ 24,771.14 $ 495,422.80 $ 24,026.17 $ 480,523.37 $ 43,274.40 $ 865,488.00 $ 37,856.35 $ 757,127.00 $ 22,950.00 $ 459,000.00 (Dwg FOUNDATION-F14, standard: 7'-6" Dia. x 24') 20 Ir-a/Decr c Foandation F14 in depth by F increments LF 100 $ 932.14 $ 93,214.41 $ 932.86 $ 93286.07 $ 866.00 $ 86,600.00 $ 1,017.15 $ 101,715.00 $ 11000.91 $ 100,090.72 $ 2,090.00 $ 209,000.00 $ 1,544.16 $ 154,416.49 $ 763.00 $ 76,300.00 21 Foundation Fly: l5kVBreaker Switch Foundation- Labor and Materials EA 4 $ 3,998.86 $ 15,995.42 $ 4,002.64 $ 16,010.55 $ 3,171.00 $ 12,684.00 $ 3,011.77 $ 12,047.08 $ 3,993.74 $ 15,974.96 $ 4,074.40 $ 16,297.60 $ 4,464.53 $ 17,858.11 $ 5,610.00 $ 22,440.00 (Dwg FOUNDATION-F15) 22 Foundation Fl7: Wave Trap/SSVT Foundation (Dwg FOUNDATION -F17, Standard 3' Dia. .16') EA g $ 3,317.94 $ 26,543.52 $ 3,320.64 $ 26,565.13 $ 2,581.00 $ 20,648.00 $ 3,435.14 $ 27,481.12 $ 3,227.95 $ 25,823.63 $ 4,461.60 $ 35,692.80 $ 4,030.71 $ 32,245.69 $ 5,390.00 $ 43,120.00 23 Increase/Decrcase Foundation FI7 in depth by I' increments LF 1 32 $ 202.75 $ 6,48KI4 $ 202.89 $ 6,492.60 S 140.00 $ 4,480.00 $ 211.52 S 6,768.64 $ 202.16 $ 6,469.09 $ 277.20 $ 8,870.40 $ 246.61 $ 7,891.53 $ 264.00 $ 8,448.00 Foundation F18 f S&C Outdoor 1200 amp, 15kV, outdoor swhchgear - 24 labor and materials EA 8 $ 5,635.12 $ 45,080.98 $ I,639.89 $ 45,119.08 s 3,538.00 $ 28,304.00 $ 6,51T73 $ 52,14 L84 $ 5,867.01 $ 46,936.07 $ 8,01360 $ 64,108.80 $ 5,999.88 $ 47,999.08 $ 10,860.00 $ 86,880.00 (Dwg FOUNDATION -FI8) 73 EXHIBIT 1 Proposer's Name: Can-Fer Utility Services, LLC- BAFO tilit Services, LLC Can-Fer Utility Inte rated Power Com an Chapman Construction Company, L.P. Great Southwestern Construction, Inc. Re -Con Co. a Texas Co Black & McDonald, Inc Blattner Energy, Inc. Grand Prairie, TX Grand Porte, TX North Platte, NE MrYinn , Texas Castle Rock, CO. Oklahoma City, Oklahoma Kansas City, MO Avon, Minnesota Principal Placc of Business (City and State): BELOW GRADE RL Ground grid installed in average types of soil, including soils with some 25 rock content, and includinga0 necessary its and all Cadweld maerial LF 136,045 $ 6.06 $ 823,798.45 $ 6.06 $ 824,755.77 $ 7.00 $ 952,315.00 $ 5.40 $ 734,643.00 $ 8.41 $ 1,144,543.18 $ 8.80 $ 1,197,196.00 $ 13.61 $ 1,852,235.62 S 12.00 $ 1,632,540.00 (4/0 CU m be supplied by Owner) 26 Rock trenching adder for installing ground grid in solid formations using rocky bockfill material. LF 26,000 $ 1.49 $ 38,683.93 $ 1.86 $ 48,416.47 $ 10.00 $ 260,000.00 S 1.61 $ 41,860.00 $ 6.20 $ 161,232.09 $ 3.20 $ 83,200.00 $ 10.14 $ 263,599.35 S 6.25 $ 162,500.00 Ground rod installed in average types of soil, including soils with some 27 rock content, and including all necessary Cadweld matenal (rods to be EA 968 $ 119.67 $ 115,843.70 $ 119.82 $ 115,981.22 $ 139.00 $ 134,552.00 $ 102.96 $ 99,665.28 $ 94.04 $ 91,029.74 $ 30.00 $ 29,040.00 $ 179.17 $ 173,439.93 $ 111.00 $ 107,448.00 u liedb Owner 28 Ground grid Swage compression fitting installafion EA 1,000 $ 26.04 $ 26,037.26 $ 29.79 $ 29,794.75 $ 17.00 $ 17,000.00 $ 37.59 $ 37,590.00 $ 23.06 $ 23,061.94 $ 16.00 $ 16,000.00 $ 30.42 $ 30,415.31 $ 50.00 $ 50,000.00 29 Cr dand instsff din rock inchiding all necessary Cadweld mammal (rods to be supplied by Owner) EA 159 $ 322.66 $ 51,303.49 $ 360.17 $ 57,266.61 $ 395.00 $ 62,805.00 $ 380.28 $ 60,464.52 $ 140.16 $ 22,285.90 $ 60.00 $ 9,540.00 $ 331.25 $ 52,668.75 $ 975.00 $ 155,025.00 30 2" Schedule 40 PVC Underground: Labor Installed (Conduit Owner- fmished) LF 14,192 $ 3.26 $ 46,218.66 $ 3.26 $ 46,277.50 $ 6.00 $ 85,152.00 $ 3.01 $ 42,717.92 $ 3.23 $ 45,821.31 $ 3.00 $ 42,576.00 $ 5.63 $ 79,836.72 $ 5.75 $ 81,604.00 31 2.5" Schedule 40 PVC U.derso..d: Labor Installed (Conduit Owner- LF 34,791 $ 3.26 $ 113,296.07 $ 3.26 $ 113,440.31 $ 6.00 $ 208,746.00 $ 3.01 $ 104,720.91 $ 3.23 $ 112,328.72 $ 3.50 $ 121,768.50 $ 5.63 $ 195,715.86 $ 7.50 $ 260,93250 fiun shed) 32 fomished) Schedule 40 PVC Undergound: Labor Installed (Conduit Owner- f LF 100 $ 5.62 $ 561.66 $ 5.62 $ 562.38 $ 6.00 $ 600.00 $ 3.76 $ 376.00 $ 3.23 $ 322.87 $ 3.50 $ 350.00 $ 6.64 $ 663.93 $ 8.75 $ 875.00 33 4" Schedule 40 PVC Underground: Labor Installed (Conduit Owner- fiunished) LF 20,794 $ 4.56 $ 94,903.43 $ 4.57 $ 95,024.25 $ 6.00 $ 124,764.00 $ 4.51 $ 93,780.94 $ 5.07 $ 105,501.00 $ 4.00 $ 83,176.00 $ 6.64 $ 138,057.97 $ 10.00 $ 207,940.00 34 ffi.iA minnrn> dine 40 PVC Underground: Labor Installed (Conduit Owner- f LF 104,657 $ 6.35 $ 664,658.22 $ 6.36 $ 665,504.39 $ 9.00 $ 941,913.00 $ 6.02 $ 630,035.14 $ 5.53 $ 579,262.46 $ 5,00 $ 523,285.00 $ 10.69 $ 1, 119,174.39 $ 14.00 $ 1,465,198.00 35 Conduit Backfill-ConcreteFtowable Fill- Delivered and Placed CY 16,627 $ 122.83 $ 2,042,281.38 $ 122.84 $ 2,042,438.85 $ 133.00 $ 2,211,391.00 $ 112.26 $ 1,866,547.02 $ 128.61 $ 21138,391.04 $ 80.00 $ 1,330,160.00 $ 171.52 $ 2,851,870.05 S 173.00 $ 2,876,471.00 36 Conduit Backfill- Native Material and Compacted CY 14,627 $ 52.07 $ 761,693.95 $ 57.35 $ 838,930.02 $ 34.00 $ 497,318.00 $ Mrs $ 439,980.16 $ 23.06 $ 337,327.01 $ 34.00 $ 497,318.10 $ 60.83 S 889,769.48 S 42.00 $ 614,334.00 37 Excavatwo for concrete flatwork and conduit CY 36,300 $ 40.92 $ 1,485,239.59 $ 4097 $ 1,487,130.43 $ 21.00 $ 762,300.00 $ 3T59 $ 1,364,517.00 $ 55.35 $ 2,009,156.32 $ 10.00 $ 363,000.00 $ 60.83 $ 2,208,757.51 S 36.00 S 1,306,800.00 ABOVE GRADE 138 KV Breaker installed i..indi.g all ba....... tions, jumpers, 38 equipment grounding and above ground conduit EA 70 $ 2,917.80 $ 204,246.16 $ 2,920.68 $ 204,447.36 $ 3,523.00 $ 246,610.00 $ 3,398.79 $ 237,915.30 $ 4,609.70 $ 322,679,12 $ 5,200.00 $ 364,000.00 $ 5,973.74 $ 418,162,09 $ 10,540,00 $ 737,800,00 (Dwg ELECO2 - ELO1) 138 KV High Bus Switch and Stand including a,L d y switch, manual 39 .pester, all buscorrections, eq,ip.- grounding and above Bound ,vduit EA 110 $ 2,533.05 $ 278,635.86 $ 2,536.28 $ 278,990.59 $ 5,356.00 $ 589,160.00 $ 3,398.79 $ 373,866.90 $ 5,218.54 $ 574,039.06 $ 4,800.00 $ 528,000.00 $ 3,610.75 $ 397,182.88 $ 8,840.00 $ 972,400.00 (Dwg L38-111IDS01) 138 KV Low Bus Switch and Stand including auxiliaryswitch, manual 40 operator, eUb.s connections, equipmem grounding and above sound ,vduit EA 67 $ 2,544.21 $ 170,462.21 $ 2,547.45 $ 170,679.22 $ 5,356.00 $ 358,852.00 $ 3,398.79 $ 227,718.93 $ 5,218.54 $ 349,641.97 $ 5,400.00 $ 361,800.00 $ 3,610.75 $ 241,920.48 $ 8,530.00 $ 571,510.00 (Dwg L38-LBDSOI) Substitute Motor Opemror for manual operator and auxiliary switch on 41 138kV Low or High Bus Switch EA 12 $ 61135 $ 7,336.24 $ 611.92 $ 7,343.05 $ 1,349.00 $ 16,188.00 $ 767.22 $ 9,206.64 $ 368.99 $ 4,427.89 $ 1,000.00 $ 12,000.00 $ 1,013.84 $ 12,166.12 $ 11,720.00 $ 140,640.00 (Dwg 138-ELEC25-EL01) 138 KV Transmission Takeoff Structure including sounding, momtivg and sounding arresters, co.stmcting arrester phasejumpers and 42 connecting if the line is present EA 30 S 4,634.63 $ 139,038.96 $ 4,64(53 $ 139,215.97 $ 2,472.00 $ 74,160.00 $ 6,015.01 $ 180,450.30 $ 6,218.44 $ 186,553.25 $ 16,000.00 $ 480,000.00 $ 6,506.87 $ 195,206.11 $ 17,360.00 $ 520,800.00 (Dwg 138-TOSO I) Constmct Transmission Takeoff Stmrnuejumpers that -ect the transmissiontine[, festation bus. Install ifoununission tine is present 43 (refs ro the OFM list; EA 110 $ 297.57 $ 32,732.55 $ 297.95 $ 32,774.22 $ 258.00 $ 28,380.00 $ 1,353.38 $ 148,871.80 $ 1,660.46 $ 182,650.57 $ 120.00 $ 13,200.00 $ 608.31 $ 66,913.68 S 2,120.00 $ 233,200.00 (Dwg 138-ELEC03-ELOI) 44 Must OHSWOlI) grounding 65, (Dwg (Dwg 65-OHSWOU EA 30 $ 1,115.88 $ 33,476.47 $ 1,117.30 $ 33,519.09 $ 1,030.00 S 30,900.00 $ 1,127.81 $ 33,834.30 $ 1,564.07 $ 46,922.12 $ 2,520.00 $ 75,600.00 $ 2,294.42 $ 68,832.68 $ 2,850.00 $ 85,500.00 138kV - 15 KV Transformer including all bus connections, equipment 45 sounding and above sound conduit( refer to OFM list) EA 16 $ 1,193.99 $ 19,103.91 $ 1,195.51 $ 19,128.23 $ 4,120.00 $ 65,920.00 $ 2,631.57 $ 42,105.12 $ 4,552.43 $ 72,838.84 $ 5,000.00 $ 80,000.00 $ 9,046.43 S 144,742.81 S 12,280.00 $ 196,480.00 (Dwg 138-ELEC24-EL01) 46 Control Budding including all equipment sounding and above sound EA 10 $ 1,710.52 $ 17,105.18 $ 1,712.00 $ 17,119.95 $ 4,120.00 S 41,200.00 $ 3,759.38 $ 37,593.80 $ 1,383.72 $ 13,837A6 $ 5,000.00 $ 50,000.00 $ 4,802.98 $ 48,029.82 $ 4,550.00 $ 45,500.00 conduit (refer to OFM tilt) Distnbution Switchgesr Enclosure including all bus connections, 47 equipment sounding and above sound conduit (refer to OFM list) EA 20 $ 1,733.09 $ 34,661.73 $ 1,734.94 $ 34,699.95 $ 4,120.00 $ 82,400.00 $ 3,759.38 $ 75,187.60 $ 2,564.49 $ 51,289.76 $ 500.00 $ 10,000.00 $ 8,687.32 $ 173,746.43 S 15,170.00 $ 303,400.00 (Dwg 138-ELEC24-EL01) 48 3/8" EHS Statie wire installation between the 65'stce1 static pole and LF 17,810 $ 3.79 $ 67,484.85 $ 5.66 $ 100,736.05 $ 2.00 $ 35,620.00 $ 2.93 $ 52,183.30 $ 4.61 $ 82,146.63 $ 1.00 $ 17,810.00 $ 6.76 $ 120,343.24 $ 4.75 $ 84,597.50 takeoff rower (Owner finished static wne, hardware, andjumpera) 49 138 kV Bus Support including insulator, bus wnnation and grounding EA 359 $ 189.70 $ 68,102.31 $ 189.94 $ 69,189.0r$515.00 $ 184,895.00 $ 300.75 $ 107,969.25 $ 304.42 $ 109,285.93 $ 260.00 $ 93,340,00 $ 506.92 $ 181,984.94 $ 2,300.00 $ 825,700.00 (Dwg 138-1PHBP01 & 138-1PLBP01) 74 EXHIBIT 1 Proposer's Name: Ptwapal Place of Busies, 138 kV CT with Stand including has connections, conduit, junction box, 50 grounding, single installation EA (Dwg 138-IPLCTP02-ER01 &138-IPLCTP02-SD01) 138 kV PT/CCVT with Stand icladmg bus convections, conduit, 51 junction box, grounding, single installation EA (Dwg 138-]PTP01) 52 15kV Bus Support including isulamrs, bus wvvtttions, and grounding LF (Dwg 15-3PBS01) withstand including bu.......tiovs, condit, juv.tiovding,singleinstallation EWTli1t1 EA 56-EL06) Wave Tmp Installation with Sood mclud'mg bus connections, conduit, 54 i-tion box. -.dine. smele installation EA " Aluminum Bus Pipe: Installed with NO dampcnivg cable (mainly al for 138kV has comets sad intersections) Aluminum Bus Pipe: htstelkd with NO dampening cable (mainly used 1381kV bus comers and intersections) to or fence post grounding -Labor to ground sad convect to grid �' materials, and restnmtion based on drawing esnmates EVALUATION TOTAL Estimated mobilization five upon receipt of-tice m proceed (days) Nomber of projects that can be eovstos-d.... orte.0y Evaluation 20 Compliance with Specifications 20 Probable Performance 60 Price 100 TOTALEVALUATEDSOME 52 179 16 12 4 Castle Rock, CO. Oklahoma City, ,. , Avon, Minaesom ®®®® •� II '. • ' II ®®®® II II :• II II ®® III '� 'l ll ®®®®®®®®®®®®®®®® ®®®®® � • I I ®®®® 'II II ®®® • III '. ®®®®®®®®®®®®®®® • • III ®®®®'. I1®® ', III®®'. I1I ', •.I I®® .•II '. • II ����� '. ,� I I � ', I •, I �� ', I I '. I III II ��� '. :III II ®®® I I . ®®®®®®® III ® • I I.• ® • III --20,304,520.29- - !3E oti� oat it 20.01 20.0 1 1 20.0 120.0 20.0 20.0 20.0 20.0 20.0 20.0 1].0 18.0 18.0 18.0 16.0 10.0 60.0 59.1 60.0 56.5 62.1 6D6 39.6 31.8 100.0 99.1 9].0 99.5 90.1 88.6 ]4.6 61.8 75 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC WORKS CONTRACT FOR ELECTRIC SUBSTATION CONSTRUCTION SERVICES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6085-AWARDED TO CAN-FER UTILITY SERVICES, LLC IN THE THREE (3) YEAR NOT -TO -EXCEED AMOUNT OF AMOUNT OF $17,620,000). WHEREAS, the City has solicited, received and tabulated competitive proposals for the construction of public works or improvements in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described proposal is the highest scored proposal for the construction of the public works or improvements described in the Request for Proposal (RFP) document and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive proposal for the construction of public works or improvements, as described in the "Request for Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the RFP number assigned hereto, are hereby accepted and approved: RFP NUMBER CONTRACTOR AMOUNT 6085 Can-Fer Utility Services, LLC $17,620,000 SECTION 2. The acceptance and approval of the above competitive proposals shall not constitute a contract between the City and the person submitting the proposal for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Proposers including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the proposals accepted and approved herein, provided that such contracts are made in accordance with the Notice to Proposers and Request for Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. 76 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 RFP 6085 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the above competitive proposals and the execution of contracts for the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved proposals and authorized contracts executed pursuant thereto. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 77 EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CAN-FER UTILITY SERVICES, LLC (RFP 6085) THIS CONTRACT is made and entered into this date by and between Can-fer Utility Services, LLC, a corporation, whose address is 3340 Roy Orr Boulevard, Grand Prairie, TX 75050, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a Texas Municipal Corporation and Home -Rule City, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and the 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 construction services in accordance with the City's RFP# 6085 — Substation Construction Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as "Exhibit B". 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 Request for Proposal # 6085 (Exhibit "B" on file at Office of Purchasing Agent) (c) General Provisions -Standard Terms and Conditions (Exhibit "C"); (d) Insurance Requirements (Exhibit "D"); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Individual Project Initiation Process (Exhibit "F") (g) Contractor's Proposal. (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 this written Contract, and then to the Contract documents in the sequential order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year and day first above written. RFP # 5142 78 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 "CONTRACTOR" Can-Fer Utility Services, LLC DocuSigned by: By: cafw AUT IV5SMNATURE TYPED NAME: Roger carter TITLE: Sr. Director - Business operations 972-484-4344 PHONE NUMBER roger.carter can- er.com Eo ' i�o9RESS Texas Ethic Commission Certificate Number CITY OF DENTON, TEXAS A Texas Municipal Corporation Lo ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: LDocuSigned by: �6L4, 6 0 C821996C2A2B439... RFP # 5142 HOWARD MARTIN INTERIM CITY MANAGER 79 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 EXHIBIT A SPECIAL TERMS AND CONDITIONS 1. Total Contract Amount The Contract total for services shall not exceed $17,620,000. 2. Contract Term The contract term is for a one (1) year period. The City and the Contractor shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date in accordance with the provision of the section titled "price adjustments", or the section(s) titled "termination". At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Pricing Pricing shall be per Exhibit G attached. 4. Price Adjustments Prices must be firm for a period of one year from date of contract award. After the first year, adjustments to unit prices may be proposed at the start of any project in accordance with the indices and methods that follow in this section. Any request for price adjustment must be based on the, 1) U.S. Energy Information Administration (EIA) prior 52 week average for Midwest (PADD 2) for retail diesel (on -highway) — all types 2) U.S Department of Labor, Bureau of Labor Statistics, Employment Cost Index (ECI) for Total Compensation, Private Industry Construction Workers (CIU2012300000000A) as found at (http://www.bls.gov). The price will be increased or decreased based upon the annual percentage change in the ECI and/or diesel average. The escalation will be determined annually at the renewal date. Should the ECI and/or diesel average change exceed a minimum threshold value of +/-1 %, then the stated eligible prices shall be adjusted in accordance with the ECI and/or diesel change. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Base line pricing for labor and equipment are established in Exhibit G which will be used to calculate price adjustments. 5. Retainage The City is required to withhold retainage for public works contracts. The City may opt for waive retainage for any project less than $400,000. Each Purchase Order issued will retain 5% of the value. The retainage will be withheld by the Owner from each progress payment until final completion of the Work by the Contractor, approval of final completion by the Owner's Representative Engineer, and final acceptance of the Work by the Owner. Retainage will be released upon 1) acceptance of the submission of a request for release by the Contractor that includes a lien release and waiver and 2) a written consent from the surety. RFP # 5142 80 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 In the event that work on a project must be suspended by the City, for reasons not related to the Contractors work, for more than 90 ninety days, they City may elect to partially release retainage for the accrued construction units that are complete. 6. Payment and Performance Bonds Contractor shall submit payment and performance bonds for 110% of each specific Substation project before work commences on the City provided forms. Each project performance bond shall be for two (2) years from the date of final completion and acceptance by the City. The bond value will be based upon the project plan accepted by the City for each substation. Bonds shall be submitted in accordance with Exhibit F. RFP # 5142 81 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 EXHIBIT C GENERAL PROVISIONS- TERMS AND CONDITIONS FOR FACILITY CONSTRUCTION SERVICES Invoices, Payments, and Releases 1. INVOICES AND PAYMENT PROCESSING: Payment processing: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty (30) days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The thirty (30) day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever date is later. Direct deposit for payments: Prime Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.dentoaurchasin .cg om. Invoices: Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299 with a copy to the attention of Chris Lutrick, City of Denton Electric Department, 1701C Spencer Road, Denton, TX 76209. The copy may also be emailed to Mr. Lutrick at chris.lutrick@cityofdenton.com. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. Invoices for partial payments on construction projects should normally be presented for payment within the first five (5) days of the month, and submitted on the Pay Application Form. 2. TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Prime Contractor performing work under this Contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95-0.07 and #95-0.09. 3. PAYMENTS TO CONTRACTORS: A. Upon presentation of valid invoices, which should be within the first week of each month, the Owner shall make partial payments to the Prime Contractor for construction accomplished during the preceding calendar month on the basis of completed construction certified to by the Prime Contractor and approved by the Owner and Architect/Engineer solely for the purposes of payment. Provided, however, that such RFP # 5142 82 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 approval shall not be deemed approval of the workmanship or materials. Only ninety- five percent (95%) of each payment request approved during the construction of the project shall be paid by the Owner to the Prime Contractor prior to completion of the Project. Upon the approval by the Owner of the Prime Contractor's "Final Invoice for Payment" showing the total cost of the construction performed, the Owner shall make payment to the Prime Contractor of all amounts to which the Prime Contractor shall be entitled there under which shall not have been paid: Provided, however, that such final payment shall be made not later than ninety (90) days after the date of completion of construction of the Project, as specified in the Final Invoice for Payment, unless withheld because of the fault of the Prime Contractor. B. The Prime Contractor shall be paid on the basis of the percentage of the work actually completed for each construction item. The total amount paid for periodic billings shall not exceed the maximum Contract price for the construction of the project as set forth in the Contract, unless such excess shall have been approved in writing by the Purchasing Agent as part of a change order. C. No payment shall be due while the Prime Contractor is in default in respect of any of the provisions of this Contract, and the Owner may withhold from the Prime Contractor the amount of any claim by any third party against either the Prime Contractor or the Owner based upon an alleged failure of the Prime Contractor to perform the work hereunder in accordance with the provisions of this Contract. This includes, without limitation, the alleged failure of the Prime Contractor to make payments to subcontractors. 4. RELEASE OF LIENS AND CERTIFICATE OF CONTRACTOR: Upon award of the Contract, the Prime Contractor shall inform the Owner of the subcontractors and material sources that will be used. Upon the completion by the Prime Contractor of the construction of the Project, but prior to final payment to the Prime Contractor, the Prime Contractor shall deliver to the Owner releases of all liens, and of rights to claim any lien, from all manufacturers, materiamen and subcontractors furnishing services or materials for the Project, to the effect that all materials or services used on or for the Project have been paid for and indicating that the Owner is fully released from all such claims. 5. PAYMENTS TO MATERIALMEN AND SUBCONTRACTORS: The Prime Contractor shall pay each materialman, and each subcontractor, if any, not later than five (5) days after receipt of any payment from the Owner, the amount thereof allowed the Contractor for and on account of materials furnished or construction performed by each materialman or each subcontractor. 6. REMEDIES: A. Completion of Prime Contractor's Default If default shall be made by the Prime Contractor or by any subcontractor in the performance of any of the terms of this proposal, the Owner, without in any manner limiting its legal and equitable remedies in the circumstances, may serve upon the Prime Contractor and the Surety or Sureties upon the Prime Contractor's bond or bonds a written notice requiring the Prime Contractor to cause such default to be corrected RFP # 5142 83 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 forthwith. Unless within twenty (20) days after the service of such notice upon the Prime Contractor such default shall be corrected or arrangements for the correction thereof satisfactory to the Owner and/or Architect/Engineer shall be made by the Prime Contractor or its Surety or Sureties, the Owner may take over the construction of the Project and prosecute the same to completion by Contract or otherwise for the account and at the expense of the Prime Contractor, and the Prime Contractor and its Surety or Sureties shall be liable to the Owner for any cost or expense in excess of the Contract price occasioned thereby. In such event the Owner may take possession of and utilize, in completing the construction of the project, any materials, supplies, and appliances which may be situated at the site of the Project and for which the Owner has paid the prime contractor. The Owner in such contingency may exercise any rights, claims or demands which the Prime Contractor may have against third persons in connection with this Contract and for such purpose the Prime Contractor does hereby assign, transfer and set over unto the Owner all such rights claims and demands. B. Liquidated Damages The time of the completion of construction of the Project is of the essence of the Contract. Should the Prime Contractor neglect, refuse or fail to complete the construction within the time herein agreed upon, after giving effect to extensions of time, if any, herein provided, then, in that event and in view of the difficulty of estimating with exactness damages caused by such delay, the Owner shall have the right to deduct from and retain out of such money which may be then due or which may become due and payable to the Prime Contractor the sum of FIVE HUNDRED DOLLARS $5( 00.00) per day for each and every day, including weekends, that such construction is delayed on its completion beyond the specified time, as liquidated damages and not as a penalty; if the amount due and to become due from the Owner to the Prime Contractor is insufficient to pay in full any such liquidated damages, the Prime Contractor shall pay promptly, after ten (10) days receipt of written demand, to the Owner the amount necessary to effect such payment in full: Provided, however, that the Owner shall promptly notify the Prime Contractor in writing of the manner in which the amount retained, deducted or claimed as liquidated damages was computed. C. Cumulative Remedies Every right or remedy herein conferred upon or reserved to the Owner shall be cumulative, shall be in addition to every right and remedy now or hereafter existing at law or in equity or by statute, and the pursuit of any right or remedy shall not be construed as an election. Provided, however, that the provisions of the REMEDIES SECTION shall be the exclusive measure of damages for failure by the Prime Contractor to complete the construction of the Project within the time herein agreed upon. RFP # 5142 84 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 CITY OF DENTON GENERAL CONDITIONS FOR CONSTRUCTION ARTICLE 1 GENERAL PROVISIONS GENERAL DEFINITIONS 1.1 The following definitions apply throughout these General Conditions and to the other Contract Documents: a) THE CONTRACT DOCUMENTS The Contract Documents consist of the formal Building Construction Services Agreement between the Owner and the Prime Contractor, these General Conditions and other supplementary conditions included by special provisions or addenda, drawings, specifications, addenda issued prior to execution of the Contract, other documents listed in the Contract, and Amendments issued after execution of the Contract. For purposes of these General Conditions, an Amendment is: (1) a written Supplemental Agreement to the Contract signed by authorized representatives of both parties; (2) a Change Order, including Change Orders signed only by the Owner as described in Subparagraph 7.1(b) and Subparagraph 7.1(e); or (3) a written order for a minor change in the Work issued by the Architect/Engineer as described in Paragraph 7.3. The Contract Documents also include bid documents such as the Owner's Instructions to Bidders, sample forms, the Prime Contractor's Bid Proposal and portions of addenda relating to any of these documents, and any other documents, exhibits or attachments specifically enumerated in the Building Construction Services Agreement, but specifically exclude geotechnical and subsurface reports that the Owner may have provided to the Prime Contractor. b) THE CONTRACT The Contract Documents, as defined in Paragraph 1. 1, are expressly incorporated into and made a part of the formal Building Construction Services Agreement between the Owner and the Prime Contractor by reference in this Paragraph and Paragraph 1.1 (which documents are sometimes also referred to collectively in these General Conditions as the "Contract"). The Contract Documents represent the entire and integrated agreement between the Owner and the Prime Contractor and supersede all prior negotiations, representations or agreements, either written or oral. The terms and conditions of the Contract Documents may be changed only by an Amendment. The Contract Documents shall not be construed to create a contractual relationship of any kind: (1) between the Architect/Engineer and Prime Contractor; RFP # 5142 85 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (2) between the Owner and a Subcontractor or -subcontractor; or (3) between any persons or entities other than the Owner and Prime Contractor. The Architect/Engineer shall, however, be entitled to performance and enforcement of obligations under the Contract Documents intended to facilitate performance of the Architect/Engineer's duties. c) THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all labor, materials, equipment, and services provided or to be provided by the Prime Contractor, or any Subcontractors, Sub -subcontractors, material suppliers, or any other entity for whom the Prime Contractor is responsible, to fulfill the Prime Contractor's obligations. The Work may constitute the whole or apart of the Project. d) THE PROJECT The Project is the total construction more particularly described in the Building Construction Services Agreement, of which the Work performed under the Contract Documents may be the whole or a part of the Project and which may include construction by the Owner or by separate contractors. All references in these General Conditions to or concerning the Work or the site of the Work will use the term "Project," notwithstanding that the Work may only be a part of the Project. e) THE DRAWINGS The Drawings (also known as the "Plans") are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. f) THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work, performance of related services, and other technical requirements. g) THE PROJECT MANUAL The Project Manual is the volume or volumes which contain the bidding requirements, sample forms, General Conditions for Building Construction, special provisions, and Specifications. The Project Manual may be modified by written addendums issued by the Owner during bidding, in which case the written addendums become a part of the Project Manual upon their issuance, unless otherwise indicated by the Owner in writing. RFP # 5142 86 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 h) ALTERNATE An Alternate is a variation in the Work on which the Owner requires a price separate from the City Building General Conditions Base Bid. If an Alternate is accepted by the Owner, the variation will become a part of the Contract through the execution of a change order or amendment to the Contract and the Base Bid will be adjusted to include the amount quoted. If an alternate is accepted by the Owner, and later deleted prior to any Work under the alternate being performed or materials delivered to the Project site, the Owner will be entitled to a credit in the full value of the alternate as priced in the Prime Contractor's Bid. i) BASE BID The Base Bid is the price quoted for the Work before Alternates are considered. j) HAZARDOUS SUBSTANCE The term Hazardous Substance is defined to include the following: (1) any asbestos or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non -friable; (2) any polychlorinated biphenyls ("PCBs"), or PCB -containing materials, or fluids; (3) radon; (4) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or solid, liquid or gaseous waste; (5) any pollutant or contaminant (including but not limited to petroleum, petroleum hydrocarbons, petroleum products, crude oil or any fractions thereof, any oil or gas exploration or production waste, any natural gas, synthetic gas or any mixture thereof, lead, or other toxic metals) which in its condition, concentration or area of release could have a significant effect on human health, the environment, or natural resources; (6) any substance that, whether by its nature or its use, is subject to regulation or requires environmental investigation, monitoring, or remediation under any federal, state, or local environmental laws, rules, or regulations; (7) any underground storage tanks, as defined in 42 U.S.C. Section 6991(1)(A)(I) (including those defined by Section 9001(1) of the 1984 Hazardous and Solid Waste Amendments to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Texas Water Code Annotated Section 26.344; and Title 30 of the RFP # 5142 87 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 Texas Administrative Code Sections 334.3 and 334.4), whether empty, filled or partially filled with any substance; and (8) any other hazardous material, hazardous waste, hazardous substance, solid waste, and toxic substance as those or similar terms are defined under any federal, state, or local environmental laws, rules, or regulations. k) OTHER DEFINITIONS As used in the Contract Documents, the following additional terms have the following meanings: (1) "provide" means to furnish, install, fabricate, deliver and erect, including all services, materials, appurtenances and other expenses to complete in place, ready for operation or use; (2) "shall" means the action of the party to which reference is being made is mandatory; (3) "as required" means as prescribed in the Contract Documents; and (4) "as necessary" means all action essential or needed to complete the work in accordance with the Contract Documents and applicable laws, ordinances, construction codes, and regulations. 1.2 EXECUTION, CORRELATION AND INTENT (a) The Building Construction Services Agreement shall be signed by duly authorized representatives of the Owner and Prime Contractor as provided in the Agreement. (b) Execution of the Building Construction Services Agreement by the Prime Contractor is a representation that the Prime Contractor has visited the site, has become familiar with local conditions, including but not limited to subsurface conditions, under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. (c) The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Prime Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Prime Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. (d) Organization of the Specifications into divisions, sections, and articles, and arrangement of Drawings shall not control the Prime Contractor in dividing the Work among Subcontractor(s) or in establishing the extent of Work to be performed by any trade. RFP # 5142 88 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (e) Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. (f) The Drawings and Specifications are intended to agree with one another, and Work called for by Drawings and not mentioned in Specifications, or vice versa, shall be furnished as if set forth by both. Specifications shall govern materials, methods and quality of work. In the event of a conflict on the Drawings between scale and dimension, figured dimensions shall govern over scale dimensions and large scale drawings shall govern over small scale drawings. Conflict between two or more dimensions applying to a common point shall be referred to the Architect/Engineer/Engineer for final adjustment. If discrepancies or conflicts occur within or between the Drawings and Specifications regarding the Work, or within or between other Contract Documents, the Prime Contractor shall not perform such Work without having obtained a clarification from the Architect/Engineer and resolution by the Owner. The Owner's decision as to the appropriate resolution of a conflict or discrepancy shall be final. Should the Drawings or the Specifications disagree within themselves or with each other; the Base Bid will be based on the most expensive combination of quality and quantity of Work indicated. (g) Deviations from Contract Documents shall be made only after written approval is obtained from Architect/Engineer and Owner, as provided in Article 7. (h) The intention of the Contract Documents is to include all materials, labor, tools, equipment, utilities, appliances, accessories, services, transportation, and supervision required to completely perform the fabrication, erection and execution of the Work in its final position. (i) The most recently issued Drawing or Specification takes precedence over previous issues of the same Drawing or Specification. In the event of a conflict, the order of precedence of interpretation of the Contract Documents is as follows: (1) Amendments (see Paragraph 7.2 for order of precedence between Amendments); (2) the Building Construction Services Agreement; (3) addenda, with those addenda of later date having precedence over those of an earlier date; (4) the Supplementary General Conditions and Special Provisions, if any; (5) the General Conditions for Building Construction; (6) Othe Specifications and Drawings. RFP # 5142 89 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 1.30WNERSHIP AND USE OF ARCHITECT/ENGINEER'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS All Drawings, Specifications, and copies thereof furnished by the Architect/Engineer are and shall remain the property of the Owner and are, with the exception of the Contract set for each party, to be returned to the Owner upon request at the completion of the Work. 1.4 CAPITALIZATION Terms capitalized in these General Conditions include those which are: (1) specifically defined in these General Conditions (except the terms defined in Subparagraph 1.10), which terms are of common grammatical usage and are not normally capitalized); (2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs, and Clauses; (3) the titles of other documents published or used by the Owner as manuals or official policy statements; or (4) proper nouns or other words required under standard grammatical rules to be capitalized. ARTICLE 2 - THE OWNER 2.1 DEFINITION OF OWNER The Owner is the City of Denton, a Texas municipal corporation, and is identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representatives. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER (a) The Owner shall furnish the most recent survey describing the physical characteristics, legal limits, utility locations, and a permanent benchmark for the site of the Project. The Owner shall also furnish any environmental site assessments that may have been given to the Owner or conducted for the property upon which the Project is to be constructed. THIS INFORMATION IS FURNISHED TO THE PRIME CONTRACTOR ONLY IN ORDER TO MAKE DISCLOSURE OF THIS MATERIAL AND FOR NO OTHER PURPOSE. BY FURNISHING THIS MATERIAL, THE OWNER DOES NOT REPRESENT, WARRANT, OR GUARANTEE ITS ACCURACY EITHER IN WHOLE, IN PART, IMPLICITLY OR EXPLICITLY, OR IN ANY OTHER WAY, AND THE OWNER SHALL HAVE NO LIABILITY FOR THIS MATERIAL. (b) Except for permits and fees which are provided for in Subparagraph 3.7(a), the Owner shall secure and pay for necessary approvals, easements, assessments, and charges RFP # 5142 90 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 required for construction, use, or occupancy of permanent structures or for permanent changes in existing facilities. (c) Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in the orderly progress of the Work. It is incumbent upon the Prime Contractor to identify, establish, and maintain a current schedule of latest dates for submittal and approval, as required in Paragraph 3.10, including when such information or services must be delivered. If Owner delivers the information or services to the Prime Contractor as scheduled and Prime Contractor is not prepared to accept or act on such information or services, then Prime Contractor shall reimburse Owner for all extra costs incurred of holding, storage, or retention, including redeliveries by the Owner to comply with the current schedule. (d) Unless otherwise provided in the Contract Documents, the Prime Contractor will be furnished electronic copies of the Drawings and Specifications for bid purposes and one hard copy approved by Building Inspections upon execution of the Contract. Prime Contractor may obtain additional copies by paying the cost of additional printing or reproduction. (e) The obligations described above are in addition to other duties and responsibilities of the Owner enumerated in the Contract Documents and especially those in respect to Article 6 (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion), and Article 11 (Insurance and Bonds). (f) The Owner shall forward all instructions to the Prime Contractor through the Architect/Engineer, except for the Owner's Notice to Proceed and the Owner's decision to carry out Work as described in Paragraph 2.4. (g) The Owner's employees, agents, and consultants may be present at the Project site during performance of the Work to assist the Architect/Engineer in the performance of the Architect/Engineer's duties and to verify the Prime Contractor's record of the number of workmen employed on the Work, their occupational classification, the time each is engaged in the Work, the equipment used in the performance of the Work, and for purpose of verification of Prime Contractor's Applications for Payment. 2.3 OWNER'S RIGHT TO STOP THE WORK If the Prime Contractor fails to correct any portion of the Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or refuses or fails to carry out all or any part of the Work in accordance with the Contract Documents, the Owner, by written order, may order the Prime Contractor to stop the Work, or any portion of the Work, until the cause for the order has been eliminated. The right of the Owner however, to stop the Work shall not create or imply a duty on the part of the Owner to exercise this right for the benefit of the Prime Contractor or any other person or entity. The rights of the Owner under this Paragraph 2.3 shall be in addition to, and not in restriction of, the Owner's rights under Paragraph 12.2. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Prime Contractor fails or refuses to carry out the Work or perform any of the terms, covenants, or obligations of the Contract Documents, and fails or refuses to correct any RFP # 5142 91 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 failure or refusal with diligence and promptness within fourteen (14) days after receipt of written notice from the Owner, the Owner may correct the Prime Contractor's failure or refusal or cause such failure or refusal to be corrected, without affecting, superseding, or waiving any other contractual, legal, or equitable remedies the Owner has, including but not limited to the Owner's termination rights under Article 13. In that case, an appropriate Change Order will be issued deducting the Owner's cost of correction, including Architect/Engineer's compensation for additional services and expenses made necessary by the failure or refusal of the Prime Contractor from payments then or thereafter due to the Prime Contractor. The cost of correction is subject to verification (but not approval) by the Architect/Engineer. If payments then or thereafter due the Prime Contractor are not sufficient to cover the cost of correction, the Prime Contractor shall pay the difference to the Owner. 2.5 NOTICE TO PROCEED After final execution of the Contract and receipt and approval of the required performance and payment bonds and evidence of required insurance, the Owner will issue a written Notice to Proceed with the Work, including the designated Contract Time within which Substantial Completion of the Work must be achieved. If the Owner unreasonably delays issuance of a written Notice to Proceed through no fault of the Prime Contractor, the Prime Contractor shall be entitled only to an equitable adjustment of the Contract Time, if properly claimed pursuant to the requirements of Paragraph 4.3; but the Prime Contractor shall not be entitled to any increase to the Contract Sum whatsoever for this reason. ARTICLE 3 - THE CONTRACTOR 3.1 DEFINITION OF CONTRACTOR The Prime Contractor is the person or business entity identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term "Prime Contractor" means the Prime Contractor or the Prime Contractor's authorized employees or representatives. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR (a) The Prime Contractor shall carefully check, study, and compare the Contract Documents with each other and shall at once report to the Architect/Engineer in writing any inconsistency, ambiguity, error, omission, conflict, or discrepancy the Prime Contractor may discover. The Prime Contractor shall also verify all dimensions, field measurements, and field conditions before laying out the Work. The Prime Contractor will be held responsible for any subsequent error, omission, conflict, or discrepancy which might have been avoided by the above -described check, study, comparison, and reporting. In the event the Prime Contractor continues to work on an item where an inconsistency, ambiguity, error, omission, conflict, or discrepancy exists without obtaining such clarification or resolution or commences an item of the Work without giving written notice of an error, omission, conflict, or discrepancy that might have been avoided by the check, study, and comparison required above, it shall be deemed that the Prime RFP # 5142 92 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 Contractor bid and intended to execute the more stringent, higher quality, or state of the art requirement, or accepted the condition "as is" in the Contract Documents, without any increase to the Contract Sum or Contract Time. The Prime Contractor shall also be responsible to correct any failure of component parts to coordinate or fit properly into final position as a result of Prime Contractor's failure to give notice of and obtain a clarification or resolution of any error, omission, conflict, or discrepancy, without any right to any increase to the Contract Sum or Contract Time. (b) The Prime Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pursuant to Paragraph 3.12. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES (a) The Prime Contractor shall supervise and direct the Work, using the Prime Contractor's best skill and attention. The Prime Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work, unless the Contract Documents set forth specific instructions concerning these matters. (b) The Prime Contractor shall be responsible to the Owner for the acts and omissions of the Prime Contractor's employees, Subcontractors, Sub -subcontractors, and their respective agents and employees, and any other persons performing portions of the Work under a subcontract with the Prime Contractor, or with any Subcontractor, and all other persons or entities for which the Prime Contractor is legally responsible. All labor shall be performed by mechanics that are trained and skilled in their respective trades. Standards of work required throughout shall be of a quality that will bring only first class results. Mechanics whose work is unsatisfactory, or who are considered careless, incompetent, unskilled, or otherwise objectionable shall be dismissed promptly from the Work and immediately replaced with competent, skilled personnel. Any part of the Work adversely affected by the acts or omissions of incompetent, unskilled, careless, or objectionable personnel shall be immediately corrected by the Prime Contractor. (c) The Prime Contractor shall not be relieved of its obligation to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect/Engineer in the Architect/Engineer's administration of the Contract, or by tests, inspections, or approvals required or performed by persons other than the Prime Contractor. (d) The Prime Contractor shall be responsible for inspection of portions of Work already performed under this Contract to determine that such portions are in proper condition to receive subsequent Work. The Prime Contractor's responsibility under this paragraph will not in any way eliminate the Architect/Engineer's responsibility to the Owner under the Architect/Engineer/Owner Agreement. (e) Any Prime Contractor, Subcontractor, Sub -subcontractor, or separate contractor who commences Work over, in, or under any surface prepared by the Owner or by any other contractor, subcontractor, sub -subcontractor or any separate contractor, without the RFP # 5142 93 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 Prime Contractor having given written notice to the Architect/Engineer of the existence of any faulty surface or condition in the surface that prevents achieving the quality of workmanship specified by the Contract Documents and without having obtained the prior approval of the Architect/Engineer and the Owner to proceed is deemed to have accepted the surface or condition in the surface as satisfactory at the commencement of such Work. Any unsatisfactory Work subsequently resulting from such a faulty surface or condition in the surface that was not pre -approved by the Architect/Engineer or the Owner after notice as provided above may be rejected and replacement required, without any increase to the Contract Sum or Contract Time. (f) All grades, lines, levels, and benchmarks shall be established and maintained on an ongoing basis by the Prime Contractor. The Prime Contractor is solely responsible for any errors made in establishing or maintaining proper grades, lines, levels, or benchmarks. Contractor shall verify all grades, lines, levels, and dimensions as indicated on Drawings. He shall report any errors, omissions, conflicts, or inconsistencies to Architect/Engineer before commencing any Work affected by these conditions. Contractor shall establish and safeguard benchmarks in at least two widely separated places and, as Work progresses, establish benchmarks at each level and lay out partitions on rough floor in exact locations as guides to all trades. The Contractor shall, from the permanent benchmark provided by the Owner, establish and maintain adequate horizontal and vertical control. 3.4 LABOR AND MATERIALS (a) Except as is otherwise specifically provided in the Contract Documents as being the responsibility of the Owner, the Prime Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (b) The Prime Contractor shall enforce strict discipline and good order among the Prime Contractor's employees and all other persons carrying out the Contract. The Prime Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. (c) The Prime Contractor shall give preference, when qualified labor is available to perform the Work to which the employment relates, to all labor hired for the Project in the following order: (1) residents of the City of Denton, Texas; (2) residents of the County of Denton, Texas; RFP # 5142 94 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 3.5 WARRANTY (a) General Warranty. The Contractor warrants to the Owner that all Work shall be accomplished in a good and workmanlike manner and that all materials and equipment furnished under the Contract will be of good quality, new (unless otherwise specified), and free from faults or defects, and that the Work will otherwise conform to the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, will be considered defective or nonconforming. The Contractor's warranty excludes any remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Architect/Engineer, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The commencement date, duration, and other conditions related to the scope of this general warranty are established in Subparagraphs 9.9 (a) and 12.2(b) of these General Conditions. THE GENERAL WARRANTY PROVIDED IN THIS SUBPARAGRAPH IS IN ADDITION TO AND DOES NOT LIMIT OR DISCLAIM ANY OTHER WARRANTY OR REMEDY REQUIRED OR PROVIDED BY LAW OR THE CONTRACT DOCUMENTS AND SUCH WARRANTY SHALL REQUIRE THE CONTRACTOR TO REPLACE DEFECTIVE MATERIALS AND RE -EXECUTE DEFECTIVE WORK THAT IS DISCLOSED BY THE OWNER TO THE CONTRACTOR WITHIN A PERIOD OF TWO (2) YEARS AFTER SUBSTANTIAL COMPLETION OF THE ENTIRE WORK; OR, IF A LATENT DEFECT IS DISCOVERED WITHIN TWO YEARS OF SUBSTATIONAL COMPLETION OF THE ENTIRE WORK. (b) Special Warranties. The Contractor shall assign to the Owner in writing, as a condition precedent to final payment, the terms and conditions of all special warranties required under the Contract Documents. 3.6 TAXES The Owner qualifies for exemption from state and local sales and use taxes, pursuant to the provisions of Section 151.309 of the Texas Tax Code, as amended. Therefore, the Owner shall not be liable for, or pay the Contractor's cost of, such sales and use taxes which would otherwise be payable in connection with the purchase of tangible personal property furnished and incorporated into the real property being improved under the Contract Documents or the purchase of materials, supplies and other tangible personal property, other than machinery or equipment and its accessories and repair and replacement parts, necessary and essential for performance of the Contract which is to be completely consumed at the job site. The Contractor shall issue an exemption certificate in lieu of the tax on such purchases. 3.7 PERMITS, FEES AND NOTICES (a) The Architect/Engineer will apply and arrange for the issuance of the City of Denton Building Permit. The Prime Contractor and Subcontractors will apply and arrange for the issuance of all other required permits, and will not be required to pay a fee for any City of RFP # 5142 95 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 Denton permits required for the Project. The Owner will pay all service extension charges, including tap fees, assessed by the Water Utilities Department. (b) The Prime Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, and lawful orders of governmental entities or agencies applying to performance of the Work. (c) Except as provided in Subparagraph (d) below, it is not the Prime Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, ordinances, construction codes, and rules and regulations. However, if the Prime Contractor observes that portions of the Contract Documents are at variance with applicable laws, ordinances, construction codes, rules or regulations, the Prime Contractor shall promptly notify the Architect/Engineer and the Owner in writing, and necessary changes shall be accomplished by appropriate Amendment. (d) If the Prime Contractor performs Work knowing it to be contrary to laws, ordinances, construction codes, or rules and regulations without notifying the Architect/Engineer and the Owner, the Prime Contractor shall assume full responsibility for the Work and shall bear the attributable costs of the correction of the Work and any other Work in place that may be adversely affected by the corrective work. 3.8 ALLOWANCES (a) The Prime Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for the amounts identified in the Contract and by persons or entities as the Owner may direct, but the Prime Contractor shall not be required to employ persons or entities against which the Prime Contractor makes reasonable objection. (b) Unless otherwise provided in the Contract Documents: (1) materials and equipment under an allowance shall be selected promptly by the Owner to avoid delay in the Work; (2) the amount of each allowance shall cover the cost to the Prime Contractor of materials and equipment delivered at the site less all exempted taxes and applicable trade discounts; (3) the amount of each allowance includes the Prime Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance Work; (4) whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect: (i) the difference between actual costs and the allowances under Clause (b) (2); and RFP # 5142 96 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (ii) changes in Contractor's costs under Clause (b) (3); (5) the Owner retains the right to review and approve Subcontractors selected by the Prime Contractor to perform work activities covered by allowances. 3.9 SUPERINTENDENT The Prime Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project Site during performance of the Work. The superintendent shall represent the Prime Contractor, and communications given to the superintendent shall be as binding as if given to the Prime Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. The Owner reserves the right to request that the Prime Contractor replace its superintendent at any time and the Prime Contractor will replace said superintendent at the Owner's direction. 3.10 PRIME CONTRACTOR'S CONSTRUCTION SCHEDULES (a) The Prime Contractor shall, immediately after award of the Contract and before submittal of the first Application for Payment, prepare and submit the construction schedule for the Architect/Engineer's and Owner's information, review, and approval in accordance with the following provisions: (1) Unless otherwise approved in writing by the Owner, the construction schedule shall not exceed the Contract Time limits currently in effect under the Contract Documents and shall provide for expeditious and practicable execution of the Work. (2) The construction schedule shall include all shop drawing and submittal data requirements, indicating for each: (i) the latest date to be submitted by the Prime Contractor; and (ii) the latest date for approval by the Architect/Engineer. (3) The construction schedule shall be in the form of a critical path management schedule, and shall indicate each critical task (the "predecessor") of all the major construction activities of the Work in a logical and sequential order (the "project network") which requires completion prior to commencement of the task next following (the "successor"). Each task shall be identified with: (i) actual work time, exclusive of slack time, for accomplishment; (ii) the latest start date; (iii) the latest finish date; (iv) the amount of float associated with each task; (v) the amount of labor, material, and equipment associated with each task; and RFP # 5142 97 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (vi) the percentage of completion as of the date of the current schedule. (4) The construction schedule shall be revised and updated monthly to reflect the actual status of the Work and shall be submitted with each Application for Payment. (5) On or before the first day of each month, following the date of commencement of the Work as stated in the notice to proceed, the Prime Contractor shall prepare and submit to the Architect/Engineer and the Owner an up-to-date status report of the progress of the various construction phases of the Work in the form of an updated construction schedule. This status report shall consist of a time scale drawing indicating actual progress of the various phases of the Work and the percentage of completion of the entire Work. The original construction schedule shall be updated or changed to indicate any adjustments to the Contract Time granted by the Owner. The updated schedule must be submitted with the Prime Contractor's Application for Payment. No such application will be certified without a satisfactory update to the construction schedule. (6) The construction schedule will also be revised to show the effect of change orders and other events on Contract Time. No request for an increase in Contract Time will be considered unless it is accompanied by a schedule revision demonstrating the amount of time related to the cause of the request. If the Contractor's status schedules reflect that the Prime Contractor has fallen behind the pace required to complete the Work within the Contract Time, through no fault of the Owner, the Prime Contractor shall prepare a recovery schedule demonstrating how it intends to bring its progress back within the Contract Time. This recovery schedule shall be in a form acceptable to the Owner. (7) Costs incurred by the Prime Contractor in preparing and maintaining the required construction schedule, any updated schedule, and any recovery schedule required by the Owner will not be paid as an additional or extra cost and shall be included in the Contract Sum. (8) The Contract Sum is deemed to be based upon a construction schedule requiring the full Contract Time. NO CLAIM FOR ADDITIONAL COMPENSATION SHALL BE ALLOWED AS A RESULT OF THE PRIME CONTRACTOR BASING HIS BID ON AN EARLY COMPLETION SCHEDULE, OR AS A RESULT OF DELAYS AND COSTS ATTRIBUTABLE TO COMPLETION LATER THAN THE PLANNED EARLY COMPLETION DATE. (b) The Prime Contractor shall also prepare and keep current, for the Architect/Engineer's approval, a schedule of submittals which is coordinated with the Prime Contractor's construction schedule and allows the Architect/Engineer reasonable time to review submittals. (c) The Prime Contractor shall conform to the most recent schedules approved as to form by the Architect/Engineer and the Owner. Any subsequent revisions made RFP # 5142 98 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 by the Prime Contractor to schedules in effect shall conform to the provisions of Subparagraph 3.10(a) (d) If the Work falls behind the approved construction schedule, the Prime Contractor shall take such steps as may be necessary to improve his progress, and the Architect/Engineer and the Owner may require him to increase the number of shifts, overtime operations, days of work, or the amount of construction plant, and to submit for approval revised schedules in the form required above in order to demonstrate the manner in which the agreed rate of progress will be regained, all without additional cost to the Owner. 3.11 DOCUMENTS AND SAMPLES AT THE PROJECT SITE The Contractor shall maintain at the Project site for the Owner one record copy of the Drawings, Specifications, addenda, and Amendments in good order and marked currently to record changes and selections made during construction, and in addition shall maintain at the Project site approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be available to the Architect/Engineer and shall be delivered to the Architect/Engineer for submittal to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES (a) Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, materialmen, manufacturer(s), supplier(s), or distributor(s) to illustrate some portion of the Work. (b) Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. (c) Samples are physical examples which illustrate materials, equipment, or workmanship and establish standards by which the Work will be judged. (d) Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect/Engineer is subject to the limitations of Paragraph 4.2. (e) The Prime Contractor shall review, approve and submit to the Architect/Engineer Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner, or of separate contractors. Submittals made by the Prime Contractor which are not required by the Contract Documents may be returned without action. (f) The Prime Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawings, Product Data, Samples, or similar submittals until the RFP # 5142 99 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 respective submittal has been approved by the Architect/Engineer. Work requiring this submittal and review shall be in accordance with approved submittals and any identified exceptions noted by the Architect/Engineer. (g) By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Prime Contractor represents that the Prime Contractor has determined and verified materials, field measurements, and related field construction criteria, or will do so, and has checked and coordinated the information contained within submittals with the requirements of the Work and of the Contract Documents. The Prime Contractor's attention is directed to Paragraph 3.2 of these General Conditions and the requirements stated in that Paragraph. (h) The Prime Contractor shall not be relieved of responsibility for deviations, substitutions, changes, additions, deletions or omissions from requirements of the Contract Documents by the Architect/Engineer's approval of Shop Drawings, Product Data, Samples, or similar submittals unless the Prime Contractor has specifically informed the Architect/Engineer in writing of such substitutions, changes, additions, deletions, omissions, or deviations involved in the submittal at the time of submittal and the Architect/Engineer, subject to a formal Change Order signed by the Owner, Architect/Engineer and Prime Contractor, has given written approval to the specific substitutions, changes, additions, deletions, omissions, or deviations. The Prime Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals by the Architect/Engineer's approval thereof. Further, notwithstanding any approval of a submittal by the Architect/Engineer, the Prime Contractor shall be responsible for all associated Project costs, including costs of coordination's, modifications, or impacts, direct or indirect, resulting from any and all substitutions, changes, additions, deletions, omissions, or deviations, whether or not specifically identified by the Prime Contractor to the Architect/Engineer at the time of the above -mentioned submittals, including additional consulting fees, if any, in any and all accommodations associated with such substitutions, changes, additions, deletions, omissions, or deviations to the requirements of the Contract Documents. (i) The Prime Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to additional revisions other than those requested by the Architect/Engineer on previous submittals. In the absence of such written notice, the Architect/Engineer's approval of a resubmission shall not apply to the additional revisions not requested. (j) Informational submittals upon which the Architect/Engineer is not expected to take responsive action may be so identified in the Contract Documents. (k) When professional certification of performance criteria of materials, systems, or equipment is required by the Contract Documents, the Architect/Engineer shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 3.13 USE OF THE PROJECT SITE The Prime Contractor shall confine operations at the Project site to areas permitted by law, ordinances, permits, and the Contract Documents and shall not unreasonably encumber the Project site with materials or equipment. RFP # 5142 100 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 3.14 CUTTING AND PATCHING (a) The Prime Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. (b) The Prime Contractor shall not damage or endanger a portion of the Work or any fully or partially completed construction of the Owner or separate contractors by cutting, patching, or otherwise altering the construction, or by excavating. The Prime Contractor shall not cut or otherwise alter the construction by the Owner or a separate contractor except with the written consent of the Owner and of the separate contractor; consent shall not be unreasonably withheld. The Prime Contractor shall not unreasonably withhold from the Owner or a separate contractor the Prime Contractor's consent to cutting or otherwise altering the Work. (c) A "Hot Work Permit" must be obtained from the City of Denton's Facilities Management Department, 869 S. Woodrow Lane, Denton, Texas (940 349-7200) for any temporary operation involving open flames or producing heat and/or sparks. This includes, but is not limited to: Brazing, Cutting, Grinding, Soldering, Torch Applied Roofing and Welding. 3.15 CLEANING UP (a) The Prime Contractor shall keep the Project site and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. Upon the completion of the Work the Prime Contractor shall remove from and about the Project site all waste materials, and rubbish, and all of the Prime Contractor's tools, construction equipment, machinery, and surplus materials. (b) If the Prime Contractor fails to clean up as provided in the Contract Documents, the Owner may, at Owner's option, clean up the Project site, and the Owner's cost of cleaning up shall be charged to the Contractor. 3.16 ACCESS TO WORK The Prime Contractor shall provide the Owner and the Architect/Engineer access to the Work in preparation and progress wherever located during the course of construction. 3.17 TESTS AND INSPECTIONS (a) Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations, or orders of governmental entities or agencies having jurisdiction over the Work shall be made at appropriate times. Unless otherwise provided, the Prime Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner or with the appropriate governmental entity or agency, and the Prime RFP # 5142 101 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 Contractor shall bear all related costs of tests, inspections, and approvals. The Prime Contractor shall give the Architect/Engineer timely notice of when and where tests and inspections are to be made so the Architect/Engineer may observe such procedures. The Owner shall bear costs of tests, inspections, or approvals which become requirements after bids or proposals are received. (b) If the Architect/Engineer, the Owner or other public authorities having jurisdiction over the Work determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 3.17(a), the Architect/Engineer will, upon written authorization from the Owner, instruct the Prime Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Prime Contractor shall give timely notice to the Architect/Engineer of when and where tests and inspections are to be made so that the Architect/Engineer may observe such procedures. The Owner shall bear such costs except as provided in Subparagraph 3.17(c). (c) If procedures for testing, inspection, or approval under Subparagraphs 3.17(a) and 3.17(b) reveal deficiencies or nonconformities in the Work, the Prime Contractor shall bear all costs made necessary to correct the deficiencies or nonconformities, including those of repeated procedures and compensation for the Architect/Engineer's services and expenses, if any. The Prime Contractor shall bear the costs of any subsequent testing, inspection, or approval of the corrected Work. (d) Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Prime Contractor and promptly delivered to the Architect/Engineer. (e) If the Architect/Engineer is to observe tests, inspections or approvals required by the Contract Documents, the Architect/Engineer will do so promptly and, where practicable, at the normal place of testing or inspection. (f) Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 3.18 ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. CONTRACTOR SHALL COMPLETELY DEFEND, INDEMNIFY AND HOLD OWNER AND ARCHITECT/ENGINEER HARMLESS FROM ANY AND ALL LIABILITIES, SUITS OR CLAIMS FOR INFRINGEMENT OF PATENT RIGHTS, REGARDLESS OF WHETHER OR NOT THE OWNER OR THE ARCHITECT/ENGINEER SPECIFIED A PARTICULAR DESIGN, PROCESS OR PRODUCT IN THE CONTRACT DOCUMENTS THAT MAY BE THE SUBJECT OF A PATENT INFRINGEMENT OR OTHERWISE ACTIVELY INDUCED OR CONTRIBUTED TO THE PATENT INFRINGEMENT. In the event the Prime Contractor has reason to believe that a particular design, process or product specified infringes a patent, the Prime Contractor shall immediately notify the Owner and the Architect/Engineer of same. RFP # 5142 102 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 3.19 INDEMNIFICATION (a) THE PRIME CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES, AND THE ARCHITECT/ENGINEER, HARMLESS AGAINST ANY AND ALL CLAIMS, LIABILITIES, LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION OF THE PRIME CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, OR SUB -SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, OR REPRESENTATIVES, OR ANY OTHER PERSONS OR ENTITIES FOR WHICH THE PRIME CONTRACTOR IS LEGALLY RESPONSIBLE IN THE PERFORMANCE OF THIS CONTRACT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, OR OF THE ARCHITECT/ENGINEER, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF THE CONTRACTOR, THE OWNER, AND THE ARCHITECT/ENGINEER, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE OWNER UNDER TEXAS LAW, AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER THIRD PERSON OR ENTITY. (b) In claims against any person or entity indemnified under this Paragraph 3.19 by an employee of the Prime Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Paragraph 3.19 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Prime Contractor or any Subcontractor, under workers compensation acts, disability benefit acts or other employee benefit acts. (c) Indemnification under this Paragraph 3.19 shall include, but is not limited to, liability which could result to or be created for the Owner, its officers, agents, or employees, or the Architect/Engineer pursuant to State or Federal laws or regulations relating to RFP # 5142 103 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 pollution of the environment and State or Federal laws or regulations relating to the occupational safety and health of workers. The Prime Contractor specifically agrees to comply with the above -mentioned laws and regulations in the performance of the Work by the Prime Contractor and that the obligations of the Owner, its officers, agents, and employees, and the Architect/Engineer under the above -mentioned laws and regulations are secondary to those of the Prime Contractor. ARTICLE 4 - CONTRACT ADMINISTRATION 4.1 THE DESIGN PROFESSIONAL (ARCHITECT/ENGINEER) (a) The design professional is the person lawfully licensed to practice architecture or engineering or a firm or other business entity lawfully practicing architecture/engineering identified as such in the formal Building Construction Services Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect/Engineer" means the Architect/Engineer or the Architect/Engineer's authorized representative. The Owner may, at its option, designate a qualified Owner representative to serve as the Architect/Engineer on the Project instead of an outside firm or person. In such event, the references in these General Conditions that refer to the Architect/Engineer shall apply to the Owner -designated Architect/Engineer representative and the Owner -designated Architect/Engineer representative shall be accorded that same status by the Prime Contractor. (b) In the event the Architect/Engineer is an outside person or firm and the Architect/Engineer's employment is terminated, the Owner may, at its option, contract with a new outside Architect/Engineer to replace the former, or may designate a qualified Owner representative to serve as the Architect/Engineer. The replacement Architect/Engineer, whether an Owner representative, an independent Architect/Engineer or any other qualified person or entity, shall be regarded as the Architect/Engineer for all purposes under the Contract Documents and shall be accorded that same status by the Prime Contractor. Any dispute in connection with such appointment shall be reviewed and settled by the Owner, whose decision shall be final and binding. (c) Owner reserves the right to appoint a representative empowered to act for the Owner during the Construction Phase and to supersede the Architect/Engineer's Construction Phase responsibility. Similarly, from time to time the Owner may expand or reduce the Owner's delegation of powers to the Architect/Engineer, with the Owner notifying the Prime Contractor of any such changes. The Architect/Engineer shall not be construed as a third party beneficiary to the Contract and can in no way object to any expansion or reduction of powers as set forth in this Subparagraph (c). In no event, however, shall the Owner have control over charge of, or be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions or programs in connection with the Work since these are solely the Contractor's responsibility. The Owner will not be responsible for the Prime Contractor's failure to carry out the Work in accordance with the Contract Documents. The Owner will not have control over or charge of and will not be responsible for acts or omissions of Prime Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. RFP # 5142 104 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 4.2 ARCHITECT/ENGINEER'S RESPONSIBILITIES DURING CONSTRUCTION (a) The Architect/Engineer will administer the Contract as described in the Contract Documents and in accordance with the terms of the Architect/Engineer's agreement with the Owner, where applicable, subject to the direction and approval of the Owner. If requested by the Prime Contractor, the provisions of the Owner/Architect/Engineer Agreement will be made available to the Prime Contractor. (b) The Architect/Engineer shall provide, during performance of the Work, adequate and competent periodic on -site construction observation, periodically visiting the Project site to the extent necessary to personally familiarize themselves with the progress and quality of the Work, and to determine if the Work is proceeding in accordance with the Contract Documents. The Architect/Engineer shall not, however, be required to make continuous on -site inspections to check the Work. Field reports of each visit shall be prepared by the Architect/Engineer and submitted to the Owner. The Architect/Engineer shall employ all reasonable measures to safeguard the Owner against defects and nonconformities in the Work. The Architect/Engineer shall not be responsible for the construction means, methods, techniques, sequences of procedures, nor for the safety precautions and programs employed in connection with the Work. The Architect/Engineer will, however, immediately inform the Owner whenever defects or nonconformities in the Work are observed, or when any observed actions or omissions are undertaken by the Prime Contractor or any Subcontractor which are not in the best interests of the Owner or the Project. (c) The Architect/Engineer and the Owner will not have control over or charge of and will not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Prime Contractor's responsibility as provided in Paragraph 4.3. The Architect/Engineer and the Owner will not be responsible for the Prime Contractor's failure to carry out the Work in accordance with the Contract Documents. The Architect/Engineer and the Owner will not have control over or charge of and will not be responsible for acts or omissions of the Prime Contractor, Subcontractors, Sub - subcontractors, or their respective agents or employees, or of any other persons performing portions of the Work for which the Prime Contractor is responsible. (d) Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Prime Contractor shall endeavor to communicate through the Architect/Engineer. Communications by and with the Architect/Engineer's consultants shall be through the Architect/Engineer. Communications by and with Subcontractors and material suppliers shall be through the Prime Contractor. Communications by and with separate contractors will be through the Owner. The Prime Contractor shall provide written confirmation of communications made directly with the Owner and provide copies of such confirmation to the Architect/Engineer. RFP # 5142 105 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (e) Based on the Architect/Engineer's observations and evaluations of the Prime Contractor's Applications for Payment, the Architect/Engineer will review and certify the amounts due the Prime Contractor and will issue Certificates for Payment in such amounts. (f) The Architect/Engineer and the Owner will each have authority to reject Work which does not conform to the Contract Documents. Whenever the Architect/Engineer considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect/Engineer will have authority to require additional inspection or testing of the Work in accordance with Subparagraphs 3.17(b) and 3.17(c), whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect/Engineer nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to any duty or responsibility of the Architect/Engineer to the Prime Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing portions of the Work. (g) The Architect/Engineer will review and approve or take other appropriate action upon the Prime Contractor's submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect/Engineer's action will be taken with such reasonable promptness as to not delay the Work or the activities of the Owner, Contractor, or separate contractors. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Prime Contractor as required by the Contract Documents. The Architect/Engineer's review of the Prime Contractor's submittals shall not relieve the Prime Contractor of any obligations under Paragraphs 3.3, 3.5, and 3.12. The Architect/Engineer's review shall not constitute approval of safety precautions or, unless otherwise specifically stated in writing by the Architect/Engineer, of any construction means, methods, techniques, sequences, or procedures. The Architect/Engineer's approval of a specific item shall not indicate approval of an assembly of which the item is a component. (h) The Architect/Engineer will prepare Change Orders and may authorize minor changes in the Work as provided in Paragraph 7.3. (i) The Architect/Engineer will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract and assembled by the Prime Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. (j) If the Owner and Architect/Engineer agree, the Architect/Engineer will provide one or more Project representatives to assist in carrying out the Architect/Engineer's responsibilities at the site. The duties, responsibilities, and limitations of authority of such RFP # 5142 106 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 Project representatives shall be as set forth in an exhibit to be incorporated into the Contract Documents. (k) The Architect/Engineer will interpret and make recommendations to the Owner concerning performance under and requirements of the Contract Documents upon written request of either the Owner or Contractor. The Architect/Engineer's response to such requests will be made with reasonable promptness and within any time limits agreed upon. The Architect/Engineer shall secure the Owner's written approval before issuing instructions, interpretations, or judgments to the Prime Contractor which change the scope of the Work or which modify or change the terms and conditions of any of the Contract Documents. (1) Interpretations and decisions of the Architect/Engineer will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of Drawings. When making such interpretations and decisions, the Architect/Engineer will endeavor to secure faithful performance by the Prime Contractor. (m)The Architect/Engineer's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents; provided that the Architect/Engineer has the prior written approval of the Owner. 4.3 CLAIMS AND DISPUTES (a) Definition; General Notice of Claim Procedure. As used in these General Conditions, a "Claim" means a demand or assertion by one of the parties to the Contract seeking an adjustment of the terms of the Contract Documents, of the Contract Sum, of the Contract Time, or some other relief in respect to the terms of the Contract Documents. The term also includes all other disputes between the Owner and the Contractor arising out of or relating to the Project or the Contract Documents, including but not limited to claims that work was outside the scope of the Contract Documents. The responsibility to substantiate the Claim and the burden of demonstrating compliance with this provision shall rest with the party making the Claim. Except where otherwise provided in the Contract Documents, a Claim by the Prime Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, WITHOUT EXCEPTION, MUST BE MADE BY WRITTEN NOTICE TO THE ARCHITECT/ENGINEER AND TO THE OWNER WITHIN FOURTEEN (14) DAYS IMMEDIATELY AFTER OCCURRENCE OF THE EVENT OR EVENTS GIVING RISE TO THE PARTICULAR CLAIM. Every Claim of the Prime Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, shall be signed and sworn to by an authorized corporate officer (if not a corporation, then an official of the company authorized to bind the Prime Contractor by his signature) of the Prime Contractor, verifying the truth and accuracy of the Claim. THE PRIME CONTRACTOR SHALL BE CONCLUSIVELY DEEMED TO HAVE WAIVED ANY CLAIM NOT MADE STRICTLY IN ACCORDANCE WITH THE PROCEDURES AND TIME LIMITS SET OUT IN THIS PARAGRAPH. RFP # 5142 107 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (b) Referral to the Architect/Engineer. Claims, disputes, and other matters in question between the Prime Contractor and the Owner relating to the progress or execution of the Work or the interpretation of the Contract Documents shall be referred to the Architect/Engineer for recommendation to the Owner, which recommendation the Architect/Engineer will furnish in writing within a reasonable time, provided proper and adequate substantiation has been received. Failure of the Prime Contractor to submit the Claim to the Architect/Engineer for rendering of a recommendation to the Owner shall constitute a waiver of the Claim. (c) Continuing Contract Performance. Pending final resolution of a claim the Prime Contractor shall proceed diligently with performance of the Work and the Owner shall continue to make payments in accordance with the Contract Documents. (d) Claims for Concealed or Unknown Conditions. No adjustment in the Contract Sum or Time associated with concealed or unknown conditions will normally be considered or allowed; provided, however, that the Contract Sum or Time may be adjusted by the Owner in such circumstances only if: (1) a concealed subsurface condition is encountered in the course of performance of the Work; (2) a concealed or unknown condition in an existing structure is at variance with conditions indicated by the Contract Documents; or (3) an unknown physical condition is encountered below the surface of the ground or in an existing structure which is of an unusual nature and materially different from those ordinarily encountered and generally recognized as inherent in the character of the Work; and (4) a notice of claim with proper and adequate substantiation is presented pursuant to Subparagraph 4.3(a) of these General Conditions; and (5) the Owner and the Architect/Engineer determine that: (i) prior to submitting its bid for the Work, the Contractor used reasonable diligence to fully inspect the portion of the Project site where the condition was discovered; and (ii) the work caused or required by the concealed or unknown condition at issue can be considered extra work to the extent that additional new Drawings must be prepared and issued and new construction beyond the scope of the Contract Documents is required. (e) Disclaimer of Warranties as to Reports, Drawings, and Specifications. PROJECT SITE INFORMATION AND REPORTS (INCLUDING BUT NOT LIMITED TO SOILS TESTING REPORTS, GEOTECHNICAL REPORTS, OR ENVIRONMENTAL SITE ASSESSMENTS) PROVIDED BY THE OWNER AND THE ARCHITECT/ENGINEER IN THE PROJECT MANUAL OR BY OTHER MEANS SHALL BE UTILIZED BY THE PRIME CONTRACTOR AT THE PRIME CONTRACTOR'S OWN RISK. THE OWNER AND THE ARCHITECT/ENGINEER DO NOT GUARANTEE OR WARRANT ANY INFORMATION SHOWN IN THE PROJECT SITE INFORMATION AND REPORTS. RFP # 5142 108 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (f) Claims for Additional Cost. If the Prime Contractor wishes to make a claim for an increase in the Contract Sum, written notice as provided in this Paragraph 4.3 shall be given before proceeding to execute the Work. Prior notice is not required for claims relating to an emergency endangering life or property arising under Paragraph 10.3. In addition, the Prime Contractor's request for an increase in the Contract Sum for any reason (other than work performed under emergency conditions) shall be made far enough in advance of required work to allow the Owner and the Architect/Engineer a sufficient amount of time, without adversely affecting the construction schedule, to review the request, prepare and distribute such additional documents as may be necessary to obtain suitable estimates or proposals and to negotiate, execute and distribute a Change Order for the required work if the Prime Contractor believes that additional cost is involved for reasons including but not limited to: (1) a written interpretation from the Architect/Engineer; (2) a written order for a minor change in the Work issued by the Architect/Engineer; (3) failure of payment by the Owner; (4) termination of the Contract by the Owner; (5) the Owner's temporary suspension of all or any portion of the Work where the Prime Contractor was not at fault; or (6) other reasonable grounds. (g) Injury or Damage to Person or Property. If the Prime Contractor suffers injury or damages to person or property because of an act or omission of the Owner, or of any of the Owner's officers, employees or agents, written, sworn -to notice of any claim for damages or injury shall be given as provided in Subparagraph 4.3(a). The notice shall provide sufficient detail to enable the Architect/Engineer and the Owner to investigate the matter. (h) Subcontractor Pass -Through Claims. In the event that any Subcontractor of the Prime Contractor asserts a claim to the Prime Contractor, that the Prime Contractor seeks to pass through to the Owner under the Contract Documents, any entitlement of the Prime Contractor to submit and assert the claim against the Owner shall be subject to: (1) the requirements of Paragraph 4.3 of these General Conditions; and (2) the following additional three requirements listed below, all three of which additional requirements shall be conditions precedent to the entitlement of the Prime Contractor to seek and assert such claim against the Owner: (ii) The Prime Contractor shall either (A) have direct legal liability as a matter of contract, common law, or statutory law to the Subcontractor for the claim that the RFP # 5142 109 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 Subcontractor is asserting or (B) the Prime Contractor shall have entered into a written liquidating agreement with the Subcontractor, under which agreement the Prime Contractor has agreed to be legally responsible to the Subcontractor for pursuing the assertion of such claim against the Owner under the Contract and for paying to the Subcontractor any amount that may be recovered, less Prime Contractor's included markup (subject to the limits in the Contract Documents for any markup). The liability or responsibilities shall be identified in writing by the Prime Contractor to the Owner at the time such claim is submitted to Owner, and a copy of any liquidating agreement shall be included by the Prime Contractor in the claim submittal materials. (ii) The Prime Contractor shall have reviewed the claim of the Subcontractor prior to its submittal to Owner and shall have independently evaluated such claim in good faith to determine the extent to which the claim is believed in good faith to be valid. The Prime Contractor shall also certify, in writing and under oath to the Owner, at the time of the submittal of such claim, that the Prime Contractor has made a review, evaluation, and determination that the claim is made in good faith and is believed by the Contractor to be valid. (iii) The Subcontractor making the claim to the Prime Contractor shall certify in writing and under oath that it has compiled, reviewed and evaluated the merits of such claim and that the claim is believed in good faith by the Subcontractor to be valid. A copy of the certification by the Subcontractor shall be included by Prime Contractor in the claim submittal materials made by Contractor to the Owner.. (3) Any failure of the Prime Contractor to comply with any of the foregoing requirements and conditions precedent with regard to any such claim shall constitute a waiver of any entitlement to submit or pursue such claim against Owner. (4) Receipt and review of a claim by the Owner under this Subparagraph shall not be construed as a waiver of any defenses to the claim available to the Owner under the Contract Documents or by applicable law. (i) Owner's Right to Order Acceleration and to Deny Claimed and Appropriate Time Extensions, in Whole or in Part. The Prime Contractor acknowledges and agrees that Substantial Completion of the Work by or before the Scheduled Completion Date is of substantial importance to Owner. The following provisions, therefore, will apply: (1) If the Prime Contractor falls behind the approved construction schedule for whatever reason, the Owner shall have the right, in the Owner's sole discretion, to order the Prime Contractor to develop a recovery schedule as described in Paragraph 3.10 or to accelerate its progress in such a manner as to achieve Substantial Completion on or before the Contract Time completion date or such other date as the Owner may reasonably direct and, upon receipt, the Prime Contractor shall take all action necessary to comply with the order. In such event, any possible right, if any, of the Prime Contractor to additional compensation for any acceleration shall be subject to the terms of this Subparagraph (i). RFP # 5142 110 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (2) In the event that the Prime Contractor is otherwise entitled to an extension of Contract Time and has properly initiated a Claim for a time extension in accordance with Subparagraph 4.3(a) above, the Owner shall have the right, in the Owner's sole discretion, to deny all, or any part, of the Claim for extension of Contract Time by giving written notice to the Prime Contractor provided within fourteen (14) days after receipt of the Prime Contractor's Claim. If the Owner denies the Prime Contractor's claim for an extension of Contract Time under this Clause (i)(2), either in whole or in part, the Prime Contractor shall proceed to prosecute the Work in such a manner as to achieve Substantial Completion on or before the then existing Scheduled Completion Date. (3) If the Prime Contractor would have been entitled to a time extension for a reason specifically allowed under the Contract Documents, for an amount of time that would have justified approval by the Owner if not for the need and right to accelerate, the Prime Contractor may initiate a Claim for acceleration costs pursuant to Subparagraph 4.3(a). Any resulting Claim for acceleration costs properly initiated by the Prime Contractor under Subparagraph 4.3(a) above shall be limited to those reasonable and documented direct costs of labor, materials, equipment, and supervision solely and directly attributable to the actual acceleration activity necessary to bring the Work back within the then existing approved construction schedule. These direct costs include the premium portion of overtime pay, additional crew, shift, or equipment costs if requested in advance by the Contractor and approved in writing by the Owner. A percentage markup for the prorated cost of premium on the existing performance and payment bonds and required insurance; provided however, not to exceed five (5%) per cent, will be allowed on the claimed acceleration costs. NO OTHER MARKUP FOR PROFIT, OVERHEAD (INCLUDING BUT NOT LIMITED TO HOME OFFICE OVERHEAD) OR ANY OTHER COSTS WILL BE ALLOWED ON ANY ACCELERATION CLAIM. The Owner shall not be liable for any costs related to an acceleration claim other than those described in this Clause (i)(3). (i) Waiver of Claims; Final Payment. The making of final payment shall constitute a waiver of claims by the Owner except those arising from: (1) claims, security interests, purported liens, or other attempted encumbrances arising out of the Contract and remaining unsettled; (2) defective or nonconforming Work appearing after Substantial Completion; (3) latent defects, as defined in Subparagraph 12.2(d), appearing after Final Completion; or (4) the terms of general and special warranties required by the Contract Documents or allowed or implied by law. (k) THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY'S RFP # 5142 111 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 FEES AS A PART OF ANY CLAIM MADE UNDER THE CONTRACT DOCUMENTS OR IN ANY SUBSEQUENT LAWSUIT OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDING. (1) No Waiver of Governmental Immunity. NOTHING IN THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO WAIVE THE OWNER'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY APPLICABLE STATE LAW. ARTICLE 5 - SUBCONTRACTORS 5.1 DEFINITIONS OF SUBCONTRACTOR (a) A Subcontractor is person or entity who has a direct Contract with the Prime Contractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Prime Contractor by purchase or lease for use in performance of or incorporation into the Work. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. (b) A Sub -subcontractor is a person or entity who has a direct or indirect Contract with a Subcontractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Subcontractor or another Sub -subcontractor by purchase or lease for use in performance of or incorporation into the Work. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub - subcontractor or an authorized representative of the Sub -subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK (a) Immediately after the award of the Contract by the Owner, and before the Building Construction Services Agreement is signed by the Prime Contractor and the Owner, the Prime Contractor shall furnish to the Architect/Engineer in writing, for acceptance by the Owner and the Architect/Engineer, a list of the names, addresses, telephone numbers, M/WBE certification numbers (where applicable), and type of work of the Subcontractors (including those who are to furnish materials or equipment fabricated to a special design), proposed for the principal portions of the Work, including furnishings when made a part of the Contract. The Prime Contractor shall immediately notify the Owner in writing of any changes in the list as they occur. The Architect/Engineer will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect/Engineer, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect/Engineer to reply promptly shall constitute notice of no reasonable objection. (b) The Prime Contractor shall not Contract with a proposed person or entity to whom the Owner or Architect/Engineer has made reasonable and timely objection. RFP # 5142 iIFIA DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (c) Architect/Engineer's and Owner's approval of or objection to any Subcontractor or of a particular process or material will not relieve the Prime Contractor of his responsibility for performance of Work as called for under the Contract Documents, and shall not provide a basis for any claim for additional time or money on the part of the Prime Contractor. Approval shall not be construed to create any contractual relationship between the Subcontractor and either the Owner or Architect/Engineer. In no event shall the Contract Sum be increased as a result of the rejection of any Subcontractor. (d) The Prime Contractor shall not change a Subcontractor previously selected if the Owner or Architect/Engineer makes reasonable objection to such change. 5.3 SUBCONTRACTUAL RELATIONS (a) By appropriate agreement, written where legally required for validity, the Prime Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Prime Contractor by the terms of the Contract Documents (including but not limited to these General Conditions), and to assume toward the Prime Contractor all the obligations and responsibilities which the Prime Contractor, by the Contract Documents, assumes toward the Owner and the Architect/Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect/Engineer under the Contract Documents (including but not limited to these General Conditions) with respect to the Work to be performed by the Subcontractor so that subcontracting will not prejudice the rights of the Owner and the Architect/Engineer. Where appropriate, the Prime Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Prime Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor is to be bound. Subcontractors shall similarly make copies of applicable portions of such Documents available to their respective proposed Sub -subcontractors. (b) The Prime Contractor is solely responsible for making payments properly to the Prime Contractor's Subcontractors on the Project. During performance of the Work, the Prime Contractor shall comply with the following additional rules regarding Subcontractor payments: (1) The Prime Contractor shall submit, beginning with the Second Application and Certificate for Payment, a Subcontractor Payment Report (the "Report") with each Application and Certificate for Payment. The Report shall show all payments made to date by the Prime Contractor (plus existing retainage) to each Subcontractor involved in the Project. The Report shall be made on a form approved and supplied by the Owner. As an alternative to the Report, the Prime Contractor may furnish Affidavits of Payment Received with the Application and Certificate for Payment, which affidavits shall be executed by each Subcontractor owed money and paid by Subcontractor during the previous progress payment period for work or materials furnished on the Project. RECEIPT BY THE OWNER OF THE REPORT OR RFP # 5142 113 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 AFFIDAVITS OF PAYMENT RECEIVED SHALL BE A CONDITION PRECEDENT TO PAYMENT ON ANY APPLICATION FOR PAYMENT. (2) If, for any reason, the Prime Contractor is withholding payment to a Subcontractor due to a dispute or other problem with performance, the Prime Contractor shall note the amount withheld and further note that the payment is in dispute. The Owner may, in its sole discretion, require the Prime Contractor to document and verify the dispute or other problem in question. (3) The Owner reserves the right in its sole discretion, to withhold payment to the Prime Contractor pursuant to Paragraph 9.5(a) of the General Conditions, should it appear from the Report, statements of payment received or other information furnished to the Owner that: (i) the Report has not been properly completed; (ii) the Prime Contractor has knowingly provided false information regarding payment of any Subcontractor; or (iii) the Prime Contractor has otherwise failed to make payments properly to any Subcontractor. (4) THE PRIME CONTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A RESULT OF THE OWNER'S OR ARCHITECT/ENGINEER'S ENFORCEMENT OF THIS SUBPARAGRAPH 5.3(b). NO PROVISION OF THIS SUBPARAGRAPH OR ANY OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO CREATE A CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED, BETWEEN ANY SUBCONTRACTOR AND EITHER THE OWNER OR THE ARCHITECT/ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY, A THIRD -PARTY BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE PRIME CONTRACTOR. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS In the event of a termination of this Contract by the Owner under Article 14, the Prime Contractor shall, if requested in writing by the Owner, within fifteen (15) days after the date notice of termination is sent, deliver and assign to Owner, or any person or entity acting on the Owner's behalf, any or all subcontracts made by Prime Contractor in the performance of the Work, and deliver to the Owner true and correct originals and copies of the subcontract documents. In the event assignment is not requested by the Owner, Prime Contractor shall terminate all subcontracts to the extent that Owner has not directed assignment of same and to the extent that they relate to the performance of Work terminated by the notice of termination. RFP # 5142 114 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 ARTICLE 6 - CONSTRUCTION BY THE OWNER/ SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS (a) The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the Project site under Conditions of the Contract identical or substantially similar to these General Conditions, including those portions related to insurance and waiver of subrogation. If the Prime Contractor claims that delay or additional cost is involved because of such action by the Owner, the Prime Contractor shall make a claim as provided elsewhere in, and in accordance with the Contract Documents. (b) When separate Contracts are awarded for different portions of the Project or other construction or operations on the Project site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Building Construction Services Agreement with the Owner. (c) The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Prime Contractor, who shall cooperate with them. The Prime Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Prime Contractor shall, with the approval of the Owner, make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Prime Contractor, separate contractors, and the Owner until subsequently revised by mutual agreement or by written Change Order. If the Prime Contractor believes it is entitled to an adjustment of the Contract Sum under the circumstances, the Prime Contractor shall submit a written proposal for a Change Order pursuant to Article 7 of the General Conditions. In the event the Prime Contractor's Change Order proposal is denied by the Owner, the Prime Contractor must submit any Claim pursuant to Paragraph 4.3 of the General Conditions. (d) Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Prime Contractor under these General Conditions, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12. 6.2 MUTUAL RESPONSIBILITY (a) The Prime Contractor shall afford the Owner and separate contractors' reasonable opportunity for access to and storage of their materials and equipment and the performance of their activities and shall coordinate the Prime Contractor's construction and operations with the separate contractors as required by the Contract Documents. RFP # 5142 115 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (b) If part of the Prime Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Prime Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect/Engineer apparent discrepancies or defects in the other construction that would render it unsuitable for proper execution and results. Failure of the Prime Contractor to so report shall constitute an acknowledgment that the Owner's or separate contractors completed or partially completed construction is fit and proper to receive the Prime Contractor's Work, except as to defects not then reasonably discoverable. (c) The Owner shall not be liable to the prime Contractor for damages suffered by the Prime Contractor due to the fault or negligence of a separate contractor or through failure of a separate contractor to carry out the directions of the Owner or the Architect/Engineer. Should any interference occur between the Prime Contractor and a separate contractor, the Architect/Engineer or the Owner may furnish the Prime Contractor with written instructions designating priority of effort or change in methods, whereupon the Prime Contractor shall immediately comply with such direction. In such event, the Prime Contractor shall be entitled to an extension of the Contract Time only for unavoidable delays verified by the Architect/Engineer; no increase in the Contract Sum, however, shall be due to the Prime Contractor. (d) The Prime Contractor shall promptly remedy damage wrongfully caused by the Prime Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2(e). (e) Should the Prime Contractor cause damage to the work or property of any separate contractor on the Project, the Prime Contractor shall, upon due notice, settle with the separate contractor by agreement, if the separate contractor will so settle. If the separate contractor sues the Owner or submits a claim on account of any damage alleged to have been so sustained, the Owner shall notify the Prime Contractor who shall defend such proceedings, at the Prime Contractor's sole expense, and if any judgment or award against the Owner arises from the separate contractor's claim, the Prime Contractor shall fully pay or satisfy it and shall reimburse the Owner for any and all attorney's fees and costs which the Owner has incurred. (f) The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Prime Contractor in Paragraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the Project Site and surrounding area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up, but is not obligated to do so, and Owner shall allocate the cost among those parties responsible, as the Architect/Engineer recommends to be just. ARTICLE 7 - AMENDMENTS RFP # 5142 116 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 7.1 CHANGE ORDERS (a) A Change Order is a written order to the Contractor, signed by the Owner and the Architect/Engineer, issued after execution of the Contract, authorizing a change in the Work, an adjustment in the Contract Sum, or an adjustment to the Contract Time, consistent with other applicable provisions of this Contract. The Owner, without invalidating the Contract and without requiring notice of any kind to the sureties, may order changes to the scope of Work under the Contract by additions, deletions, or other revisions, the Contract Sum and Contract Time to be adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order form approved by the Owner and the Owner's City Attorney. (b) In addition to the Owner and the Architect/Engineer, the Contractor shall sign all Change Orders to verify and confirm the terms and conditions established by Change Order; however, should the Contractor refuse to sign a Change Order, this shall not relieve him of his obligation to perform the change directed by the Owner and the Architect/Engineer to the best of his ability in accordance with the provisions of this Article 7. A Change Order signed by the Contractor indicates his agreement with all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor's agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c) No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Architect/Engineer, it being expressly understood that the Owner shall not be liable for the cost of extra work or any substitution, change, addition, omission or deviation from the requirements of the Drawings or Specifications unless the same shall have been authorized in writing by the Owner and the Architect/Engineer in a written change order or other Amendment. The provisions of this Paragraph 7.1 shall control in the event of any inconsistency between such provisions and the other provisions of this Article 7. See Subparagraph 10.3(a) of the General Conditions for Change Orders under emergency conditions. (d) The method of determining the cost or credit to the Owner for any change in the Work shall be one of the following: RFP # 5142 117 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (1) mutual acceptance of a not -to -exceed lump -sum amount properly itemized and supported by sufficient substantiating data to permit evaluation; or (2) unit prices stated in the Contract Documents or subsequently agreed upon; or (3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4) the forceaccount method provided in Subparagraph 7.1(e) (e) If the parties cannot agree to one of the methods of calculating cost provided in Clauses (d) (1), (d) (2), or (d) (3), or if the parties agree to a method but cannot agree on a final dollar figure; or if the Contractor for whatever reason refuses to sign the Change Order in question;the Contractor, provided he receives a written order signed by the Owner, shall promptly proceed with the Work involved. The cost of the Work involved shall then be calculated on the basis of the reasonable jobsite expenditures and savings of those performing the Work attributable to the changes, including a reasonable allowance for overhead and profit, such allowance in any case never to exceed fifteen (15%) per cent. In such case, the Contractor shall keep an itemized accounting of the Work involved, on a daily basis, in such form and with the appropriate supporting data as the Architect/Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Architect/Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN -TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for force account work are limited to the following: (1) costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and worker's compensation insurance; (2) costs of materials, supplies and equipment (but not to include off -site storage unless approved in writing by the Owner), whether incorporated or consumed; (3) rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; (4) costs of premiums for all bonds and insurance related to the Work; and (5) additional costs of supervision and field office personnel directly attributable to the changed Work. Pending final determination of cost to the Owner, payment of undisputed amounts on force account shall be included on the Architect/Engineer's Certificate of Payment as work is completed. RFP # 5142 118 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (f) The amount of credit to be allowed to the Owner for any deletion of Work or any other change which results in a net decrease of the Contract Sum shall be the amount of actual net cost confirmed by the Architect/Engineer plus the stated percentage for overhead and profit. When both additions and deletions or credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease with respect to that change. 7.2 SUPPLEMENTAL AGREEMENTS A written Supplemental Agreement can also be used to implement changes in the Work instead of a Change Order form, including but not limited to situations involving partial occupancy of the Work under Paragraph 9.8, a change made to the Drawings or the Specifications without an increase in the Contract Sum, or special circumstances where it is necessary or more appropriate for the Owner to use a Supplemental Agreement. Written Supplemental Agreements shall have a status equal to that of Change Orders for purposes of priority of Contract Documents interpretation, except that to the extent of a conflict, later Supplemental Agreements in time control over earlier Supplemental Agreements, and the latest Change Order or Supplemental Agreement in time controls over earlier dated Change Orders and Supplemental Agreements. The rules of Subparagraphs 7.1(b) through (f) shall also apply to the negotiation and execution of Supplemental Agreements. 7.3 MINOR CHANGES IN THE WORK The Architect/Engineer, after notifying the Owner, shall be authorized to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Minor changes shall be effected by written order, and shall be binding on the Owner and the Contractor. The Contractor shall carry out such written orders promptly. These written orders shall not be deemed to change or impact the Contract Sum or the Contract Time. Contractor shall have no Claim for any minor change ordered to the Work under this Paragraph 7.3 unless the Contractor submits its change proposal, prior to complying with the minor change ordered and in no event later than ten (10) working days from the date the minor change was ordered, to the Owner for approval. 7.4 TIME REQUIRED TO PROCESS AMENDMENTS (a) All of the Contractor's responses to proposal requests shall be accompanied by a complete, itemized breakdown of costs. Responses to proposal requests shall be submitted sufficiently in advance of the required work to allow the Owner and the Architect/Engineer a minimum of thirty (30) calendar days after receipt by the Architect/Engineer to review the itemized breakdown and to prepare or distribute additional documents as may be necessary. All of the Prime Contractor's responses to proposal requests shall include a statement that the cost described in the response represents the complete, total and final cost and additional Contract Time associated with the extra work, change, addition to, omission, deviation, substitution, or other grounds for seeking extra compensation under the Contract Documents, without reservation or further recourse. RFP # 5142 119 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (b) All Amendments require approval by either the City Council or, where authorized by the State law and City ordinance, by the City Manager pursuant to Administrative Action. The approval process requires a minimum of forty-five (45) calendar days after submission to the Owner in final form with all supporting data. Receipt of a submission by Owner does not constitute acceptance or approval of a proposal, nor does it constitute a warranty that the proposal will be authorized by City Council Resolution, Ordinance or Administrative Action. THE TIME REQUIRED FOR THE APPROVAL PROCESS SHALL NOT BE CONSIDERED A DELAY AND NO EXTENSIONS TO THE CONTRACT TIME OR INCREASE IN THE CONTRACT SUM WILL BE CONSIDERED OR GRANTED AS A RESULT OF THIS PROCESS. Pending the approval described above, the Contractor will proceed with the work under a pending Amendment only if directed in writing by the Owner. ARTICLE 8 - CONTRACT TIME 8.1 DEFINITIONS (a) Unless otherwise provided, the Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. (b) The date of commencement of the Work is the date established in the Notice to Proceed from the Owner. The date of commencement shall not be postponed by the failure of the Prime Contractor, or of persons or entities for whom the Prime Contractor is responsible to act promptly to commence the Work. If the Owner unreasonably delays the issuance of the notice to proceed, through no fault of the Prime Contractor, the Prime Contractor shall be entitled only to an equitable extension of the Contract Time; the Contract Sum shall remain unchanged. (c) The date of Substantial Completion is the date certified by the Architect/Engineer in accordance with Paragraph 9.7. (d) The term "day" as used in the Contract Documents shall mean a calendar day, beginning and ending at 12:00 midnight, unless otherwise specifically defined by special provision. 8.2 PROGRESS AND COMPLETION (a) Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Building Construction Services Agreement, the Prime Contractor confirms that the Contract Time is a reasonable period for performing the Work. (b) The Prime Contractor shall not knowingly, except by agreement with or instruction of the Owner in writing, prematurely commence operations on the Project site or elsewhere prior to the effective date of insurance to be furnished by the Prime Contractor as required by Article 11. The date of commencement of the Work shall not be changed by the effective date of insurance required by Article 11. RFP # 5142 120 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (c) Liquidated Damages. The Contractor shall proceed expeditiously with adequate forces, materials, and equipment, and shall achieve Substantial Completion within the Contract Time. If the Contractor fails or refuses to complete the Work within the Contract Time as specified in the Bid Proposal form, the Building Construction Services Agreement, or in any proper extension of the Contract Time granted by the Owner, then the Prime Contractor agrees, as a part of the consideration for the awarding of the Contract, to pay to the Owner the amount of liquidated damages (hereinafter called the "Stipulated Amount") as stipulated in the Bid Proposal form and the Building Construction Services Agreement for each calendar day that the Prime Contractor has not Substantially Completed the Work after the expiration of the Contract Time provided. The Stipulated Amount is not to be considered as a penalty, but shall be deemed, taken, or treated as reasonable liquidated damages, fixed and agreed upon by and between the Prime Contractor and the Owner because of the impracticality and extreme difficulty of fixing and ascertaining the actual damages which the Owner would sustain in the event of the Prime Contractor's late completion of the Project, and the stipulated amount is agreed to be the daily amount of damages that the Owner would sustain. The Stipulated Amount, as it accrues, will be retained from any portion of the Contract Sum due or that may become due to the Prime Contractor. In the event the portion of the Contract Sum retained by the Owner is insufficient to recover the Stipulated Amount, then the Prime Contractor or the Prime Contractor's Surety shall pay to the Owner any additional liquidated damages due that are in excess of the funds remaining unpaid in the Contract Sum. The Owner shall be the sole judge as to whether or not the Work has been Substantially Completed within the calendar days allotted, which shall include the original Contract Time and any proper extension of the Contract Time granted in writing by the Owner. Should the Prime Contractor dispute the Owner's determination of liquidated damages due, however, or should the Prime Contractor, or the Prime Contractor's agents or assigns, institute any legal action against the Owner to enforce rights under the Contract Documents, then in that event, this Subparagraph 8.2(c) shall not be construed to prevent the Owner from seeking full recovery for any and all actual damages suffered by the Owner and attributable to the Prime Contractor, as an alternative to all liquidated damages due. 8.3 DELAYS AND EXTENSIONS OF TIME (a) If the Prime Contractor is delayed at any time in the progress of the Work by an act or neglect of the Owner or Architect/Engineer, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Prime Contractor's control, or by delay authorized by the Owner pending a claim, or by other causes which the Architect/Engineer determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect/Engineer and Owner may determine. (b) Claims relating to Contract Time and time extensions shall be made in accordance with the applicable provisions of Paragraph 4.3. (c) No Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO RFP # 5142 121 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE PRIME CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK, INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE OWNER, THE ARCHITECT/ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER SUBPARAGRAPH 8.3(a) BEING THE PRIME CONTRACTOR'S SOLE REMEDY. (d) The Owner shall have the right to occupy, without prejudice to the right of either party, any completed or largely completed portions of the structure or Work, notwithstanding the fact that the Contract Time for completing all or a portion of the Work may not have expired. Partial occupancy and use shall not be deemed as an acceptance of the Work taken or used. (e) The Prime Contractor shall promptly suspend the Work when either the Prime Contractor or the Owner is ordered to do so by a court order from a court having lawful jurisdiction, and the Prime Contractor will not be entitled to additional compensation by virtue of any delays resulting from the court order. The Prime Contractor will also not be liable to the Owner for a delay caused in fact by the Work being suspended by a court order. (f) The Architect/Engineer, with the consent of the Owner, shall have the authority to suspend the Work, in whole or in part, for such period or periods as the Architect/Engineer deems necessary due to unusual or severe weather conditions as are considered unfavorable for the suitable prosecution of the Work, or due to failure on the part of the Prime Contractor to correct conditions considered unsafe for workmen or the general public. If it should become necessary to stop the Work for an indefinite period, the Prime Contractor shall store all materials in such a manner that they will not obstruct or impede the public unnecessarily or become damaged in any way, and shall take every precaution to prevent damage or deterioration of the Work performed. In cases of suspension of the Work under this Subparagraph, the Prime Contractor shall also provide suitable drainage about the Work and erect temporary structures where necessary. The Prime Contractor shall not suspend the Work in whole or in part without written authority from the Architect/Engineer or the Owner, and shall resume the Work promptly when notified by the Architect/Engineer or the Owner to resume operations. (g) In the event of a delay that is the responsibility of the Prime Contractor or any of the Subcontractors, for which the Prime Contractor is not entitled to a time extension under the provisions of this Contract, the Owner may direct that the Work be accelerated by means of overtime, additional crews or additional shifts, or resequencing. This acceleration shall be at no cost to the Owner and will continue until the Contract Time is restored. In the event of a delay for which the Prime Contractor is entitled to a time extension, as determined by the Architect/Engineer, Owner may similarly direct acceleration and the Prime Contractor agrees to perform same on the basis that the Prime RFP # 5142 122 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 Contractor will be reimbursed only to the extent described in Subparagraph 4.3(i). THE PRIME CONTRACTOR EXPRESSLY WAIVES ANY OTHER COMPENSATION RESULTING FROM ACCELERATION, SUCH AS LOSS OF LABOR PRODUCTIVITY OR EFFICIENCY. ARTICLE 9 - PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum is stated in the Building Construction Services Agreement and, including authorized adjustments, is the total amount of compensation payable by the Owner to the Prime Contractor for the performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES Before the first Application for Payment, the Prime Contractor shall submit to the Architect/Engineer a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect/Engineer may require. This schedule, when approved by the Architect/Engineer and the Owner, shall be used as a basis for the Prime Contractor's Application for Payment. The schedule of values shall follow the trade division of the Specifications. Prime Contractor's Application for Payment shall be filed on the current version of AIA Form G702 (Application and Certificate for Payment), as approved by the Owner. 9.3 APPLICATIONS FOR PAYMENT (a) At least ten (10) days before the date established for each progress payment, the Prime Contractor shall submit to the Architect/Engineer an itemized Application for Payment for Work completed in accordance with the schedule of values. The Application shall be notarized, if required, and supported by data substantiating the Prime Contractor's right to payment as the Owner or Architect/Engineer may require, including but not limited to copies of requisitions from Subcontractors and material suppliers, and reflecting the applicable retainage as required in the Contract Documents. Prime Contractor's Application for Payment shall also provide other supporting documentation as the Owner or the other applicable provisions of the Contract Documents may require. (b) Applications for Payment may not include requests for payment of amounts the Prime Contractor does not intend to pay to a Subcontractor because of a good faith dispute, unless the Prime Contractor complies with Clause 5.3(b) (2) of these General Conditions and the Prime Contractor's Payment Bond Surety consents in writing to payment to the Prime Contractor of the funds deemed to be in dispute. (c) Unless otherwise provided in the Contract Documents, progress payments shall include payment for materials and equipment delivered and suitably stored at the Project site for subsequent incorporation into the Work within thirty (30) days after delivery to the Project site. If approved in advance by the Owner, payment may similarly be made for RFP # 5142 123 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 materials and equipment suitably stored away from the Project site at a location agreed upon in writing. Payment for costs incurred in storage of materials or equipment away from the Project site will NOT be made by Owner unless: (1) the Owner has given prior approval of such off -site storage in writing; (2) the materials or equipment are stored in a bonded warehouse located in Denton County and identified with the Project for which they are stored, as evidenced by warehouse receipts and appropriate documents of title; and (3) the materials or equipment stored off -site will be incorporated into the Work within thirty (30) days after delivery. STORAGE IN FACILITIES OF THE MANUFACTURER OR THE PRIME CONTRACTOR WILL NOT BE PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPROVAL OF SUCH STORAGE IN WRITING. (d) The Prime Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Prime Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received ftom the Owner shall be free and clear of liens, claims, security interests or encumbrances in favor of the Prime Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and equipment relating to the Work. (e) All materials or equipment delivered to the Project site earlier than thirty (30) days prior to an approved schedule for delivery to the Project site shall be classified as an "early delivery." All early delivery materials or equipment must have the express written permission of the Owner to be stored on the Project site. If any unauthorized early delivery occurs, Prime Contractor shall, at Prime Contractor's expense or at the expense of the responsible Subcontractor or Supplier, cause such early delivery to be removed from the Project site and stored off -site until required at the Project site. All costs of labor, transportation and storage will be included as part of the expense. If the Prime Contractor fails or refuses to remove unauthorized early delivery materials, the Owner may cause such materials to be removed at the Prime Contractor's sole expense, and amounts may be withheld from the Prime Contractor's Application for Payment to reimburse the Owner for any costs incurred in removing unauthorized early delivery materials. OWNER WILL NOT BE RESPONSIBLE FOR THE PROTECTION OF OR RISK OF LOSS ON ANY EARLY DELIVERY MATERIALS OR EQUIPMENT, NOR WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY MATERIALS OR EQUIPMENT. Any materials or equipment classified as early delivery will not be approved for payment as stored materials prior to thirty (30) days before the incorporation of the materials or equipment into the Work, unless storage and payment at an earlier date is expressly approved in writing by the Owner. (f) If the Contract Sum is equal to or less than $25,000, and if performance and payment bonds are not furnished by the Contractor, then no payment applied for will be payable under the Contract until the Work has been finally completed and accepted. RFP # 5142 124 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 9.4 CERTIFICATES FOR PAYMENT (a) The Architect/Engineer will, within ten (10) days after receipt of the Prime Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Prime Contractor, for such amount as the Architect/Engineer determines is properly due, or notify the Prime Contractor and Owner in writing of the Architect/Engineer's reasons for withholding certification in whole or in part as provided in: (a) City of Denton "General Conditions for Building Construction." (b) Subparagraph 9.5(a). The Certificate for Payment shall be issued on the current version of AIA Form G702 (Application and Certificate for Payment) as approved by the Owner. (c) The issuance of a Certificate for Payment will constitute a representation by the Architect/Engineer to the Owner, based on the Architect/Engineer's observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect/Engineer's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial and Final Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to Final Completion and to specific qualifications expressed by the Architect/Engineer. The issuance of a Certificate for Payment will further constitute a representation that the Prime Contractor is entitled to payment in the amount certified, subject to the Owner's approval. The issuance of a Certificate for Payment is not a representation that the Architect/Engineer has: (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences or procedures; (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Prime Contractor's right to payment; or (4) made examination to ascertain how or for what purpose the Prime Contractor has used money previously paid on account of the Contract Sum. (d) Whenever the Application for Payment for Work done since the last previous Application for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a percentage of the Application, less applicable retainage, to the Prime Contractor within thirty (30) days following Owner's receipt and approval of the Certificate for Payment certified by the Architect/Engineer. The Application may include acceptable nonperishable materials delivered to the Work or stored as provided for in Paragraph 9.3(c) and the payment will be allowed on the net invoice value, less taxes and applicable retainage. RFP # 5142 125 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (e) The City is required to withhold five percent (5%) retainage for public works contracts in which the total contract price estimate at the time of execution is more than $400,000; however, this requirement is applied by the City for all public works contracts in excess of $50,000. The retainage will be withheld by the Owner from each progress payment until final completion of the Work by the Contractor, approval of final completion by the Architect/Engineer, and final acceptance of the Work by the Owner. Unless otherwise required by state law, the retainage percentage as specified above is based upon the original Contract Sum, and will not be affected in the event the original Contract Sum is subsequently increased by Change Order. (f) No progress payments shall be made on contracts where performance and payment bonds are not required or furnished. In such instances, payment for the Work performed will be made upon final completion and acceptance by the Owner of all Work. 9.5 DECISIONS TO WITHHOLD CERTIFICATION (a) The Architect/Engineer or the Owner may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner's interest, if in the Architect/Engineer's or Owner's opinion the representations to the Owner required by Subparagraph 9.4(b) cannot be made. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner will notify the Prime Contractor as provided in Subparagraph 9.4(a). If the Prime Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to the Owner. The Architect/Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary, in the Architect/Engineer's or Owner's opinion, to protect the Owner from loss because of- (1) defective or nonconforming Work not remedied; (2) third -party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of the Prime Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5) damage to the Owner or another contractor; (6) reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; RFP # 5142 126 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (7) persistent failure to carry out the Work in accordance with the Contract Documents; or (8) mathematical or other errors that are discovered in the Application for Payment. (b) When all of the above reasons that existed for withholding certification are removed or remedied, then, at that time, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Prime Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise, and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court. 9.6 PROGRESS PAYMENTS (a) After the Architect/Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect/Engineer. The Owner shall not be liable for interest on any late or delayed progress payment or final payment caused by any claim or dispute, any discrepancy in quantities, any failure to provide supporting documentation or other information required with the Application for Payment or as a precondition to payment under the Contract Documents, or due to any payment the Owner or the Architect/Engineer has a right to withhold or not certify under the Contract Documents. Notwithstanding the foregoing, the Owner may refuse to make payment on any Certificate for Payment (including, without limitation, the final Certificate for Payment) for any default under the Contract Documents, including but not limited to those defaults set forth in Subparagraph 9.5(a), Clauses (1) through (7). The Owner shall not be deemed in default by reason of withholding payment while any Prime Contractor default remains uncured. (b) The Prime Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Prime Contractor on account of each Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Prime Contractor on account of such Subcontractors portion of the Work. The Prime Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in similar manner. (c) The Architect/Engineer will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Prime Contractor and action taken thereon by the Architect/Engineer and the Owner on account of portions of the Work done by such Subcontractor. (d) Neither the Owner nor the Architect/Engineer shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. That obligation belongs to the Prime Contractor or, in the event of the Prime Contractor's RFP # 5142 127 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 failure to pay a Subcontractor, to the Surety on the Payment Bond as required under Paragraph 11.3. (e) Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6(b), (c), and (d). (f) A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not performed in accordance with the Contract Documents. 9.7 SUBSTANTIAL COMPLETION (a) The Date of Substantial Completion of the Work, or designated portion of the Work, is the date certified by the Architect/Engineer when construction is sufficiently completed in accordance with the City Of Denton General Conditions For Building Construction. (a) the Contract Documents such that the Owner may beneficially occupy and use the Work, or designated portions of the Work, for the purposes for which it is intended and only trivial and insignificant items remain which do not affect the Work as a whole. (b) When the Prime Contractor considers that the Work, or the portion of the Work which the Owner agrees to accept separately, is Substantially Complete, the Prime Contractor shall prepare and submit to the Architect/Engineer a comprehensive list of remaining items to be completed or corrected. The Prime Contractor shall proceed promptly to complete and correct items on the list (hereinafter called the "punch list"). Failure to include an item on the punch list does not alter the responsibility of the Prime Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the punch list, the Architect/Engineer will make an inspection to determine whether the Work, or designated portion of the Work, is Substantially Complete. If the Architect/Engineer's inspection discloses any item, whether or not included on the punch list, which is not in accordance with the requirements of the Contract Documents and which renders the Work inspected not Substantially Complete the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct the item upon notification by the Architect/Engineer. The Prime Contractor shall then submit a request for another inspection by the Architect/Engineer to determine Substantial Completion. When the Work or designated portion of the Work is Substantially Complete, the Architect/Engineer will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and the Prime Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Prime Contractor shall finish all items on the punch list accompanying the Certificate. (c) The Certificate of Substantial Completion shall be submitted to the Owner and the Prime Contractor for their written acceptance of responsibilities assigned to them in the Certificate. RFP # 5142 128 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (d) Upon Substantial Completion of the Work or designated portion thereof and upon application by the Prime Contractor and certification by the Architect/Engineer, the Owner shall make payment, reflecting adjustment in retainage, if any, for the Work, or portion of the Work, as provided in the Contract Documents. 9.8 PARTIAL OCCUPANCY OR USE (a) The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate Supplemental Agreement with the Prime Contractor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.2(e) and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is Substantially Complete, provided the Owner and Prime Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Prime Contractor considers a portion Substantially Complete, the Prime Contractor shall prepare and submit a list to the Architect/Engineer as provided under Subparagraph 9.7(b). Consent of the Prime Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Prime Contractor or, if no agreement is reached, by decision of the Architect/Engineer. (b) Immediately prior to such partial occupancy or use, the Owner, Prime Contractor, and Architect/Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. (c) Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.9 FINAL COMPLETION AND FINAL PAYMENT (a) Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect/Engineer, accompanied by the Owner's representative, will promptly make final inspection and, when the Architect/Engineer finds the Work acceptable under the Contract Documents and the Contract Documents fully performed, the Architect/Engineer will promptly issue a final Certificate for Payment stating that to the best of the Architect/Engineer's knowledge, information and belief, and on the basis of the Architect/Engineer's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Prime Contractor and noted in said final Certificate is due and payable. The Architect/Engineer's final Certificate for Payment will constitute a further representation RFP # 5142 129 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Prime Contractor's being entitled to final payment have been fulfilled. Owner will normally make final payment within thirty (30) days after Owner's receipt and approval of the final Certificate for Payment. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work, unless otherwise provided by separate agreement between the Owner and the Prime Contractor. (b) Neither final payment nor any remaining retained percentage shall become due until the Prime Contractor submits to the Architect/Engineer: (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner; (3) a written statement that the Prime Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) a consent of surety to final payment; and (5) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. (c) As a precondition to final payment by the Owner under this Contract, the Prime Contractor's affidavit under Clause (b)(1) shall state that the Prime Contractor has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to Contractor for the Work performed under this Contract. In the event the Prime Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Prime Contractor shall state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to whom such payment is owed. IN ANY EVENT, THE PRIME CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. (d) If, after Substantial Completion of the Work, final completion of the Work is materially delayed through no fault of the Prime Contractor or by issuance of Change Orders affecting final completion and the Architect/Engineer confirms the delay, the Owner shall, upon application by the Prime Contractor and certification by the Architect/Engineer, 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 for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be RFP # 5142 130 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 submitted by the Contractor to the Architect/Engineer prior to certification of payment. Payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. (e) The acceptance by the Prime Contractor of the final payment shall operate as and shall be a complete release of the Owner from all claims or liabilities under the Contract, for anything done or furnished or relating to the Work or the Project, or for any act or neglect of the Owner relating to or connected with the Work or the Project. ARTICLE 10 SAFETY, SECURITY AND UTILITY PROVISIONS; ENVIRONMENTAL COMPLIANCE 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Prime Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract, and will comply with all applicable City, County, State and Federal health and safety regulations. 10.2 SAFETY OF PERSONS AND PROPERTY (a) The Prime Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Work and other persons who may be affected thereby; (2) the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Prime Contractor or the Prime Contractor's Subcontractors or Sub -subcontractors; and (3) other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. (b) The Prime Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. (c) The Prime Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. (d) When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Prime Contractor shall exercise RFP # 5142 131 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 utmost care and carry on such activities under supervision of properly qualified personnel. (e) USE OF EXPLOSIVES - CLAIMS AND TOTAL INDEMNIFICATION. The Owner shall have the right to pre -approve the use of any explosives on the Project; the Prime Contractor shall not assume in its bid that permission to use explosives will be granted. The Owner shall NOT be liable for any claim for additional time or compensation as a result of the Owner's denial of permission to use explosives. Where use of explosives is permitted by the Owner, the Prime Contractor EXPRESSLY AGREES TO BE SOLELY RESPONSIBLE for the determination as to whether explosives shall actually be used, and for any result from the use, handling or storage of explosives, and shall INDEMNIFY, DEFEND AND HOLD COMPLETELY HARMLESS the Owner, its officers, agents and employees, and the Architect/Engineer against any and all claims, lawsuits, judgments, costs or expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, as the result of the use, handling or storage of the explosives by the Prime Contractor or any Subcontractor, REGARDLESS OF WHETHER SAID USE, HANDLING OR STORAGE WAS NEGLIGENT OR NOT, AND REGARDLESS OF WHETHER THE DAMAGE OR INJURY WAS CONTRIBUTED TO IN ANY WAY BY THE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES, OR THE ARCHITECT/ENGINEER AND ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES. In the event of conflict with any other indemnity paragraph in this Contract, this paragraph controls. This indemnity paragraph is intended solely for the benefit of the parties to this Contract and is not intended to create or grant any rights, contractual or otherwise, to or for any other person or entity. The Prime Contractor shall furnish the Owner and the Architect/Engineer with evidence of insurance sufficient to cover possible damage or injury, which insurance shall either include the Owner and the Architect/Engineer as additional insureds or be sufficiently broad in coverage as to fully protect the Owner and the Architect/Engineer. All explosives shall be stored in a safe and secure manner, under the care of a competent watchman at all times, and all storage places shall be marked clearly and conspicuously: "DANGEROUS -EXPLOSIVES." The method of storing and handling explosives and highly flammable materials shall conform to Federal and State laws, City of Denton ordinances, and the City of Denton Fire Department regulations. The Prime Contractor shall notify any telecommunications and public utility company and any private property owners having structures in the proximity of the Project Site of the Prime Contractor's intention to use explosives, and such notice shall be given sufficiently in advance to enable the telecommunications and public utility companies and private property owners to take such steps as they may deem necessary to protect their property from injury. The notice shall not relieve the Prime Contractor of any responsibility for damage resulting from any blasting operations. (f) The Prime Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Clauses 10.2(a)(2) and 10.2(a)(3) caused in whole or in part by the Prime Contractor, a Subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Prime Contractor is RFP # 5142 132 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 responsible under Clauses 10.2(a)(2) and 10.2(a)(3), except damage or loss attributable to acts or omissions of the Owner or Architect/Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Prime Contractor or any of its Subcontractors. The foregoing obligations of the Prime Contractor are in addition to the Prime Contractor's obligations under Paragraph 3.19. To the extent that any such damage or loss may be covered by property insurance or other insurance required by the Contract Documents, the Owner and the Prime Contractor shall exercise their best efforts to make a claim and obtain recovery from the insurers to provide for the cost, in whole or in part, of the repair work or to provide for reimbursement for such damage or loss. (g) The Prime Contractor shall designate a responsible member of the Prime Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Prime Contractor's superintendent unless otherwise designated by the Prime Contractor in writing to the Owner and Architect/Engineer. (h) The Prime Contractor shall not load or permit any part of the Work or the Project site to be loaded so as to endanger its safety. 10.3 EMERGENCIES In an emergency affecting safety, health, or security of persons or property, the Prime Contractor shall act, at the Prime Contractor's discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Prime Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7. 10.4 PUBLIC CONVENIENCE AND SAFETY (a) The Prime Contractor shall place materials stored about the Work and shall conduct the Work at all times in a manner that causes no greater obstruction to the public than is considered necessary by the Owner. Sidewalks or streets shall not be obstructed, except by special permission of the Owner. The materials excavated and the construction materials or plant used in the performance of the Work shall be placed in a manner that does not endanger the Work or prevent free access to all fire hydrants, water mains and appurtenances, water valves, gas valves, manholes for the telephone, telegraph signal or electric conduits, wastewater mains and appurtenances, and fire alarm or police call boxes in the vicinity. (b) The Owner reserves the right to remedy any neglect on the part of the Prime Contractor in regard to public convenience and safety which may come to the Owner's attention, after twenty-four (24) hours notice in writing to the Prime Contractor. In case of an emergency, the Owner shall have the right to immediately remedy any neglect without notice. In either case, the cost of any work done by the Owner to remedy the Prime Contractor's neglect shall be deducted from the Contract Sum. The Prime Contractor shall notify the City Traffic Control Department when any street is to be closed or obstructed. The notice shall, in the case of major thoroughfares or street upon which RFP # 5142 133 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 transit lines operate, be forty-eight (48) hours in advance. The Owner reserves the right to postpone or prohibit any closure or obstruction of any streets or thoroughfares to the extent necessary for the safety and benefit of the traveling public. The Prime Contractor shall, when directed by the Architect/Engineer or the Owner, keep any street or streets in condition for unobstructed use by City departments. When the Prime Contractor is required to construct temporary bridges or make other arrangements for crossing over ditches or around structures, the Prime Contractor's responsibility for accidents shall include the roadway approaches as well as the crossing structures. 10.5 BARRICADES, LIGHTS AND WATCHMEN If the Work is carried on or adjacent to any street, alley or public place, the Prime Contractor shall, at the Prime Contractor's own cost and expense, furnish, erect and maintain sufficient barricades, fences, lights and danger signals, shall provide sufficient watchmen, and shall take such other precautionary measures as are necessary for the protection of persons or property and of the Work. All barricades shall be painted in a color that will be visible at night, shall indicate in bold letters thereon the Prime Contractor's name and shall be illuminated by lights from sunset to sunrise. The term "lights," as used in this Paragraph, shall mean flares, flashers, or other illuminated devices. A sufficient number of barricades with adequate markings and directional devices shall also be erected to keep vehicles from being driven on or into any Work under construction. The Prime Contractor will be held responsible for all damage to the Work due to failure of barricades, signs, lights and watchmen to protect the Work. Whenever evidence is found of such damage, the Architect/Engineer may order the damaged portion immediately removed and replaced by the Prime Contractor at Prime Contractor's cost and expense. The Prime Contractor's responsibility for maintenance of barricades, signs, and lights, and for providing watchmen, shall not cease until the Project has been finally accepted by the Owner. 10.6 PUBLIC UTILITIES AND OTHER PROPERTIES TO BE CHANGED In case it is necessary to change or move the property of the Owner or of any telecommunications or public utility, such property shall not be removed or interfered with until ordered to do so by the Architect/Engineer. The right is reserved to the owner of any public or private utilities to enter upon the Project site for the purpose of making such changes or repairs of their property that may become necessary during the performance of the Work. The Owner reserves the right of entry upon the Project site for any purpose, including repairing or relaying sewer and water lines and appurtenances, repairing structures, and for making other repairs, changes, or extensions to any of the Owner's property. The Owner's actions shall conform to the Prime Contractor's current and approved schedule for the performance of the Work, provided that proper notification of schedule requirements has been given to the Owner by the Prime Contractor. 10.7 TEMPORARY STORM SEWER AND DRAIN CONNECTIONS When existing storm sewers or drains have to be taken up or removed, the Prime Contractor shall at his own expense provide and maintain temporary outlets and RFP # 5142 134 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 connections for all public and private storm sewers and drains. The Prime Contractor shall also take care of all storm sewage and drainage which will be received from these storm drains and sewers; for this purpose, the Prime Contractor shall provide and maintain, at the Prime Contractor's own expense, adequate pumping facilities and temporary outlets or diversions. The Prime Contractor shall, at the Prime Contractor's own expense, construct such troughs, pipes, or other structures necessary and shall be prepared at all times to dispose of storm drainage and sewage received from these temporary connections until such time as the permanent connections are built and in service. The existing storm sewers and connections shall be kept in service and maintained under the Contract, except where specified or ordered to be abandoned by the Architect/Engineer. All storm water and sewage shall be disposed of in a satisfactory manner so that no nuisance is created and that the Work under construction will be adequately protected. 10.8 ARRANGEMENT AND CHARGE FOR WATER FURNISHED BY THE OWNER; ELECTRICITY FOR THE PROJECT (a) When the Prime Contractor desires to use the Owner's water in connection with the Work, the Prime Contractor shall make complete and satisfactory arrangements with the Denton Water Utilities Department and shall be responsible for the cost of the water the Prime Contractor uses. Where meters are used, the charge will be at the regular established rate; where no meters are used, the charge will be as prescribed by City ordinance, or where no ordinance applies, payment shall be based on estimates made by the Denton Water Utilities Department. (b) The Prime Contractor shall make complete and satisfactory arrangements for electricity and metered electrical connections with the Owner or with Denton Municipal Electric in the event that separately metered electrical connections are required for the Project. The Prime Contractor shall pay for all electricity used in the performance of the Work through separate metered electrical connections obtained by the Prime Contractor through the City of Denton. 10.9 USE OF FIRE HYDRANTS The Prime Contractor, Subcontractors, and any other person working on the Project shall not open, turn off, interfere with, attach any pipe or hose to, or connect anything with any fire hydrant, stop valve, or stop cock, or tap any water main belonging to the Owner, unless duly authorized to do so by the Denton Water Utilities Department in accordance with the Denton City Code. 10.10 ENVIRONMENTAL COMPLIANCE (a) The Prime Contractor and its Subcontractors are deemed to have made themselves familiar with and at all times shall comply with all applicable federal, state or local laws, rules, regulations, ordinances, and rules of common law now in effect (including any amendments now in effect), relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, RFP # 5142 135 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 42 U.S.C.A. §§ 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. §§ 1801, et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.A. §§ 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C.A §§ 1201, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601, et seq.; the Clean Air Act, 42 U.S.C.A. §§ 7401, et seq.; the Safe Drinking Water Act, 42 U.S.C.A. §§ 3808, et seq., and any current judicial or administrative interpretation of these laws, rules, regulations, ordinances, or rules of common law, including but not limited to any judicial or administrative order, consent decree, or judgment affecting the Project. (b) In the event the Prime Contractor encounters on the site materials reasonably believed to be a Hazardous Substance that have not been rendered harmless, and removal of such materials is not a part of the scope of Work required under the Contract Documents, the Prime Contractor shall immediately stop Work in the affected area and report in writing the facts of such encounter to the Architect/Engineer and the Owner. Work in the affected area shall not thereafter be resumed except by written order of the Owner unless and until the material is determined not to be a Hazardous Substance or the Hazardous Substance is remediated. The Owner may choose to remediate the Hazardous Substance with a separate contractor or through a Change Order with the Prime Contractor. If the Owner determines that the Hazardous Substance exists in the affected area due to the fault or negligence of the Prime Contractor or any of its Subcontractors, the Prime Contractor shall be responsible for remediating the condition at the sole expense of the Prime Contractor in accordance with the Prime Contractor's APPROVED Spill Remediation Plan. An extension of the Contract Time for any delay in the progress schedule caused as a result of the discovery and remediation of a Hazardous Substance may be granted by the Owner only if all remaining Work on the Project must be suspended and the delay cannot be made up elsewhere in the progress schedule. Any request for an extension of the Contract Time related to the discovery and remediation of a Hazardous Substance is subject to the provisions of Paragraph 4.3 and Article 8. (c) The Prime Contractor shall be responsible for identification, abatement, cleanup, control, removal, remediation, and disposal of any Hazardous Substance brought into or upon the site by the Prime Contractor or any Subcontractor or Supplier. The Prime Contractor shall obtain any and all permits necessary for the legal and proper handling, transportation, and disposal of the Hazardous Substance and shall, prior to undertaking any abatement, cleanup, control, removal, remediation, and disposal, notify the Owner and the Architect/Engineer so that they may observe the activities; provided, however, that it shall be the Prime Contractor's sole responsibility to comply with all applicable laws, rules, regulations, or ordinances governing the activities. (d) Spill Prevention Plan. At least seventy-two (72) hours prior to commencing performance of any of the Work at the Project site, the Prime Contractor shall submit to the Owner for review and approval a Spill Prevention and Response Plan (SPRP) meeting the requirements of federal and state law, rules, and regulations. The SPRP shall be specially designed for the Prime Contractor's planned work methods and RFP # 5142 136 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 procedures. The SPRP shall be designed to complement all applicable safety standards, fire prevention regulations, and pollution prevention policies and procedures. The SPRP shall include estimates of the quantity and rate of flow should equipment fail, and detail containment or diversionary structures to prevent spills from leaving the site or migrating into adjacent properties or navigable waters. The SPRP shall include methods of recovery of spilled materials and all applicable twenty-four (24) hour emergency phone numbers, including without limitation that of the Owner's Project Manager or other designated representative. The Prime Contractor shall not commence any field work prior to approval of such plan by the Owner. The following additional rules shall apply with respect to spills caused by the Prime Contractor or a Subcontractor: (1) The Prime Contractor shall immediately report any spill or release at the Project site, whether or not it is associated with this Contract, to the Owner's Project Manager or other designated representative. Thereafter, within two (2) working days after the occurrence of such event, the Prime Contractor shall submit a written report describing such event in a degree of detail reasonably acceptable to the Owner. (2) The Prime Contractor shall immediately respond in accordance with the SPRP in the event of a spill. (3) The Prime Contractor shall dispose of spilled materials in accordance with EPA and Texas Commission on Environmental Quality (TCEQ) regulations and any other applicable federal, state, or local laws, rules, or regulations. In connection with such disposals, the Prime Contractor shall use only those transporters and disposal facilities that are approved in advance in writing by the Owner. A copy of all transport manifests for the spilled materials shall be obtained and retained in the Prime Contractor's records for reference purposes, to be provided upon request of the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. ALL COSTS OF COLLECTION, CONTAINMENT, AND DISPOSAL OF SPILLED MATERIALS SHALL BE THE SOLE RESPONSIBILITY OF THE PRIME CONTRACTOR. (4) For purposes of this Subparagraph (e), the term "spill" includes any kind of environmental discharge or release. (e) Clean Air Management Plan. The Prime Contractor shall comply with the Clean Air Management Plan submitted to and approved by the Owner during the contractor selection process. The Owner reserves the right, at the Prime Contractor's sole expense, to require the removal or retrofitting of any equipment used in the course of construction that does not comply with the Plan submitted to and approved by the Owner. (f) The Prime Contractor shall deposit surplus or waste excavation or other materials removed as part of the Work at a legal disposal site in accordance with all applicable state, federal, and local laws, rules, regulations, and ordinances. The Prime Contractor RFP # 5142 137 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 shall submit to the Owner for review and approval all planned disposal sites or proposed uses for the surplus or waste excavation or other materials prior to removal of any excavation or other material from the Project site. A copy of all transport manifests for surplus or waste excavation or other materials shall be obtained and retained in the Prime Contractor's records for reference purposes, to be provided upon request to the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. (g) The Prime Contractor is responsible for obtaining all TXPDES Storm Water Permits from TCEQ for construction of the Project under regulations contained in 40 CFR Part 122, as amended, pursuant to the Clean Water Act, 33 U.S.C.A. §§1251 et seq. These regulations require the filing of a notice of intent to obtain and abide by the general storm water permit for construction activities promulgated by EPA, including but not limited to cleaning, grading, and excavation that disturb the applicable amount of total land area. In addition, the Prime Contractor shall comply with all regulations of the Owner relating to storm water and storm water runoff management at the Project site pursuant to Chapter 19, Article IX, Denton City Code, as amended. (h) The Prime Contractor shall not install any materials in the performance of the Work that contain asbestos or asbestos -related material such as hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non -friable. (i) The Owner reserves the right in its sole option to exercise the following remedies (without waiving the right to pursue the imposition of any civil or criminal fines or penalties that may be imposed under state, federal, or local laws or ordinances), at no additional cost to the Owner and without an extension of the Contract Time, in the event the Prime Contractor fails or refuses after seven (7) days advance written notice from the Owner to comply with the provisions of this Paragraph 10.10, the terms of the SPRP, the terms of the Clean Air Management Plan, any storm water permit or other environmental permit issued in connection with the Work, or any applicable environmental law, rule, regulation, or ordinance: (1) suspend all or any portion of the Work until the noncompliance is corrected, or until a detailed plan to achieve compliance within a reasonably prompt period of time is prepared by the Prime Contractor and approved by the Owner; (2) if the Prime Contractor fails to properly address the noncompliance within the time stipulated by the Owner, perform the necessary remediation or correction work and backcharge the Prime Contractor for the cost of the remediation or correction; or (3) terminate the Contract for cause as provided in Article 13. ARTICLE 11 INSURANCE AND BONDS RFP # 5142 138 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 11.1 PRIME CONTRACTOR'S INSURANCE Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.2 PROPERTY INSURANCE Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.3 `UMBRELLA' LIABILITY INSURANCE Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.4 POLICY ENDORSEMENTS AND SPECIAL CONDITIONS Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.5 PERFORMANCE AND PAYMENT BONDS (a) Subject to the provisions of Subparagraph 11.5(b), the Prime Contractor shall, with the execution and delivery of the Construction Services Agreement, furnish and file with the Owner in the amounts required in this Paragraph, the surety bonds described in Clauses (a)(1) and (a)(2) below, which surety bonds shall be in accordance with the Charter of the City of Denton and the provisions of Chapter 2253, Texas Government Code, as amended; each bond shall be signed by the Prime Contractor, as Principal, and by an established bonding company, as surety, meeting the requirements of Subparagraph 11.5(c) and approved by the Owner. The surety bonds shall be accompanied by an appropriate Power -of -Attorney clearly establishing the extent and limitations of the authority of each signer to so sign: (1) Performance Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and faithful execution of the Work and performance of the Contract in accordance with Plans, Specifications and all other Contract Documents, including any Amendments thereof, for the protection of the Owner. This bond shall also provide for the repair and maintenance of all defects due to faulty materials and workmanship that appear within a period of two (2) years from RFP # 5142 139 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 the date of final completion and acceptance of the improvements by the Owner or lesser or longer periods as may be otherwise designated in the Contract Documents. (2) Payment Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and prompt payment of all claimants supplying labor or materials in the prosecution of the Work provided for in the Contract Documents and any Amendments thereto, and for the use and protection of each claimant. (b) If the Contract Sum, including Owner -accepted alternates and allowances, if any, is greater than $50,000, Payment bonds in 100% of the Contract Sum are mandatory and shall be required to be provided by the Contractor. If the Contract Sum is greater than $100,000, a Payment Bond and Performance Bond in 100% of the Contract amount is mandatory. (c) No surety will be accepted by the Owner who is now in default or delinquent on any bonds or who is a party to any litigation against the Owner. All bonds shall be made and executed on the Owner's standard forms, shall be approved by the Owner, and shall be executed by not less than one corporate surety that is authorized and admitted to do business in the State of Texas, is licensed by the State of Texas to issue surety bonds, is listed in the most current United States Department of the Treasury List of Acceptable Sureties, and is otherwise acceptable to the Owner. Each bond shall be executed by the Prime Contractor and the surety, and shall specify that legal venue for enforcement of each bond shall lie exclusively in Denton County, Texas. Each surety shall designate an agent resident in Denton County, Texas to whom any requisite statutory notices may be delivered and on whom service of process may be had in matters arising out of the suretyship. (d) Contractor will be required to furnish original performance and payment bonds for 100 percent of the total submission price before work is to commence. The Contractor shall assume all costs in increasing the bond limits if change orders are formally approved. Bonds shall be in accordance with the V.T.C.A Government Code Section 2253.021, as amended, from a surety licensed to do business in the State of Texas. The City, at its option, may waive the payment and performance bond requirements for projects of less than $50,000. Bond forms are attached and shall be returned upon notice of contract award by the City. Bonds should be forwarded to the City of Denton within fourteen (14) calendar days from contract award. This contract is not fully executed until payment and performance bonds are received and accepted by the City. Upon approval, a purchase order will be issued. (e) The failure of the Contractor to deliver the required statutory bonds and evidence of insurance within fourteen (14) calendar days after the Contract is awarded shall constitute a material breach of the Prime Contractor's bid proposal and the Owner may RFP # 5142 140 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 rescind the Contract award and collect or retain the proceeds of the bid security. By reason of the uncertainty of the market prices or materials and labor, and it being impracticable and difficult to determine accurately the amount of damages occurring to the Owner by reason of the Prime Contractor's failure to execute and furnish the statutory bonds within fourteen (14) calendar days, the filing of a bid proposal with the accompanying bid security will be considered as an acceptance of this Subparagraph 11.5(e). In the event the Owner should re -advertise for bids, the defaulting Prime Contractor shall not be eligible to bid, and the lowest responsible bid obtained in the re - advertisement shall be the bid referred to in this Paragraph. ARTICLE 12 DEFECTIVE AND NONCONFORMING WORK 12.1 UNCOVERING OF WORK (a) If a portion of the Work is covered contrary to the Architect/Engineer's request or to requirements specifically expressed in the Contract Documents, the Work must, if required in writing by the Architect/Engineer, be uncovered for the Architect/Engineer's observation and be replaced at the Prime Contractor's expense without change in the Contract Time. (b) If a portion of the Work has been covered which the Architect/Engineer has not specifically requested to observe prior to it being covered, the Architect/Engineer may request to see such Work and it shall be uncovered by the Prime Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be charged to the Owner. If any Work is not in accordance with the Contract Documents, the Prime Contractor shall pay the costs of uncovering, repair, replacement unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK (a) The Prime Contractor shall promptly correct Work rejected by the Architect/Engineer as failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Prime Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect/Engineer's services and expenses made necessary thereby. (b) If any of the Work is found to be defective or nonconforming with the requirements of the Contract Documents, the Prime Contractor shall correct it promptly after receipt of written notice from the Architect/Engineer or the Owner to do so unless the Owner has previously given the Prime Contractor a written acceptance or waiver of the defect or nonconformity. The Prime Contractor's obligation to correct defective or nonconforming Work remains in effect for: RFP # 5142 141 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (1) one year after the date of Substantial Completion of the Work or designated portion of the Work; (2) one year after the date for commencement of warranties established by agreement in connection with partial occupancy under Subparagraph 9.8(a); or (3) the stipulated duration of any applicable special warranty required by the Contract Documents. (c) The one-year period described in Clauses (b)(1) and (b)(2) shall be extended with respect to portions of the Work performed, repaired, or corrected after Substantial Completion by the period of time between Substantial Completion and the actual completion of the Work. (d) The obligations of the Prime Contractor under this Paragraph 12.2 shall survive final acceptance of the Work and termination of this Contract. The Owner shall give notice to the Prime Contractor promptly after discovery of a defective or nonconforming condition in the Work. The one-year period stated in Clauses (b)(1) and (b)(2) does not limit the ability of the Owner to require the Prime Contractor to correct latent defects or nonconformities in the Work, which defects or nonconformities could not have been discovered through reasonable diligence by the Owner or the Architect/Engineer at the time the Work was performed or at the time of inspection for certification of Substantial Completion or Final Completion. The one year period also does not relieve the Prime Contractor from liability for any defects or deficiencies in the Work that may be discovered after the expiration of the one year correction period. (e) The Prime Contractor shall remove from the Project site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Prime Contractor nor accepted by the Owner. (f) If the Prime Contractor fails to correct defective or nonconforming Work within a reasonable time after notice from the Owner or the Architect/Engineer, the Owner may correct it in accordance with Paragraph 2.4. If the Prime Contractor does not proceed with correction of defective or nonconforming Work within a reasonable time fixed by written notice from the Architect/Engineer, the Owner may remove or replace the defective or nonconforming Work and store the salvageable materials or equipment at the Prime Contractor's expense. If the Prime Contractor does not pay costs of removal and storage within ten days after written notice, the Owner may, upon ten (10) additional days written notice, sell the materials and equipment at auction or at private sale and shall account for the proceeds after deducting costs and damages that should have been borne by the Prime Contractor, including compensation for the Architect/Engineer's services and expenses made necessary as a result of the sale. If the proceeds of sale do not cover costs which the Prime Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments due to the Prime Contractor then or thereafter are not sufficient to cover the deficiency, the Prime Contractor shall pay the difference to the Owner. RFP # 5142 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (g) The Prime Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether the construction is completed or partially completed, that is caused by the Prime Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. (h) Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Prime Contractor might have under the Contract Documents. Establishment of the one-year time period as described in Subparagraph 12.2(b) relates only to the specific obligation of the Prime Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Prime Contractor's liability with respect to the Prime Contractor's obligations other than specifically to correct the Work. (i) Any Work repaired or replaced pursuant to this Article 12 shall be subject to the provisions of Article 12 to the same extent as Work originally performed or installed. 12.3 ACCEPTANCE OF NONCONFORMING WORK The Owner may, in the Owner's sole discretion, accept Work which is not in accordance with the requirements of the Contract Documents instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. The adjustment will be accomplished whether or not final payment has been made. ARTICLE 13 COMPLETION OF THE CONTRACT; TERMINATION; TEMPORARY SUSPENSION 13.1 FINAL COMPLETION OF CONTRACT The Contract will be considered completed, except as provided in any warranty or maintenance stipulations, bond, or by law, when all the Work has been finally completed, the final inspection is made by the Architect/Engineer, and final acceptance and final payment is made by the Owner. 13.2 WARRANTY FULFILLMENT Prior to the expiration of the specified warranty period provided for in the Contract Documents, the Architect/Engineer will make a detailed inspection of the Work and will advise the Prime Contractor and the Prime Contractor's Surety of the items that require correction. The Architect/Engineer will make a subsequent inspection and if the corrections have been properly performed, the Architect/Engineer will issue a letter of release on the maintenance stipulations to the Prime Contractor and the Surety. If for any reason the Prime Contractor has not made the required corrections before the expiration of the warranty period, the warranty provisions as provided for in the Contract Documents shall remain in RFP # 5142 143 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 effect until the corrections have been properly performed and a letter of release issued. 13.3 TERMINATION BY THE OWNER FOR CAUSE (a) Notwithstanding any other provision of these General Conditions, the Work or any portion of the Work may be terminated immediately by the Owner for any good cause after giving seven (7) days advance written notice and opportunity to cure to the Prime Contractor, including but not limited to the following causes: (1) Failure or refusal of the Prime Contractor to start the Work within ten (10) days after the date of written notice by the Owner to commence the Work. (2) A reasonable belief that the progress of the Work being made by the Prime Contractor is insufficient to complete the Work within the specified time. (3) Failure or refusal of the Prime Contractor to provide sufficient and proper equipment or construction forces to properly execute the Work in a timely manner. (4) A reasonable belief that the Prime Contractor has abandoned the Work. (5) A reasonable belief that the Contractor has become insolvent, bankrupt, or otherwise financially unable to carry on the Work. (6) Failure or refusal on the part of the Contractor to observe any requirements of the Contract Documents or to comply with any written orders given by the Architect/Engineer or the Owner as provided for in the Contract Documents. (7) Failure or refusal of the Prime Contractor to promptly make good any defects in materials or workmanship, or any defects of any nature, the correction of which has been directed in writing by the Architect/Engineer. (8) A reasonable belief by the Owner that collusion exists or has occurred for the purpose of illegally procuring the Contract or a Subcontractor, or that a fraud is being perpetrated on the Owner in connection with the construction of Work under the Contract. (9) Repeated and flagrant violation of safe working procedures. (10) The filing by the Prime Contractor of litigation against the Owner prior to completion of the Work. (b) When the Work or any portion of the Work is terminated for any of the causes itemized above or for any other cause except termination for convenience pursuant to Subparagraph 13.3(e), the Prime Contractor shall, as of the date specified by the Owner, discontinue the Work or portion of the Work as the Owner shall designate, whereupon the surety shall, within fifteen (15) days after the written notice of termination for cause has been served upon the Prime Contractor and the surety or its RFP # 5142 144 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 authorized agents, assume the obligations of the Prime Contractor for the Work or that portion of the Work which the Owner has ordered the Prime Contractor to discontinue and may: (1) perform the Work with forces employed by the surety; (2) with the written consent of the Owner, tender a replacement contractor to take over and perform the Work, in which event the surety shall be responsible for and pay the amount of any costs required to be incurred for the completion of the Work that are in excess of the amount of funds remaining under the Contract as of the time of the termination; or (3) with the written consent of the Owner, tender and pay to the Owner in settlement the amount of money necessary to finish the balance of uncompleted Work under the Contract, correct existing defective or nonconforming Work, and compensate the Owner for any other loss sustained as a result of Prime Contractor's default. In the event of termination for cause involving Clause (b)(1) or (b)(2), the Surety shall assume the Prime Contractor's place in all respects, and the amount of funds remaining unpaid under the Contract shall be paid by the Owner for all Work performed by the surety or the replacement contractor in accordance with the terms of the Contract Documents, subject to any rights of the Owner to deduct any costs, damages, or liquidated or actual damages that the Owner may have incurred, including but not limited to additional fees and expenses of the Architect/Engineer and attorneys fees, as a result of such termination. (c) The balance of the Contract Sum remaining at the time of the Prime Contractor's default and of the termination shall become due and payable to the surety as the Work progresses, subject to all of the terms, covenants, and conditions of the Contract Documents. If the surety does not, within the time specified in Subparagraph 13.3(b), exercise its obligation to assume the obligations of the Contract, or that portion of the Contract which the Owner has ordered the Prime Contractor to discontinue, then the Owner shall have the power to complete the Work by contract or otherwise, as it may deem necessary. The Prime Contractor agrees that the Owner shall have the right to take possession of or use any or all of the materials, plant, tools, equipment, supplies, and property of every kind provided by the Prime Contractor for the purpose of the Work, and to procure other tools, equipment, labor, and materials for the completion of the Work, and to charge to the account of the Prime Contractor the expenses of completion and labor, materials, tools, equipment, and incidental expenses. The expenses incurred by the Owner to complete the Work shall be deducted by the Owner out of the balance of the Contract Sum remaining unpaid to or unearned by the Contractor. The Prime Contractor and the surety shall be liable to the Owner for any costs incurred in excess of the balance of the Contract Sum for the completion and correction of the Work, and for any other costs, damages, expenses (including but not limited to additional fees of the Architect/Engineer and attorney's fees), and liquidated or actual damages incurred as a result of the termination. RFP # 5142 145 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (d) The Owner shall not be required to obtain the lowest bid for the Work of completing the Contract as described in Subparagraph 13.3(c), but the expenses to be deducted from the Contract Sum shall be the actual cost of such Work. In case the Owner's expense is less than the sum which would have been payable under the Contract, if the same had been completed by the Prime Contractor, then the Owner may pay to the Prime Contractor (or the Surety, in the event of a complete termination for cause) the difference in the cost, provided that the Prime Contractor (or the Surety) shall not be entitled to any claim for damages or for loss of anticipated profits. In case such expenses for completion shall exceed the amount which would have been payable under the Contract if the same had been completed by the Prime Contractor, then the Prime Contractor and his Sureties shall pay the amount of the excess to the Owner on notice from the Owner for excess due. When only a particular part of the Work is being carried on by the Owner by contract or otherwise under the provisions of this Subparagraph, the Prime Contractor shall continue the remainder of the Work in conformity with the terms of the Contract, and in such manner as not to hinder or interfere with the performance of workmen employed and provided by the Owner. (e) The unconditional right to terminate this Contract for the convenience of the Owner (including but not limited to non -appropriation of funding) is expressly retained by the Owner. In the event of termination for convenience, the Owner shall deliver at least ten (10) days advance written notice of termination for convenience to the Prime Contractor. Upon the Prime Contractor's receipt of such written notice, the Prime Contractor shall cease the performance of the Work and shall take reasonable and appropriate action to secure and protect the Work in place. The Prime Contractor shall then be reimbursed by the Owner in accordance with the terms and provisions of the Contract Documents, not to exceed actual labor costs incurred, materials stored at the Project site or away from the Project site as approved by the Owner but not yet paid for, plus actual, reasonable, and documented termination charges, if any, paid by the Prime Contractor in connection with the Work in place which is completed and in conformance with the Contract Documents to the date of termination for convenience. No amount shall ever be due to the Prime Contractor for lost or anticipated profits. 13.4 TEMPORARY SUSPENSION OF THE WORK (a) The Work or any portion of the Work may be temporarily suspended by the Owner immediately upon written notice to the Prime Contractor for any reason, including but not limited to: (1) the causes described in Clauses 13.1(a)(1) through (a)(10) above; (2) where other provisions in the Contract Documents require or permit temporary suspension of the Work; RFP # 5142 146 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 (3) situations where the Work is threatened by, contributes to, or causes an immediate threat to public health, safety, or security; or (4) other unforeseen conditions or circumstances. (b) The Prime Contractor shall immediately resume the temporarily suspended Work when ordered in writing by the Owner to do so. The Owner shall not under any circumstances be liable for any claim of the Prime Contractor arising from a temporary suspension due to a cause described in Clause (a)(1) above; provided, however, that in the case of a temporary suspension for any of the reasons described under Clauses (a)(2) through (a)(4), where the Prime Contractor is not a contributing cause of the suspension under one of those Clauses or where the provision of the Contract Documents in question specifically provides that the suspension is at no cost to the Owner, the Owner will make an equitable adjustment for the following items, provided that a claim is properly made by the Prime Contractor under Subparagraph 4.3 of these General Conditions: (1) an equitable extension of the Contract Time, not to exceed the actual delay caused by the temporary suspension as determined by the Architect/Engineer and the Owner; (2) an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable costs of properly protecting any Work that is finished or partially finished during the period of the temporary suspension (no profit and overhead shall be allowed on top of these costs); and (3) if it becomes necessary to move equipment from the Project site and then return it to the Project site when the Work is ordered to be resumed, an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable cost of these moves; provided, however, that no adjustment shall be due if the equipment is moved to another Project site of the Owner. ARTICLE 14 MISCELLANEOUS PROVISIONS 14.1 GOVERNING LAW; COMPLIANCE WITH LAWS AND REGULATIONS (a) This Contract shall be in all things governed by the laws of the State of Texas without regard to conflict of laws principles. (b) The Contractor shall, during the performance of the Work, comply with all applicable City codes and ordinances, as amended, and all applicable State and Federal laws, rules and regulations, as amended. 14.2 SUCCESSORS AND ASSIGNS The Owner and the Prime Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the promises, covenants, terms, conditions, RFP # 5142 147 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 and obligations contained in the Contract Documents. The Prime Contractor shall not assign, transfer, or convey its interest or rights in the Contract, in part or as a whole, without written consent of the Owner. If the Prime Contractor attempts to make an assignment, transfer, or conveyance without the Owner's written consent, the Contractor shall nevertheless remain legally responsible for all obligations under the Contract Documents. The Owner shall not assign any portion of the Contract Sum due or to become due under this Contract without the written consent of the Prime Contractor, except where assignment is compelled or allowed by court order, the terms of the Contract Documents, or other operation of law. 14.3 WRITTEN NOTICE Except as otherwise provided in Article 16, any notice, payment, statement, or demand required or permitted to be given under this Contract by either party to the other may be effected by personal delivery in writing or by mail, postage prepaid to the Project Manager or Superintendent of either party, or to an officer, partner, or other designated representative of either party. Mailed notices shall be addressed to the parties at an address designated by each party, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing. 14.4 RIGHTS AND REMEDIES; NO WAIVER OF RIGHTS BY OWNER (a) The duties and obligations imposed on the Prime Contractor by the Contract Documents and the rights and remedies available to the Owner under the Contract Documents shall be in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or made available by law. (b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the Owner under the Contract Documents, nor shall any action or failure to act by the Owner constitute approval of or acquiescence in a breach of the Contract by Prime Contractor, except as may be specifically agreed in writing by Change Order or Supplemental Agreement. 14.5 INTEREST The Owner shall not be liable for interest on any progress or final payment to be made under the Contract Documents, except as may be provided by the applicable provisions of the Prompt Payment Act, Chapter 2251, Texas Government Code, as amended, subject to Paragraph 9.6(a) of these General Conditions. 14.6 OFFICERS OR EMPLOYEES OF THE OWNER NOT TO HAVE FINANCIAL INTEREST IN ANY CONTRACT OF THE OWNER No officer or employee of the Owner shall have a financial interest, direct or indirect, in any Contract with the Owner, or be financially interested, directly or indirectly, in the sale to the Owner of any land, materials, supplies or services, except on behalf of the Owner as an officer or employee. Any violation of this article shall constitute malfeasance in office, and RFP # 5142 148 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 any officer or employee of Owner guilty thereof shall thereby forfeit his office or position. Any violation of this section, with the knowledge, express or implied, of the person, persons, partnership, company, firm, association or corporation contracting with the Owner shall render the Contract involved voidable by the Owner's City Manager or City Council. 14.7 VENUE This Contract is deemed to be performed in Denton County, Texas, and if legal action is necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas. 14.8 INDEPENDENT CONTRACTOR In performing the Work under this Contract, the relationship between the Owner and the Prime Contractor is that of an independent contractor. The Prime Contractor shall exercise independent judgment in performing the Work and is solely responsible for setting working hours, scheduling or prioritizing the Work flow and determining the means and methods of performing the Work, subject only to the requirements of the Contract Documents. No term or provision of this Contract shall be construed as making the Prime Contractor an agent, servant, or employee of the Owner, or making the Prime Contractor or any of the Prime Contractor's employees, agents, or servants eligible for the fringe benefits, such as retirement, insurance and worker's compensation, which the Owner provides to its employees. 14.9 NONDISCRIMINATION As a condition of this Contract, the Prime Contractor covenants that he will take all necessary actions to insure that, in connection with any work under this Contract, the Prime Contractor and its Subcontractors will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements. The Prime Contractor shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §§12101- 12213, as amended. In this regard, the Prime Contractor shall keep, retain and safeguard all records relating to his Contract or Work performed thereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized representatives of the Owner, upon request, for purposes of evaluating compliance with this and other provisions of the Contract. 14.10 GIFTS TO PUBLIC SERVANTS (a) The Owner may terminate this Contract immediately if the Prime Contractor has offered, conferred, or agreed to confer any benefit on a City of Denton employee or official that the City of Denton employee or official is prohibited by law from accepting. (b) For purposes of this Article, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in RFP # 5142 149 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. (c) Notwithstanding any other legal remedies, the Owner may require the Prime Contractor to remove any employee of the Prime Contractor from the Project who has violated the restrictions of this Article or any similar State or Federal law, and obtain reimbursement for any expenditures made to the Prime Contractor as a result of the improper offer, agreement to confer, or conferring of a benefit to a City of Denton employee or official. ARTICLE 15 RIGHT TO AUDIT CONTRACTOR'S RECORDS By execution of the Building Construction Services Agreement, the Prime Contractor grants the Owner the right to audit, at the Owner's election, all of the Prime Contractor's records and billings relating to the performance of the Work under the Contract Documents. The Prime Contractor agrees to retain its Project records for a minimum of five (5) years following completion of the Work. The Owner agrees that it will exercise the right to audit only at reasonable hours. City may review any and all of the services performed by Prime Contractor under this Contract. Any payment, settlement, satisfaction, or release made or provided during the course of performance of this Contract shall be subject to City's rights as may be disclosed by an audit under this section. ARTICLE 16 NOTICE OF CONTRACT CLAIM This Contract is subject to the provisions of the Denton City Code, as amended, relating to requirements for filing a notice of a breach of contract claim against City. Prime Contractor shall comply with the requirements of this ordinance as a precondition of any litigation relating to this Contract, in addition to all other requirements in this Contract related to claims and notice of claims. 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 RFP # 5142 150 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 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. Contract # 6085 151 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • 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 Contract # 6085 152 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [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 I 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. Contract # 6085 153 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime 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. Contract # 6085 154 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 ATTACHMENT 1 [X] 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 Contract # 6085 155 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, Contract # 6085 156 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 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. Contract # 6085 157 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 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 an original notarized 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. Sign and notarize the Form 1295 6. Email the notarized form to purchasing_kcityofdenton.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. Contract # 6085 158 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 EXHIBIT F INDIVIDUAL PROJECT INITIATION PROCESS This section establishes the process whereby individual construction projects will be initiated. It is a general outline of the steps to be taken in setting project construction schedules and establishing project prices. The steps are generally in order of occurrence; however, nothing herein precludes the parties from agreeing to an amended approach for any given project. 1. The starting point for the process shall be when the project plans are delivered to the contractor by DME. At this time, both parties will agree to the project mobilization date. Project plans shall include a list of owner furnished material and projected dates of availability and a status of the site preparation. DME and the contractor will coordinate, to the extent feasible, in the development phases of projects to better facilitate planning for both parties. Benefits could be realized in long range budget forecasting, better project timing, constructability planning, and in coordinating and optimizing contractor resources and availability. 2. The contractor shall acknowledge receipt of the plans, indicate acceptance of the planned start date or propose an alternate start date, and shall propose a preconstruction conference to discuss the project. The preconstruction conference shall be scheduled prior to the agreed upon start date. 3. At the preconstruction conference, the following actions are expected: a. The contractor shall provide: 1) A formal estimate of the cost based on the contract unit costs in force at the time of the notice based on the units shown on the project plans 2) A proposed time to be allowed for construction at the preconstruction conference 3) A project plan for the construction 4) A list of classification and quantity of expected personnel that will be assigned to the project 5) A list of the type and quantity of expected equipment that will be assigned to the project 6) Indicate a date when bonds may be expected to be received by Purchasing if the project is over $50,000 7) Raise any issues of concern b. DME shall provide: 1) Revised project plans, if any 2) A description of the project and constraints and answer questions 3) An updated list of owner furnished materials and projected dates of availability if there have been any changes from the initial list 4) An estimate of cost based on the units shown on the plans 5) An update to the status of site preparation if there have been any changes 6) Raise any issues of concern Contract # 6085 159 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 EXHIBIT 3 c. Jointly, both parties shall (some items may require additional time after the preconstruction conference for resolution. Resolution must be achieved before the purchase order can be issued): 1) Review the project plan 2) Attempt to arrive at a final cost estimate 3) Establish a formal project start for mobilization 4) Establish a formal project time for construction 5) Attempt to resolve concerns on all issues or agree on a process and time for resolving issues 3. After a formal start date and pricing are established: a. DME will enter the requisition for the purchase order based on the agreed pricing. b. The contractor shall provide one (1) set of original sealed bonds to Purchasing at 901 B Texas Street, Denton TX 76209 using the City provided bond templates. c. Purchasing shall acknowledge receipt of bonds via email to the contractor and DME. d. Purchasing shall issue the purchase order with 5% retainage, which shall serve as the official notice to proceed. Retainage may be waived at the City's discretion for individual projects less than $400,000. Contract # 6085 160 Contack Thomas Bode Email: Thomos.Bde@can-fercom A 4ZZ l7ANTA SERVICES COMPANY 3340 Roy Orr Boulevard Grand Prairie, TX 77050 Telephone; 972-484-4344 — Fax: 972-484-4223 August 2, 2016 www.can-fer.com 161 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConfiXIHIWEItlit G RFP 6085 PRICING Sheet- Substation Construction Services Proposer's Name: Can-Fer Utility Services, LLC- BAFO Item Estimated Construction Unit UOM Unit Price # Quantityl 1 Mobilization (one per station project) LS 6 $ 8,927.06 FOUNDATIONS (All Labor, Drilling, Forming, Excavation, Rebar, and Concrete; excludes Anchorbolts Foundation F1: H-frame Takeoff Structure Foundation - Labor and 2 Materials (Note: 2 required per structure) EA 74 $ 11,926.75 (Dwg FOUNDATION - F1, Standard: 6' Dia. x 19' 3 Increase/Decrease Foundation F1 in depth by F increments LF 100 $ 576.52 4 Foundation F2: Bus Support Foundation - Labor and Materials EA 1082 $ 2,266.84 (DwgFOUNDATION - F2, Standard: Dia. 2'6"' x Depth 18')' 5 Increase/Decrease Foundation F2 in depth by F increments LF 4,500 $ 119.58 Foundation F3: Transformer and Oil Containment Foundation including 6 installation of the oil containment area steel grating - Labor and Materials EA 16 $ 92,548.99 (Dwg FOUNDATION - 173) Foundation F4: 138kV SPS2 Gas Circuit Breaker Foundation - Labor and 7 Materials EA 79 $ 7,455.84 (Dwg FOUNDATION - 174) 8 Foundation F5: Control Building Foundation - Labor and Materials EA 212 $ 2,133.83 (DwgFOUNDATION - F5, Standard: Dia. 2'6"' x Depth 16') ' 9 Increase/Decrease Foundation F5 in depth by F increments LF 1,067 $ 112.46 Foundation F6: 65' Light Duty Static Mast Foundation - Labor and 10 Materials EA 20 $ 7,904.83 (Dwg FOUNDATION - F6, Standard: Dia. 5' x Depth 18') 11 Increase/Decrease Foundation F6 in depth by 1' increments LF 100 $ 408.13 Foundation F6 HD: 65' Heavy Duty Static Mast Foundation - Labor and 12 Materials EA 10 $ 9,066.29 (Dwg FOUNDATION - F6 HD, Standard: Dia. 5' x Depth 18') 13 Increase/Decrease Foundation F6 HD in depth by 1' increments LF 100 $ 468.35 Foundation Building Stoops: Poured in place stoops for Control and 14 Switchgear buildings - Labor and Materials CY 660 $ 759.23 (Dwg FOUNDATION -177, F8, F9, F12, F13, F20, Other configurations as needed 15 Foundation 10: Light standard foundation - Labor and Materials EA 32 $ 1,166.05 (DwgFOUNDATION - F10, Standard Dia. 2'6" Dia. x Depth 10')' 16 Increase/Decrease Foundation F10 in depth by 1' increments LF 50 $ 113.31 17 Foundation F11: Control Building Foundation - Labor and Materials EA 110 $ 1,904.69 (Dwg FOUNDATION - F11, Standard: 2'6" Dia. x 16 18 Increase/Decrease Foundation F11 in depth by 1' increments LF 100 $ 113.78 Foundation F14: Multi -Bay Takeoff Structure Foundation - Labor and 19 Materials EA 20 $ 23,512.94 (Dwg FOUNDATION - F14, Standard: T-6" Dia. x 24') 20 Increase/Decrease Foundation F14 in depth by 1' increments LF 100 $ 932.14 162 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConfiXIKIWEItlit G RFP 6085 PRICING Sheet- Substation Construction Services Proposer's Name: Can-Fer Utility Services, LLC- BAFO Item Estimated Construction Unit UOM Unit Price # Quantityl 21 Foundation F15: 15kV Breaker Switch Foundation - Labor and Materials EA 4 (Dwg FOUNDATION - F15) $ 3,998.86 22 Foundation F17: Wave Trap/SSVT Foundation EA 8 $ 3,317.94 (Dwg FOUNDATION - F17, Standard 3' Dia. x 16' 23 Increase/Decrease Foundation F17 in depth by F increments LF 32 $ 202.75 Foundation F18 for S&C Outdoor 1200 amp, 15kV, outdoor switchgear - 24 labor and materials EA 8 $ 5,635.12 (Dwg FOUNDATION - F18) BELOW GRADE Ground grid installed in average types of soil, including soils with some 25 rock content, and including all necessary tails and all Cadweld material LF 136,045 $ 6.06 (4/0 CU to be supplied by Owner) 26 Rock trenching adder for installing ground grid in solid formations using LF 26,000 $ 1.49 non -rocky backfill material. Ground rod installed in average types of soil, including soils with some 27 rock content, and including all necessary Cadweld material (rods to be EA 968 $ 119.67 supplied by Owner 28 lGround grid Swage compression fitting installation EA 1,000 $ 26.04 29 Ground rod installed in rock including all necessary Cadweld material EA 159 $ 322.66 rods to be supplied by Owner 30 2" Schedule 40 PVC Underground: Labor Installed (Conduit Owner- LF 14,192 $ 3.26 furnished) 31 2.5" Schedule 40 PVC Underground: Labor Installed (Conduit Owner- LF 34,791 $ 3.26 furnished 32 3" Schedule 40 PVC Underground: Labor Installed (Conduit Owner- LF 100 $ 5.62 furnished 33 4" Schedule 40 PVC Underground: Labor Installed (Conduit Owner- LF 20,794 $ 4.56 furnished 34 6" Schedule 40 PVC Underground: Labor Installed (Conduit Owner- LF 104,657 $ 6.35 furnished 35 Conduit Backfill - Concrete Flowable Fill - Delivered and Placed CY 16,627 $ 122.83 36 Conduit Backfill - Native Material and Compacted CY 14,627 $ 52.07 37 Excavation for concrete flatwork and conduit CY 36,300 $ 40.92 ABOVE GRADE 138 KV Breaker installed including all bus connections, jumpers, 38 equipment grounding and above ground conduit EA 70 $ 2,917.80 (Dwg ELECO2 - ELO1 138 KV High Bus Switch and Stand including auxiliary switch, manual 39 operator, all bus connections, equipment grounding and above ground EA 110 2,533.05 conduit $ (Dwg 138-HBDS0I 163 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConfiXIKIWEItlit G RFP 6085 PRICING Sheet- Substation Construction Services Proposer's Name: Can-Fer Utility Services, LLC- BAFO Item Estimated # Construction Unit UOM Unit Price Quantityl 138 KV Low Bus Switch and Stand including auxiliary switch, manual 40 operator, all bus connections, equipment grounding and above ground EA 67 $ 2,544.21 conduit Dw 138-LBDS01 Substitute Motor Operator for manual operator and auxiliary switch on 41 138kV Low or High Bus Switch EA 12 $ 611.35 (Dwg 138-ELEC25-ELO1 138 KV Transmission Takeoff Structure including grounding, mounting 42 and grounding arresters, constructing arrester phase jumpers and EA 30 $ 4,634.63 connecting if the line is present (Dwg 138-TOSO1 Construct Transmission Takeoff Structure jumpers that connect the 43 transmission line to the station bus. Install if transmission line is present EA 110 $ 297.57 (refer to the OFM list; ,(Dwg 138-ELEC03-ELO1 44 65' Static Mast including grounding EA 30 $ 1,115.88 (Dwg 65-OHSWO1) 138kV - 15 KV Transformer including all bus connections, equipment 45 grounding and above ground conduit (refer to OFM list) EA 16 $ 1,193.99 (Dwg 138-ELEC24-ELO1 46 Control Building including all equipment grounding and above ground EA 10 $ 1,710.52 conduit refer to OFM list Distribution Switchgear Enclosure including all bus connections, 47 equipment grounding and above ground conduit (refer to OFM list) EA 20 $ 1,733.09 ,(Dwg 138-ELEC24-ELO1) 48 3/8" EHS Static wire installation between the 65' steel static pole and LF 17,810 $ 3.79 takeoff tower (Owner furnished static wire, hardware, and jumpers) 49 138 kV Bus Support including insulator, bus connection and grounding EA 359 $ 189.70 (Dwg 138-1PHBP01 & 138-1PLBP01) 138 kV CT with Stand including bus connections, conduit, junction box, 50 grounding, single installation EA 52 $ 2,127.81 (Dwg 138-1PLCTP02-ERO1 & 138-1PLCTP02-SDO1) 138 kV PT/CCVT with Stand including bus connections, conduit, 51 junction box, grounding, single installation EA 179 $ 1,941.83 ,(Dwg 138-1PTP01 52 15kV Bus Support including insulators, bus connections, and grounding LF 16 $ 788.56 (Dwg 15-3PBS01) SSVT Installation with Stand including bus connections, conduit, 53 junction box, grounding, single installation EA 12 $ 942.30 (Dwg 13-056-EL06 164 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConfiXIHIMEItlit G RFP 6085 PRICING Sheet- Substation Construction Services Proposer's Name: Can-Fer Utility Services, LLC- BAFO Item Estimated Construction Unit UOM Unit Price # Quantityl Wave Trap Installation with Stand including bus connections, conduit, 54 junction box, grounding, single installation EA 4 $ 1,339.06 (Dw 138-ELECI7-ELO1) 55 5" Aluminum Bus Pipe: Installed with dampening cable LF 16,416 $ 13.12 56 4" Aluminum Bus Pipe: Installed with dampening cable LF 100 $ 10.19 57 3" Aluminum Bus Pipe: Installed with dampening cable LF 1,869 $ 13.09 58 2.5" Aluminum Bus Pipe: Installed with NO dampening cable (mainly LF 3289 $ 8.18 used for 138kV bus corners and intersections 59 2" Aluminum Bus Pipe: Installed with NO dampening cable (mainly used LF 100 $ 8.18 for 138kV bus corners and intersections) 60 Gate or fence post grounding - Labor to ground and connect to grid EA 20 $ 123.68 61 Overhead Area Light: Installed on Static pole/takeoff tower (Owner- EA 32 $ 148.78 furnished) 62 Spoil removal and disposal (as needed) TN 4,000 $ 23.49 63 Concrete flatwork installed per specification and drawings - labor, CY 2,765 $ 375.61 materials, and restoration based on drawing estimates 14 Days Estimated mobilization time upon receipt of notice to proceed (days) FINumber 3EA, 4EA with 60 days of projects that can be constructed concurrently notice 165 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConfiXIHIMEItlit G Statement of Q11aGff r-BODns Response to Request for Proposal#6085 :an-Fer T&M Rates e the attached Can-Fer TO Rates to be used for any out of scope work I. The information contained in this proposalis confidential and proprietary. AQ-A Asem—cnx- 166 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConVAIRIRIXAit G CAN-FER UTILITY SERVICES, LLC BREAKDOWN OF LABOR RATES Description Base Billing Rate Overtime Billing Rate Per Diem GEN. SUPERINTENDENT $ 129.99 $ 172.89 $ 158.00 PROJECT MANAGER $ 116.99 $ 155.60 $ 158.00 SAFETY MANAGER $ 95.33 $ 126.79 $ 158.00 PROJECT ENGINEER $ 86.66 $ 115.26 $ 158.00 PROJ. SUPTIG.F. $ 123.49 $ 164.24 $ 158.00 FOREMAN $ 65.00 $ 86.45 $ 100.00 APPRENTICE $ 39.00 $ 51.87 $ 100.00 WELDER $ 106.81 $ 142.06 $ 100.00 WELDER HELPER $ 54.16 $ 72.03 $ 100.00 OPERATOR -HEAVY EQUIP. $ 58.50 $ 77.81 $ 100.00 CARPENTER -LEAD $ 52.00 $ 69.16 $ 100.00 CARPENTER - ._...._...._...--..... ....... -..._.....__.. _. _...._. _..$.------------ --41_..16....._$ _ 54.74 _.. $.._.. __..._....100 00 LABORER -SKILLED $ 36.83 $ 48.98 $ 100.00 LABORER -COMMON $ 34.66 $ 46.10 $ 100.00 MARKUP ON MATERIALS - COST PLUS 10% MARKUP ON SUBCONTRACTORS - COST PLUS 10% OUTSIDE TRUCKING - COST PLUS 10% CRANE RENTAL - COST PLUS 10% CONCRETE PUMPING -COST PLUS 10% EQUIP MOBILIZATION FROM ARLINGTON YARD - COST/MILE $16.00 CREW MOB/DEMOB - S.T./HR FROM PROJECT TO YARD 167 DocuSign Envelope ID: 89DE7BB1 -CB4E-47C1 -B2D4-1 F6756446971 ConfiXIKIWEItlit G CAN-FER UTILITY SERVICES, LLC EQUIPMENT RATES Code Description Details 2016 Standby Hourly Rate 2016 Operating Hourly Rate 1 Ac Air Com ressor UP TO 300 CFM $ 9s2 $ 28.e7 2 AC Air Compressor 301-1200 CFM $ 39.02 $ 111.21 3 Aw All Terrain Vehicle UTV 4x4 s 4,66 $ z.ao 4 AV Amphibious vehicle H dratrek $ lam $ 31_ 5 BD Bulldozer D-5 or Equivalent $ 3900 $ 71.30 6 AD Bulldozer D-6orEquivalent $ 70.1s $ 12895 7 6D Bulldozer D-7 or Equivalent $ 95,71 5 166 a BD Bulldozer D-8 or Equivalent $ 1213a s 210.7 9 BH Mini -Excavator 5 12M 5 25. 10 BH Backhoe N/A s za.00 a 48.36 11 BH Excavator Medium $ 48M 5 0433 12 BH lExcavator Large $ 74,c7 $ 151.3z 13 BT IBucket Truck 35-40' s M67 $ 345 14 BT Bucket Truck non material handler Up to 55' $ 1e.ao $ 40.61 15 BT Barehand Bucket Truck Up to 55' s e1.00 $ 86.25 16 BT Bucket Truck material handier WWI s 5000 $ 10100 17 BT Barehand Bucket Truck 55/80' $ 0.81 $ $28.69 1a 13-F Bucket Truck material handler 85/95, $ 62� s 1as.60 1s BT BucketTruck material- .._..........._. handler _..__..-...-....-----...----.._..-------...- 1001 ------.._..._...-- $ 72s6 -.._ . _..-..-..._ $ 1Me9 .._...._...._..----......---- 20 BT I Bucket Truck 105' $ 7500 $ 12350 21 BT Barehand Bucket Truck 1001-105' $ 02.50 $ 140.44 22 BT Bucket Truck 125' s WA 5 149.50 23 BT Barehand Bucket Truck 125' $ ea.14 5 165w 24 BY Backyard Machine N/A s a216a s a5_10 25 CM 5Ton Truck w/concrete Mixer Mounted $ 2774 $ 4e 92 25 CT Crane Truck u to 30 ton $ $131 s 101.7 27 CT Crane Truck 31-38ton $ U.15 s 12$ 28 CT Crane Truck 40-45 ton $ 7261 $ Ill 29 CT Rough Terrain Crane 30-35 tan RT $ 0a.79 $ Hare w CT Rough Terra in Crane 36-74Ton $ 9921 $ 167ae 31 DD Digger Derrick- Light Duty 20,0004 $ 34.18 $ 84,39 32 DD Digger Derrick -Medium Duty 30,000H $ as3a s as es 33 DD Digger Derrick- Heavy Duty Transmission 40,000ii $ 4236 $ eal0 34 DT Dum Truck Single Axle $ 1494 $ 45-13 as DT Dum Truck Tw[n Axle $ 2336 5 75,47 30 DT Dump Truck 6x6 $ 2181 $ 75.47 37 t DT IDucapTruck Small Track $ 20.10 5 3450 36 OT Dum Truck Articulating $ 3937 $ W59 as OW Trencher Walk behind $ 4.00 5 9.w 40 DW ITrencher 3610 orequal 3 18.73 $ 38.42 41 €A Excavator Attachment Shear Attachment s 1ab2 s 3e.33Ad1"10 42 EA Excavator Attachment Rock Hammer s 36b7 s 65.43 Add"10 43 EA Excavator Attachment Multi Helix Anchor Attachment s 8.16 $ 13.a0 =t 44 FL Forklift /Warehouse type 40fl011 s 0.16 1 s 16.75 45 FL Forklift / All Terrain BODON and higher s 36.76 s 77.50 46 FO Field office trailer 24' $ 9R6 s 13 41 Fo Field office trailer 40-53' $ 1010 $ 17 48 FT Farm Tractorw/boxblade a44o s 476 $ 805 49 GD Gill Drill Rock Machine Rock Drill s 15566 $ 293.99 so GR Pickup, Ground Rod Driver 1.5 - 2 ton 5 21.76 s 36 51 GSB lGrillage Sharing Box Small WA s am 52 GS9 Grillage Sharing Box Large RiA $ 11.60, 0 1H iohn Heny Rock Drill Rock Orili $ 131.14 $ 2131W s4 KB Flatbed Truck w/ Knuckle Boom Crane N/A 5 26.w s 63.a5 55 DR Drill Rig- SmaR up to 149K Torque $ 244.ee $ 326.34 66 DR Drill Rig - Large 1SOK -200K Torque $ 303.20 $ 447.20 s7 LT Light Tower N/A $ lose 5 17s6 168 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConfiXIKIWEItlit G Code Description - Details 2016 Standby Hourly Rate. - 2016 operating Hourly Rate - Notes sa MISC Barehand lib for Crane Energized Work 1uA 6 9200•Aa1e, i"crane % MiSC lack Hammer N/A s 3� s 575 w MISC Paving breaker N/A s 373 $ 575 61 MISC Air Spade S ono 1 $ szs 62 MISC Ground Rod Render s 367 $ 575 63 MISC Satellite Mobile Phones N/A IVA $ s.7s 64 MISC Radio Repeater N/A IVA s 13 0 MISC Electric Generator & Drill N/A s 2s0 s b.00 GO MISC >2" Water um N/A $ 3.76 s a.7s 67 MISC Hydraulic ground rod driver N/A s 8.16 s 13,M sa MISC 108" capacity Reel Stand N/A s 4_00 $ 6. 69 MISC 108" capacity Reel Stand, 2 Reel Truck mount N/A s 213s $ 35 7o MISC Conductor Block 35 inch WA s 3,4s 71 MISC Conductor Block 22 inch, 2 bundled NA s s7 72 MISC Conductor Block 351 ch, 3 bundled WA s s. 73 MISC Conductor Block 29" or larger, 4 bundled NIA $ 0. 74 MISC Connex 20' N/A NIA, 5 0. 75 MISC Connex 40' N/A IVA s s 76 MISC Spacer Buggy N/A run $ 1495 T7 ML IManlift 451AWD s 17.44 $ 2a.7 79 MS Mobile Switch live -line] N/A ruA $ 6325 70 MT Stake Truck Flatbed 2.5 T 2 - 3 ton $ 17.70 s 41.53 au MT Stake Truck Flatbed w/ grout mixer 2 - 3 ton s 1937 s 4T9a 61 P Pickup Truck u to 3/A tan s 6.64 1 5 2W -�- --.P--- Pickup -Truck 1.ton_....-..._..---------...-..-----..._ s..-------7:1x ...- 3..-.._ 2e.05 _...------------..-.-. 83 P Pickup Truck 1.5-2ton $ 11.50 $ 2732 ea P Pickup, Flatbedw/grout mixer 15-2ton s 15.36 $ 42.44 M P Pickup, Flatbed w/ Welding Rig 1 5- 2 ton $ 17.M s 29.90 es PD Pressure Digger, HD35 or Equiv. 15' - 22' $ 6369 $ 14z35 s7 PD Pressure Digger, 600 or Equiv 30' - 35' $ 7249 $ 153s3 ea PD Pressure Digger, 800 or Equiv. 60' $ 97M $ 196.30 e9 PT Pole Trailer, distribution 14,000H 6 6a6 $ 11.0 w PT Pole Trailer, transmission tagalong 30,0(w s a.16 S 13.80 91 PT Pole Trailer, transmission 5th40,000M wheel $ 17A6 $ 20.75 Dz PT 2 wheel pole doll N/A s 6su s 11. 93 RA Robotic Arm Distribution 16-18'Multi-Phase+static5009 $ 20.11 s 34.u1 •Ad&,t c- s4 RA Robotic Arm (Transmission) 18-20'Multi-Phase +static 10GOIJ $ 7749 $ U25 •AawlaCr4a4 as RA Robotic Arm (Transmission) Single Pick 25009 $ 6100 s esss Aaw,wcae 96 HA Robotic Arm (Transmission) Single Pick 5000M s also s 1a3. 'A I. Crane v7 RT Road Tractor Hwy Use $ 2402 $ 73. SS RT Off -Road Tractor R/W use $ 24.61 $ 79. 99 SB Straw Blower N/A s 632 $ 14-1 too SC IManti5 Crane Up to 30 Ton s bins s 51.43 101 SC Mantis Crane 30-39Ton $ 71.94 s 121.67 1oz SC Mantis Crane 40-49Ton s 01,06 a 137.08 103 SC Mantis Crane 50-69 Ton 5 91.12 $ 1s4.1 104 SL Skid Steer Loader s 19n3 $ 395E 105 SLA Skid Steer Attachment Auger Attachment s aaa $ a. -Atl ,1oSlddal- 10a ST Service Truck Mechanic s 1430 $ 36.25 for T Trailer/Gooseneck 10ton $ 633 $ 11.w 100 1 T Treller/Tool Van 40-53' WA s 1z65 iw T Trailer Enclosed Tool Trailers 12-20' NIA $ 11.50 110 T Trailer/ Lowboy 25-35 ton s 1229 6 2ooa 111 T Trader/ Lowboy._50 ton s lsen $ z 52 112 T Trailer Flatbed 40-53' s eos $ 1440 113 T Traiier/Flatbed Extendable 48'-80' a 774 5 14.40 114 T Trailer/Backhae 10 toa $ eas $ 5.51 115 T Hot StickTrailer U to 345kV WA $ 2a.76 n0 T Hot Stick Trailer Above 345kV NIA 5 51.75 n7 T Hot Scaffolding Trailer N/A IVA s 54.05 11a T Enclosed Cell Site Trailer 10'-16, IVA s nags -119 T Single Axle Material Trailer N/A s 5.w s e. 169 DocuSign Envelope ID: 89DE7BB1 -CB4E-47C1 -B2D4-1 F6756446971 ConfiXIKIWEItlit G Code Description - - -- Details 2016 Standby Hourly Rate 2016 Operating Hourly Rate Notes 120 T Tandem Axle Material Trailer N/A $ San s 10 121 T Wire Trailer w- 3 Mounted Reel Stands Transmission Conductor $ 3660 $ 671 12z TC Tracked Carrier wloump Medium s aa33 5 6549 1z3 TC ITracked Carrier w/Flatbed Mounted s 23.73 s 4214 t24 TC Tracked Personnel Carrier s 2373 $ 40.14 125 TC Tracked Carrier w/60' to 75' Bucket Mounted $ 79W $ 134.4 12s TC Tracked Carrier w/330 Texoma Digger Mounted or equivalent $ 7s01 z 164 1a TC Tracked Carrier w/Distribution Derrick Mounted It s M s 39.41 1z6 TC Tracked Carrier w/21- 29 Ton Crane Mounted s sa.12 s 142. 12s TS Tracked Skidder w/Sleeving Unit 3 n.71 $ 07a 13o URD I URD Puller N/A s 2am s 4a 131 I V lCrewvan Up to 3/4 Ton s jam s 17_ laz VG V- Groove Puller N/A $ 4364 s 73. 13a VT Vac Truck $ 35.70 $ so,3a 134 WC Water Craft Pontoon Boat/1Nork Boat s 20.40 5 34-50 1? WL Wheel Loader Up to 4 Cubic Yards w/forks s 0.19 s 90s lw WP Wire Puller 3 Drum 600011 s 2Js0 s 4000 in WP Wire Puller 4 Drum 200017 s 34.w $ 67,ta 13a WP Wire Puller 4 Drum 3000-35001; $ 40.60 $ s9,a l39 WP W€re Puller Drum 4000# $ 51m $ s6as 14a 1 WP W€re Puller 4 Drum Greater than 4000# $ 61sn $ 103s6 141 WP Wire PullerI Drum 40000 $ 1542 s 39,00 142 WP Wire Puller 1 Drum, Trailer 60001f s 4596 $ e2e6 143 WP Wire Puller 1 Drum Truck 6000# $ 4797 $ 90M -144- -WP- Wire Puller Drum-------- Greater -than G000#-------------- -s--._.sirm —. _s..—.—....93.15 - -----.....------- 145 WP Hardline Puller 20,000# s 51m s 76.cc 146 WP Hardline Puller Greater than 20,0001f s sa12 S 8800 147 WP 5 Drum Pilot Line Winder s 42U s 72.4s 143 1 WT Water Truck 2,000 Gal. s 1422 $ 3RM 149 WT Water Tanker -Truck 4,000 Gal 6 21,36 $ 57,61 150 WT lWire tensioner Static30" $ 103o s 23at 1s1 WT lWlretenstoner Fiber60" $ loac $ 17.25 162 WT Wire tensianer2Rundle Powered Tensioner 60" s sa42 $ 31.94 153 WT Wire tensioner 4 - 6 eundle Powered Tensioner 601T 6 66," $ 113,11 154 WT Wire tensioner Single Groove 36" s s.e1 s 26.51 1ss WT Wire tensioner Multi Groove 36" 9 14.ea $ 32 156 WT Wire tensioner Multi Groove 52" s 43.16 $ 63.1 157 WT Wiretens€oner Multi Groove 72" s ss.73 s 7a.73 tea WT Wire tensioner Trailer mounted, motorized Coax wire cart s -- $ sma97adeambe&rsdasWs.aa¢55er3esaM cnnNardion ero'Atetern aWl are m Irrdedtouseon,or—sed by. Natnwk Ikmsmugk—d smat Tools sharbe ateptd—tcos!of lessNan$1.0WW. Sm 3Toils,n4nhlsvaha shagales a ddTireare7.{alerWa bar rolesarrra ps rn,aa:raa hdJa cae0aa No add5aial car�ensation Na16ea.'lancdra$.3Tookunderthk Cnrka Atlached hereinha non4Mi,Nva, rapasentative sarryta, orantidpaled snw Tools •Doodled RUTzs s A ue derxred as- egLj—t raiathathd desthe cog oreparatun rx any p5m oreaufrrv+ tqusiwaWws�, eaoepinreamapzrsomelvlra x�nµmtelhe eWpff—t (Nh>;41 ah 9be ralrtl:ursed as an hawf/ale pursvaT4lo aae Iaasor tlrs rD*W). Operated Rates ahal hdude al deadare hdmdm_Is as Latedxah Me eWlael 4rcMa 6W rglGr tcd !o. dpreraattm,,loxes, rwolanana,spare pads, supplas, tue{ regalxd (asxbiM)canwmlhles, a,M oi.OpnalM Roles shad onlJ bobAtl al aqua{ uaaad hawslorasY egifprenl h use Prca�hoat WoM to the onnar. Batas are a �dma ltl-twictlay_ starra6v Raleyn1,.d dart as anepadreraralelhatdoxspec BxNdah andstwg,-amnia airy 0o[egdprdent N1, Rate Ws ,t Nudasr oaperyap am iri6red 1, as dey. xdh he egnpnem, vrduaig, but na anted w.Insumnce, deprecle5an, Im1as. and Norm. &prNry ftalas char 5a hThd Poe aayhouralld nTeeat Operaiea Rates vaTh'ar a aannahlexadtday. Rates ara based on a Iwwurday- 170 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConFAIRIBIlAit G CAN-FER UTILITY SERVICES, LLC MISCELLANEOUS TOOL RATES RENTAL RATES PER Description SIZEICAP DAILY WEEKLY MONTHLY 133.8897*0.98 Asphalt Cutler Blade FA $17 $50 $150 Bevel Machine, w(rorch 98.1899*0.99 $16 $47 $142 Bevel Machine, w Torch 8" x 20" $21 $63 $190 Clay Spade Blade EA $16 $47 $142 Concrele Bucket 74.7175*0.98 $57 $170 $510 Concrete Bucket 51.43125*0,98 $65 $194 $582 Conveyor, 5 h.p. 16' $42 $126 $378 Drill, Magnetic (Elec) -- $54 1 $163 $490 Drill, Rock (Air) 551b. $53 $158 $474 Forms, Concrete -Patent Type sglft. $37 $110 $331 Hammer, Chipping (Air) $32 $97 $292 Hoist, Chain wlSid. Chain 3 Ton $35 $105 $316 Hoist,Come-A-Long wlStd. Chain 6 Ton $31 $94 $283 Jack, Hydraulic 20 Tan $21 $63 $190 Level Engineers w(rdpod -- $35 $105 $316 Light Plant, Generator (Gas) 4000 Watt $90 $289 $866 Nibbler, Metal -- $21 $63 $190 Paving Breaker Chisels EA $9 $26 $78 Pavig Breaker, wlout Bits 35 40 LB $39 $117 $352 Pavig Breaker, wlout Bits 90 LB $44 $133 $400 Pipe Threader -Rigid 535-700 318" - 2" $68 $206 $616 Pipe Threader -Redid 1224 2'-4- $134 $402 $1,207 Pipe Threader, Geared -Rigid 141 2 112" - 4' $49 $147 $442 Pipe Saw, Porta-Band -- $24 $71 $214 Porta-Power Hydraulic 5 - 30 Ton $56 $174 $521 Pump, Water (Gas) 314" - 3" $62 $187 $560 Pump, Water (Diesel) 4" $133 $400 $1,200 Pump, Water (Elec) 314" - 1 112" $26 $79 $238 Pump, Water (Elec) 2" $53 $158 $474 Pump, Trash -Diaphragm (Gas) 3" $76 $228 $683 Saw, Cut -Off (Elec) 12, $56 $167 $500 Saw, Cut -Off (Gas) 12" $70 $209 $626 Saw, Miter (Elec) 10" $47 $140 $419 Saw, Table (Elec) 10" $47 $142 $426 Saw, Concrete (Elec) Hand Held 17, $56 $167 $500 Saw, Concrete (Gas) 14" $78 $235 $706 Saw, Chain -- $62 $187 $560 Skid Tank Fuel Pump (Elec) $26 $79 $238 Tamper, J Foot (Gas)Nibra Plate $81 $242 $726 Test Pump -McFarland 924 $104 $313 $938 Transit, Engineerwlrripod $44 $132 $396 Vibrator, Concrete (Elec) $50 $149 $448 Wagon, (Pull Trailer, 2-4 wheel) -- $68 $205 $616 Washer, Pressure 1000 PSI $79 $236 $709 Washer, Pressure (Gas) 2500 PSI $93 $278 $835 Portable Generator 3200 W $60 $179 $536 Portable Generator 5000 W $96 $289 $868 Portable Generator 15 KW $175 $526 $1,579 171 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConFAIRIBIlAit G City of Denton RFP for Electric Utility Substation Construction Services XIX)<(XlXXXXC-BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1, Contract Information (for formal contracting purposes): The following information will be used to write a contract, should your fir in be selected for cmvard. • Firm's Legal Name: Can-Fer Utility Services, LLC • Address: 3340 Roy Orr Boulevard, Grand Prairie, TX 75050 Agent Authorized to sign contract (Name): Roger Carter Agent's email address: roger.carter@can-fer.com 2. Subsidiary of. Quanta Services, Inc. 3. Organization Class (circle): Partnership Corporation Individual Association 4, Tax Payer ID#: 76-0589263 5. Date Established; 2010 (formerly Quanta Utility Services, LLC, Quanta Pipeline Services, and Can -Fey Construction Company) a. Can-Fer Utility Services, LLC is the result of a consolidation in 2010 of three Quanta Services companies base in the DallaslFt..Worth area: Quanta Utility Services, LLC (Electric and Gas Distribution); Quanta Pipeline Services (Pipeline and Compressor Station Construction); and Can-Fer Construction Company (Electrical Substation Construction and Transmission Line Foundation Construction). 6. Historically Underutilized Business: Yes or No 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Cir No, in which? Can-Fer's main office is located in Grand Prairie, TX. S. Please provide a detailed listing of all products and/or services that your company provides. Can-Fer Utility Services, LLC provides turnkey electrical substation and maintenance work as well as foundation services for transmission line projects. In addition, we also provide both overhead, underground, and electric distribution services as well as gas distribution services. Please see the attach brochure for additional information. RFP 6085 - Main Document Page l2 of 70 172 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConVAIRIBIlAit G City of Denton RFP for Electric Utility Substation Construction Services 9. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. (Notice: Failure to disclose this information during proposal submission, and later discovered, may result in contract termination at the Owner's option.) Normal course of business. 1 O.Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. No. 11.Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). No. 12.Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? htip://www.osha.gov/pls/oshaweb/0wasreh.search_form?p_doc_type=STANDARDS&p toc_level =1 &p keyvalue=1926 Yes. Please see attached Table of Contents and additional safety information outlined in information supplied as part of Attachment C. 13.Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders' state. In order to make this determination, please provide the name, address and phone number of: a. Responding firms principle place of business: 3340 Roy Orr Boulevard, Grand Prairie, TX 75050 b. Company's majority owner principle place of business: NIA c. Ultimate Parent Company's principle place of business: 2800 Post Oak Boulevard, Suite 2600, Houston, TX 77056-6175 RFP 6085 - Main Document Page 13 of 70 173 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConFAIRIBIlAit G City of Denton RFP for Electric Utility Substation Construction Services 15.Provide details on how firm meets the minimum gualifications_stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in the respondent's proposal. b. Sign below and return form with final submission. The following requirements have been given as minimum requirements for compliance with this RFP: • Five (5) years' experience providing similar services. o This experience is outlined in our project listing below. • Three (3) references from governmental entities for the services requested. The City prefers references from municipalities of similar size. o These references are detailed in Attachment D —Reference Form. C.W. Calhoun — South Texas Electric Cooperative - 361-649-1207 Bruce Stevens — Greyson-Collin Electric Cooperative - 903-482-7123 ........ --------------------------------------- ---- -Contacts-for-all other -clients are- also -listed -on -the-CannFer-Project-List and City of Denton/DME is welcome to contact clients as they deem appropriate. • The responding individual or business must be registered in the State of Texas, or the County of Denton, to provide the products or services required in this solicitation, and the individual or business must have all licensure required by the State to provide any services required under this contact. o Please refer to Document 394719860002 on the Texas Secretary of State website. This document has also been inserted after the Can-Fer Project List. Can-Fer Project List City of Denton Locust Grove Substation Chris Lutrick -- Project Manager Location: Denton, 7X (940) 349-7111 Engineer.' Black and Veatch General Contractor. Gan-Fer Burns & McDonnell (on behalf of Stiles Substation Sharyland Utilities) Location: Big Lake, TX Ben Greek - Project Manager Engineer: Burns & McDonnell (832) 389-5787 General Contractor Gan-Fer 138112.5kV Pending New Station Receipt of Contract 12/31/16 Completion 138112.5kV Ongoing New Station 12/31/16 Completion RFP 6085 - Main Document Page 42 of 70 174 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConFAIRIBIlAit G CoxporAftons Sccllon P,O.➢ox 13697 � Ausltn, Terns 78711-3697 Office of the Seeretary of State Certificate of Fact Hopo Andl•ado Scorolw of 81"Ito Tho undorslgned, as Seoretaty of State of Foxes, does IwOy cortify that tho domment, Application .for Cerdfsonto of Aotbority for CAN YE)"t Utility Services, LLC (illo munber 800452602), a 'DP LAWAR-R, U'SA, foreign Limited LlabIlIty Company (LLC), was flied ill this office oliFebruary 10, 2005. 1t is Author Cortified thatfllo efttlfy stvlt118 ill Toxal is Ill Oxistolloo. In tostiniony ��Thereof, T two llerounto signed my name officially aid amused to bo ltllprossed hereon the Seal of Stato at my offlco In Austhi, Texas on Qotober 31, 2011, Coins VIM 11,V61) tlrc ltrtatvraratlrltp;!/u ssn.sas..sf�fe 1.t.rrs/ Pltono: (512) 4634$5$ F11x, (512) (163-5709 Mal: 7.1.1 for Roby WOOS Prepared by. SCS AM TM: E0264 Dominnt:3S4719860002 175 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConFAIRIBIlAit G City of Denton RFP for Electric Utility Substation Construction Services I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. Signature Can-Fer UtiliV Services LLC 8/2/2016 Company Date RFP 6085 - Main Document Page 58 of 70 176 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConFAHIMAit G City of Denton RFP for Electric Utility Substation Construction Services )qXf)IXIWY(SUBMISSION EXCEPTIONS/CIIARIFICATIONS Any exceptions or clarifications taken to this solicitation (including terms and conditions in Exhibit 2, the General Provisions and Terms and Conditions) must be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions or clarifications, please sign where indicated at the bottom of the page. Item # Description Our foundation pricing is based upon suitable dry material chat can be drilled with soil augers. Out units do not include provisions for rock slttn-y, casing, core barrel or pneumatic hammer drilling. Moving or removing of unforeseen conditions (existing utilities, underground obstructions, hazardous waste etc) is not included. 3 _ Units are based upon Greenfield projects only. 4 All above grade grounding materials is understood as being provided by DME per the pre -bid. 5 Per the pre -bid DME will be providing all necessary tooling for DMC/AFL fittings. 6 Per the pre -bid DME to provide the following FOB to the jobsite: Tubular Steel (Statics and Dead -Ends), Breakers. Bus. Below Grade Conduit, and Anchor Bolt Cages. All other materials are to be picked up from DME storage by Can-Fer. DME is responsible for shortages of Owner Furnished Materials (OFM) if materials have _not been supplied if there are delivery delays by MDE or City of Denton, Can-Fer shall be entitled to a change order _if delay causes delay based upon the RFP schedule. Can -Per is responsible for inventory, storage, and installation of OFM upon delivery Any additional work will be completed utilizing the unit prices girovided as a baseline. Can -For Labor and Equipment rates have also been provided as part of this proposal. Strict add/deduct of quantities using the bid schedule may not be possible due to extenuating circumstances such as fi'eight, restocking fees, time of order, etc. All add/deducts will be negotiated in a fair and equitable. manner. No allowance has been made for SWPPP installation or maintenance which will be billed as T&M if required. 10 No allowance has been made for mitigation efforts due to any endangered species encountered e.g., American Burying Beetle. RFP 6085 - Main Document Page 59 of 70 177 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConFAMIMIKlit G City of Denton RFP for Electric Utility Substation Construction Services 1 Can-Fer confirms it will self -perform a minimum of 75% of the work as calculated by dollar value required by the RFP terms and conditions. The above exceptions and clarifications (and any additional pages identified) are the ONLY exceptions to the specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional exceptions produced after final submission of this proposal. 1 — �j ature Gan-Fer Utility Services, LLC. 8/2/2016 Company Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. Signature Can-Fer Utilfty Services LLC Company Date RFP 6085 - Main Document Page 61 of 71 178 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConVAIHIRIXAit G City of Denton RFP for Electric Utility Substation Construction Services X%"XXXX SAFETY RECORD QUESTIONNAIRE The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to award of City contracts. Pursuant to Section 252.0435 of the Local Government Code, the City of Denton has adopted the following written definition and criteria for accurately determining the safety record of a respondent prior to awarding City contracts. The definition and criteria for determining the safety record of a respondent for this consideration shall be: The City of Denton shall consider the safety record of the respondent in determining the responsibility thereof. The City may consider any incidence involving worker safety or safety of the citizens of the City of Denton, be it related or caused by environmental, mechanical, operational, supervision or any other cause or factor. Specifically, the City may consider, among other things: a. Complaints to, or final orders entered Review Commission (OSHRC), against regulations within the past three (3) years by, the Occupational Safety and Health the respondent for violations of OSHA b. Citations (as defined below) from an Environmental Protection Agency (as defined Agencies include, but are not necessarily limited to, the U.S. Army Corps of Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS), the Environmental Protection Agency (EPA), the Texas Commission on Environmental Quality (TCEQ), the Texas Natural Resource Conservation Commission (TNRCC) (predecessor to the TCEQ), the Texas Department of Health (TDH), the Texas Parks and Wildlife Department (TPWD), the Structural Pest Control Board (SPCB), agencies of local governments responsible for enforcing environmental protection or worker safety related laws or regulations, and similar regulatory agencies of other states of the United States. Citations include notices of violation, notices of enforcement, suspension/revocations of state or federal licenses or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. C. Convictions of a criminal offense within the past ten (10) years, which resulted in bodily harm or death. d. Any other safety related matter deemed by the City Council to be material in determining the responsibility of the respondent and his or her ability to perform the services or goods required by the solicitation documents in a safe environment, both for the workers and other employees of respondent and the citizens of the City of Denton. In order to obtain proper information from respondents so that City of Denton may consider the safety records of potential contractors prior to awarding bids on City contracts, City of Denton requires that respondents answer the following three (3) questions and submit them with their submissions: RFP 6085 - Main Document Page 61 of 70 179 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConFAIRIJUlKlit G City of Denton RFP for Electric Utility Substation Construction Services QUESTION ONE Has the respondent, or the firm, corporation, partnership, or institution represented by the respondnet, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA within the past three (3) years? YES NO X If the respondent has indicated YES for question number one above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such citation: Date of offense, location of establishment inspected, category of offense, final disposition of offense, if any, and penalty assessed. QUESTION TWO Has the respondent, or the firm, corporation, partnership, or institution represented by the respondent, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of environmental protection laws or regulations, of any kind or type, within the past five years? Citations -include ilotiec-of-violation; -notice-of-enforeement—suspensionlrevocations- of -state -or -federal -licenses, -or - registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. YES NO X If the respondent has indicated YES for question number two above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such conviction: Date of offense or occurrence, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. QUESTION THREE Has the respondent, or the firm, corporation, partnership, or institution represented by respondent, or anyone acting for such firm, corporation, partnership, or institution, ever been convicted, within the past ten (10) years, of a criminal offense which resulted in serious bodily injury or death? YES NO X If the respondent has indicated YES for question number three above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such conviction: Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. RFP 6085 - Main Document Page 62 of 70 180 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConFAMIJUlAit G City of Denton RFP for Electric Utility Substation Construction Services XX*X)X)(-REFERENCES Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE GOVERNMENT/COMPANY NAME: South Texas Electric Cooperative, Inc. (STEC) LOCATION: 29,108270,-96.536378, Jackson County, TX CONTACT PERSON AND TITLE: C.W. Calhoun — Program Manager TELEPHONE NUMBER: 361-649-1207 (Office), 361-649-1207 (Cell) SCOPE OF WORK: ETP Substation Upgrade CONTRACT PERIOD: 5/1/2016 to 7/31/2016 NCE TWO GOVERNMENT/COMPANY NAME: Greyson Collin EIectric Cooperative LOCATION: 6800 Block of CR 281, McKinney, TX 75071 CONTACT PERSON AND TITLE: Bruce Stevens — Manager of Maintenance and Operations TELEPHONE NUMBER: 903-482-7123 (office), 903-815-7170 (cell) SCOPE OF WORK: Trinity Falls Substation Below Grade Scope CONTRACT PERIOD: 9/1/2015 to 12/31/2015 REFERENCE THREE GOVERNMENT/COMPANY NAME: Rayburn County Electric Cooperative LOCATION: MuItiple Stations CONTACT PERSON AND TITLE: Scott Dunham — Construction Manager TELEPHONE NUMBER: 469-408-4911 SCOPE OF WORK: Multiple Station Upgrades CONTRACT PERIOD: January 2015 to July 2016 Please do not hesitate to contact additional non-governmental/co-op references per the attached project list. References from other governmental entities are available from other divisions if requested. RFP 6085 - Main Document Page 64 of 71 181 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-lF6756446971 Con IRIBIE�'Ait G City of Denton RFP for Electric Utility Substation Construction Services CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the Iaw 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 I76.006(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. I 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. (Tire law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7t'' 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,13, 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 govermnent 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? E] Yes E-1 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 F-1 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 d ' siness with the governmental entity Date RFP 6085 - Main Document Page 69 of 70 182 DocuSign Envelope ID: 89DE7BB1-CB4E-47C1-B2D4-1F6756446971 ConVAHIBIlAit G City of Denton RFP for Electric Utility Substation Construction Services XMM� IXlf'v'ACKNOWLEDGEMENT The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be requited for the work before submitting a response. In submitting a response the undersigned further understands that the work required is to provide construction of the project that functions as described in the specification. The undersigned understands that all requirements of the construction may not be described in every detail and agrees to provide labor, tools, material and equipment necessary to complete all construction to make the project functional as described in the specification and drawings before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and all items/services Upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification, The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. the antitrust laws of the United States, 15 USCA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et seq. The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package, The undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: bft://www.cLtyofdenton.com/index.aspx?page-397 to ensure they have downloaded and signed all addendum(s) required for submission with their response. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my submission to be rejected. Acknowledge receipt of following addenda to the solicitation: Addendum No 1 Dated Addendum No 2 Dated 7/21/16 Addendum No 3 Dated 7/13/16 NAME AND ADDRESS OF COMPANY: Can-Fer Utility Services, LLC 3340 Ro Orr Blvd Grand Prairie, TX 75050 Tel. No. 972-484-4344 Email. Thomas.Bode(cr�,Can-Fer.com RFP 6085 - Main Document Received Received - Received AUTHORIZE�REPR�EN�TATIV�E: Signature Date _ Name Title Fax No. c� - 2 " 1-4 � Lf - C17 2 Page 70 of 70 183 EXHIBIT 3 Certificate Of Completion Envelope Id: 89DE7BB1CB4E47C1B2D41F6756446971 Subject: City Council Docusign Item - 6085 Source Envelope: Document Pages: 107 Signatures: 2 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 11/1/2016 2:56:47 PM Signer Events Karen E. Smith karen.smith@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Roger Carter roger.carter@can-fer.com Sr. Director - Business Operations Can-Fer Utility Services, LLC Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 11/1/2016 3:53:17 PM ID:1c2582ed-51a9-436e-bd9f-Oebe60c67288 John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) Holder: Karen E. Smith karen.smith@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 ED ... Sig e�dyby:��y aosaaeA984scaED . Using IP Address: 66.55.23.202 Ej6LD—Si,n,d6wby:O�I ,'�L znzeaas Using IP Address: 129.120.6.150 Docu5�". 6 S E C U R E 6 Status: Sent Envelope Originator: Karen E. Smith karen.smith@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 11/1/2016 2:59:54 PM Viewed: 11/1/2016 3:00:04 PM Signed: 11/1/2016 3:00:31 PM Sent: 11/1/2016 3:00:34 PM Viewed: 11/1/2016 3:53:17 PM Signed: 11/1/2016 3:54:51 PM Sent: 11/1/2016 3:54:54 PM Viewed: 11/1/2016 4:23:30 PM Signed: 11/1/20164:23:43 PM Sent: 11/1/2016 4:23:45 PM Viewed: 11/1/2016 4:31:36 PM 184 EXHIBIT 3 Signer Events Electronic Record and Signature Disclosure Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Signature Signature Status Status Status Status Status COPIES COPIEd Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 11/1/2016 3:54:53 PM Sent: 11/1/2016 3:54:53 PM 185 EXHIBIT 3 Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Chris Lutrick chris.lutrick@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/1/2016 4:23:45 PM Electronic Record and Signature Disclosure 186 Electronic Record and Signature Disclosure created on: 4/20/2015 9:25:38 AM Parties agreed to: Roger Carter, Robin Fox EXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. 187 EXHIBIT 3 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: kevin.gunn@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 kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetSca e 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: -Allow per session cookies -Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 188 EXHIBIT 3 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 189 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1364, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: November 8, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving three (3) year software maintenance for continued vendor support of the Milsoft Interactive Voice Response System and associated software modules along with new hardware and software upgrades, which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 3881 awarded to Milsoft Utility Solutions in the three (3) year not -to -exceed amount of $176,500). FILE INFORMATION Denton Municipal Electric (DME) uses the Milsoft Utility Systems automated interactive voice response system (IVR) to efficiently respond to electric utility service outages. This solution also provides DME with answering and message routing ability, additionally providing caller address identification supporting the Outage Management System (OMS). The OMS solution provides DME with the ability to respond quickly to power outages and dispatch service crews, inform customers of outage restoration status, and provide estimated restoration times. Milsoft Outage Call Handling allows dispatchers to electronically categorize outage tickets. Outages may be identified, grouped, and managed, based on call data and the utility's available connectivity information. Overflow call handling manages the calls that flood customer lines with calls in excess of capacity. Customers can then hear a message that provides the status of an outage while DME works diligently to restore services. It is essential for the City of Denton to keep current maintenance with the software vendor in order to ensure availability of upgrades, software fixes, and access to knowledge and support resources. The Technology Services department could not identify any local vendors in the city limits that could provide software maintenance for this application. Therefore, procuring this maintenance from the above vendor is the best value for the City of Denton. Milsoft Utility Solutions is the sole -source vendor for maintenance for the IVR and OMS systems and associated software modules. Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, do not have to be competitively bid. ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) City of Denton Page 1 of 2 Printed on 7/2/2021 powered by LegistarT" 190 File #: ID 16-1364, Version: 1 The Public Utilities Board will discuss this item on November 7, 2016 for recommendation to forward this item to the City Council for consideration. RECOMMENDATION Technology Services recommends awarding to Milsoft Utility Systems for new servers, software and IVR and associated modules maintenance in the three (3) year not -to -exceed amount of $176,500. PRINCIPAL PLACE OF BUSINESS Milsoft Utility Solutions Abilene, TX ESTIMATED SCHEDULE OF PROJECT December 16, 2016 through December 15, 2019. FISCAL INFORMATION Funding is budgeted in Electric Operating Fund account 830900.6504 for the maintenance. Requisition #131501 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.3 Promote effective internal and external communication EXHIBITS Exhibit 1: Quotes Exhibit 2: Sole Source Letter Exhibit 3: Sole Source Memo Exhibit 4: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Melissa Kraft at 349-7823. City of Denton Page 2 of 2 Printed on 7/2/2021 powered by LegistarT" 191 MILSOFT� Utility Solutions Sam Mall Denton Municipal Electric 1659 Spencer Road Denton, TX 76205 USA Support Sam Mall Denton Municipal Electric 1701 C Spencer Road Denton, TX 76205 USA 1 Support IVR Annual Support for IVR (Dec 16, 2016-Dec 15, 2017) 1 Support IVR Annual Support for IVR OnCall Monthly Subscription ($400.00/m) Schedule A Quote Number: 46146 EXHIBIT I Date: 08/09/2016 Account Manager: Bart Brockway Email: Bart.Brockway@Milsoft.com Phone: 800.344.5647 Valid Until: 11/08/2016 Grand Total $48,641.06 $48,641.06 $4,800.00 $4,800.00 Subtotal: $53,441.06 Total: $53,441.06 Subtotal: $53,441.06 Total: $53,441.06 Quote Number: 46146 800.344.5647 - Bart. Brockway@Milsoft.com - www.milsoft.com Page 1 of 2 192 EXHIBIT I Quote Acceptance: This Agreement incorporates all oral and written representations between the parties and constitutes the entire agreement and understandings of the parties with respect to the subject matter hereof and supersedes any and all other agreements either oral or written between the parties with respect to such subject matter. Interactive Voice Response - Upgrade Systems Payment Terms • Payment due upon receipt of invoice • 100% invoiced upon quote acceptance Price Inclusions • Applicable hardware, and 3rd party licenses • Remote installation Price Exclusions • Pre -installation site visit expenses • Costs incurred as a result of Customer requested changes Support and Maintenance Program • Annual support at the rate of 20% of the full retail cost • Invoiced (60) days after installation • Software support is not affected by hardware replacement • (5) Year hardware warranty Account Name: _ Accepted By: Printed Name: Date: PO# (if applicable): Submission Options: Email: quotes@milsoft.com Fax: 325-690-0338 Mail: Milsoft Utility Solutions, Inc. P.O. Box 5726 Abilene, TX 79608 193 Quote Number: 46146 800.344.5647 - Bart. Brockway@Milsoft.com - www.milsoft.com Page 2 of 2 MILSOFT� Utility Solutions Sam Mall Denton Municipal Electric 1659 Spencer Road Denton, TX 76205 USA Support Sam Mall Denton Municipal Electric 1701 C Spencer Road Denton, TX 76205 USA 1 Support IVR Annual Support for IVR (Dec 16, 2017-Dec 15, 2018) 1 Support IVR Annual Support for IVR OnCall Monthly Subscription ($400.00/m) Schedule A Quote Number: 46147 EXHIBIT I Date: 08/09/2016 Account Manager: Bart Brockway Email: Bart.Brockway@Milsoft.com Phone: 800.344.5647 Valid Until: 11/08/2016 Grand Total $48,641.06 $48,641.06 $4,800.00 $4,800.00 Subtotal: $53,441.06 Total: $53,441.06 Subtotal: $53,441.06 Total: $53,441.06 Quote Number: 46147 800.344.5647 - Bart. Brockway@Milsoft.com - www.milsoft.com Page 1 of 2 194 EXHIBIT I Quote Acceptance: This Agreement incorporates all oral and written representations between the parties and constitutes the entire agreement and understandings of the parties with respect to the subject matter hereof and supersedes any and all other agreements either oral or written between the parties with respect to such subject matter. Interactive Voice Response - Upgrade Systems Payment Terms • Payment due upon receipt of invoice • 100% invoiced upon quote acceptance Price Inclusions • Applicable hardware, and 3rd party licenses • Remote installation Price Exclusions • Pre -installation site visit expenses • Costs incurred as a result of Customer requested changes Support and Maintenance Program • Annual support at the rate of 20% of the full retail cost • Invoiced (60) days after installation • Software support is not affected by hardware replacement • (5) Year hardware warranty Account Name: _ Accepted By: Printed Name: Date: PO# (if applicable): Submission Options: Email: quotes@milsoft.com Fax: 325-690-0338 Mail: Milsoft Utility Solutions, Inc. P.O. Box 5726 Abilene, TX 79608 195 Quote Number: 46147 800.344.5647 - Bart. Brockway@Milsoft.com - www.milsoft.com Page 2 of 2 MILSOFT� Utility Solutions Sam Mall Denton Municipal Electric 1659 Spencer Road Denton, TX 76205 USA Support Sam Mall Denton Municipal Electric 1701 C Spencer Road Denton, TX 76205 USA 1 Support IVR Annual Support for IVR (Dec 16, 2018-Dec 15, 2019) 1 Support IVR Annual Support for IVR OnCall Monthly Subscription ($400.00/m) Schedule A Quote Number: 46148 EXHIBIT I Date: 08/09/2016 Account Manager: Bart Brockway Email: Bart.Brockway@Milsoft.com Phone: 800.344.5647 Valid Until: 11/08/2016 Grand Total $48,641.06 $48,641.06 $4,800.00 $4,800.00 Subtotal: $53,441.06 Total: $53,441.06 Subtotal: $53,441.06 Total: $53,441.06 Quote Number: 46148 800.344.5647 - Bart. Brockway@Milsoft.com - www.milsoft.com Page 1 of 2 196 EXHIBIT I Quote Acceptance: This Agreement incorporates all oral and written representations between the parties and constitutes the entire agreement and understandings of the parties with respect to the subject matter hereof and supersedes any and all other agreements either oral or written between the parties with respect to such subject matter. Interactive Voice Response - Upgrade Systems Payment Terms • Payment due upon receipt of invoice • 100% invoiced upon quote acceptance Price Inclusions • Applicable hardware, and 3rd party licenses • Remote installation Price Exclusions • Pre -installation site visit expenses • Costs incurred as a result of Customer requested changes Support and Maintenance Program • Annual support at the rate of 20% of the full retail cost • Invoiced (60) days after installation • Software support is not affected by hardware replacement • (5) Year hardware warranty Account Name: _ Accepted By: Printed Name: Date: PO# (if applicable): Submission Options: Email: quotes@milsoft.com Fax: 325-690-0338 Mail: Milsoft Utility Solutions, Inc. P.O. Box 5726 Abilene, TX 79608 197 Quote Number: 46148 800.344.5647 - Bart. Brockway@Milsoft.com - www.milsoft.com Page 2 of 2 EXHIBIT 2 M I LSOFT) utility solutions September 16, 2016 Ms. Stephanie Padgett City of Denton 215 East McKinney Street Denton, TX 76201 RE: Sole Source Dear Ms. Padgett: Milsoft Utility Solutions of Abilene, Texas is the only authorized distributor of the Interactive Voice Response. Milsoft holds the patents and copyrights and is the only company authorized to provide the renewal service for maintenance and support for City of Denton's Interactive Voice Response System. If you should have any questions, please do not hesitate to contact our office. Sincerely, Al Adam Turner CEO of Business Operations 4400 Buffalo Gap Road • Suite 5150 -Abilene, TX 79606 www.milsoft.com • 800.344.5647 198 EXHIBIT 3 r. r�yti- ar D E N T V N 601E. HICKORY Sr. DWrON, TEXAS 76205 • (940) 349.8562 • FAX (940) 349.8533 N 11 DATE: November 1, 2016 TO: Elton Brock, Purchasing Manager C;q) CC: Bryan Langley, Assistant City Manager FROM: Melissa Kraft, Chief Technology Officer SUBJECT: Single -Sole Sotuve bequest—Milsoft [Jtil+Soutions The City of Denton uses the Milsoft Utility system software for management of utility customer outages using automated voice response system (IVR) to address service needs. This IVR solution provides Denton Municipal Electric (DME) with answering and message routing ability, additionally providing caller address identification supporting the Outage Management System (OMS). The OMS solution provides DME with the ability to respond quickly to power outages and dispatch service crews, inform customers of outage restoration status, and providing estimated restoration times. It is essential for the City of Denton to keep current maintenance with the software vendor in order to ensure availability of upgrades, software fixes, and access to knowledge and support resources. The Technology Services department could not identify an local vendors in the city liknits that could provide software maintenance for this application. Therefore, procuring this maintenance from the above vendor is the best value for the City of Denton. Milsoft Utility Solutions is the only authorized distributor of the Interactive Voice Response (IVR). Milsoft .holds the patents and copyrights and is the only company authorized to provide the renewal service for maintenance and support for the City of Denton's IVR system. The City of Denton Denton Municipal Electric has been using Milsoft since 2008. "Dedicated to Quality Service„ art ww.cifyofdenton.corn 199 EXHIBIT 4 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING THREE (3) YEAR SOFTWARE MAINTENANCE FOR CONTINUED VENDOR SUPPORT OF THE MILSOFT INTERACTIVE VOICE RESPONSE AND ASSOCIATED SOFTWARE MODULES ALONG WITH NEW HARDWARE AND SOFTWARE UPGRADES, WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 3881 AWARDED TO MILSOFT UTILITY SYSTEMS FOR A THREE (3) YEAR NOT -TO -EXCEED AMOUNT OF $176,500). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 3881 Milsoft Utility Systems $176,500 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and 200 EXHIBIT 4 library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 3881 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY C• APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 201 EXHIBIT 4 202 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1365, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: November 8, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract for the acquisition of one (1) East "live -bottom" trailer for the City of Denton Solid Waste Department which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from requirements of competitive bidding; and providing an effective date (File 6265-awarded to East Manufacturing Corporation in the amount of $68,200). FILE INFORMATION This item is a fleet addition for the Solid Waste Department's mining operations. This equipment will be used to haul sorted materials to various locations. It has a 100 yard capacity which allows it to haul a large amount of material. The trailer also has a hydraulically operated floor for ease of unloading material. The quote provided by East Manufacturing Corporation (East Manufacturing) is attached as Exhibit 1. The last purchase of this type of specialized trailer for the Solid Waste Department was in 2007 at a cost of $65,548. The current pricing is only 4% above the pricing from 2007. The City of Denton is standardizing to the East Manufacturing refuse trailer because it is a custom specification that is unique to our operation and accommodates the tarping system necessary to contain the Municipal Solid Waste materials (Exhibit 2). Due to the Fleet department's standardization to East Manufacturing refuse trailers, these trailers will be purchased as a single source and in accordance with Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from the requirement of competitive bidding. ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) The Public Utilities Board will discuss this item on November 7, 2016 for recommendation to forward this item to the City Council for consideration. RECOMMENDATION Award the purchase of one (1) East refuse trailer to East Manufacturing Corporation in the amount of $68,200. PRINCIPAL PLACE OF BUSINESS City of Denton Page 1 of 2 Printed on 7/2/2021 powered by Legistar' 203 File #: ID 16-1365, Version: 1 East Manufacturing Corporation Randolph, OH ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the trailer will occur within 90 days of purchase order issuance. FISCAL INFORMATION The Refuse Trailer (Fleet ID#SW16121) will be funded from Solid Waste Capital Fund account 660630595.1355.30100. Requisition #131284 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Quote Exhibit 2: Standardization Memo Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Terry Kader at 349-8729. City of Denton Page 2 of 2 Printed on 7/2/2021 powered by Legistar' 204 EXHIBIT 1 East Manufacturing Corporation 1871 State Route #44 PO Box 277 Randolph OH 44265 CODE: WF T 330-325-9921 F 330-325-7851 www.eastmfg.com EAST. DATE CUSTOMER: CITY of DENTON DATE: 10112116 SERIAL # BODY: TAILGATE: CHASSIS: WIDTH (INCHES) 96 HEIGHT FULL MODEL TANDEM LENGTH (FEET) 45 TYPE SINGLE TYPE ALUM SUB FRAME HEIGHT (INCHES) 100 STYLE SHEET 8 POST AXLE TO AXLE 49" SIDE MAT'L 3116" S a P MAT'L THICKNESS 3116" REAR AXLE SETTING 26-112" ......................................................................................... . TOP RAIL UNLOAD ER S I S HINGE ON PIS 4-3-4 5TH WHEEL HT 4 ROOF NONE GATESEAL NONE PIN SETTING 36" ................... ........................................................................ RO.OF ...MAT.'L GATE LADDER CAST 1 CENTER SUSPENSION REY BULKHEAD 3116" (1) TARP HOOKS NONE SPRINGS SINGLE LEAF TARP HOOKS NONE WINDERS ONE AXLES TP SPINDLES TARP BASKET NONE GATE GUIDE YES BRAKES 16.1/2" x 7" TARP YES DONOVAN HYD (3) GATE CONTROL MECH DUSTSHIELDS YES CATWALK NONE POCKETS FABBED 1 EXTRUDE BRAKE CHAMBERS TOP OF AXLE B.H. LADDER COMM 1 CENTER CROSSPIPE (S) TWO - TUBE TYPE ASS 2S 1 1M CRQSSMEMBER "I" BEAM -12" CIL MIDDLE 8 REAR HUBS 10 5 STLICAST: PIL FLOOR MAKE HALLCO EAST ELITE FLOOR MAT'L 4164 COMPACTOR: WHEELS .................. .....g:75......24:5 .... WEARPADS TRIPLE RIDGE SIDE LATCH STEEL DISC HORIZONTALS NONE CENTER LATCH TIRES 11R 24.5" Ri96 ................................................................................ 45° DIRT SHEDDERS 8" SMOOTH PIN DIA. BRIDGESTONE TARP BAR YES DOLLIES 2 SPD JOST A451 ............................ .................................................................... TAPE COLOR i i .Lf:. + HYDRAULICS: LOCATION 01S CRANK LIGHT PANEL LED IN TAILGATE HOSES TWO 4000 PSI BUMPER STEEL MARKER LIGHTS NOTE (2) LENGTH 108" TOW HOOK(S) TWO MIDMOUNT SIGNALS YES -LED FITTINGS PUSH - PULL PUSH BLOCKS YES MUDFLAPS YES HP 1" MALE PAINT HOSE HANGER YES LP 1"FEMALE TIRE CARRIER NONE REMARKS: (1) ADD ACCESS HOLE FOR. FUTURE ACCESS TO STEEL HYDRAULIC LINES (2) 3 PR PER SIDE TOP AND BOTTOM. ALL LED ALL BOXED IN. i3) DONOVAN HYDRAULIC DOUBLE FLIP LID TARP SYSTEM TRAILER COST $65.900.00 Freight 2.300.00 Total $68, 200.00 EMPTY WEIGHT �� 16,683 CUSIC YA PSS Q OVERALL H IGHT FT 12.92 ftw- 'X BODYIF ABIIN SP ECTIOt4/F RAMEtI N V ENTO RYISAL ESITIRE SIPAI N TIAGID 205 EXHIBIT 2 I t ITY C(05 djj�� DENTON MEMORANDUM DATE: October 28, 2016 TO: Elton Brock 0- FROM: Terry Kader Fleet Services Superintendent CC: Antonio Puente SUBJECT: SOLI,_,__(S1NGLE1 SOURCE BUSINESS JUSTIFICATION Fleet Services is recommending the purchase of a specialized trailer from East Manufacturing, a manufacturer of live -bottom or walking floor trailers, East Manufacturing has been utilized by the City of Denton for supplying several trailers unique to the landfill operations. The City currently has (3) three East trailers in service at this time. The East trailers supplied are ofhigh quality with few operational issues and East can accommodate a variety of options including specific load tarping systems. In addition, Fleet Services has not been able to obtain competitive quotes from other trailer manufacturers meeting these specifications. Fleet Services is respectfully recommending the purchase of a specialized live -bottom trailer from East Manufacturing as a sole source purchase and believes this to be the best value for the City of Denton. Re rfirils, 'I'e itiader 7 Fleet Services Superintendent 206 EXHIBIT 3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT FOR THE ACQUISITION OF ONE (1) EAST "LIVE -BOTTOM" TRAILER FOR THE CITY OF DENTON SOLID WASTE DEPARTMENT WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE, SUCH PURCHASES ARE EXEMPT FROM REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 6265-AWARDED TO EAST MANUFACTURING CORPORATION IN THE AMOUNT OF $68,200). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 6265 East Manufacturing Corporation $68,200 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. 207 EXHIBIT 3 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6265 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY IC • 208 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1367, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: November 8, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving a Supervisory Control and Data Acquisition System Upgrade, which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 4074 awarded to Open Systems International in the not -to -exceed amount of $527,365. FILE INFORMATION The Supervisory Control and Data Acquisition (SCADA) system is used to monitor and control substations with distribution and transmission equipment. Denton Municipal Electric (DME) SCADA monitors and controls 18 substations and provides real-time load readings to the TMPA Transmission Operator, DME Energy Management Organization's Qualified Scheduling Entity (QSE), Electric Reliability Council of Texas (ERCOT) as well as providing Real -Time system information for DME's Outage Management System. DME also uses the generation short-term load forecast and market operations module to efficiently participate in the ERCOT regional market. DME uses the SCADA system to meet State and Federal regulatory requirements for electric system operation and reliability. The SCADA system was purchased from Open Systems International (OSI) in November 2008, and refreshed in 2013. The hardware and software components for the SCADA system should be replaced every four to five years to ensure the highest levels of reliable operation and continued availability of replacement parts in the event of hardware failure. Upgrading the SCADA system will require four to six months of planning and effort. By the time the work is complete, the existing hardware and software will be over four years old and should be removed from service. The SCADA update will include the hardware and software for DME's Primary and Backup Control Center for System Operations, the Primary and Backup operations for Energy Management Organization's QSE function, the Quality Assurance System (test environment) and the Operator Training Simulator. The update will also add administrative enhancements for the SCADA technicians. In addition, this refresh will provide additional capabilities to Energy Management Organization's QSE function to support them in making Market decisions. It is essential for the City of Denton to keep current subscription and maintenance with the software vendor in order to ensure availability of upgrades, software fixes, and access to knowledge and support resources. The City of Denton Page 1 of 3 Printed on 7/2/2021 powered by LegistarT" 209 File #: ID 16-1367, Version: 1 Technology Services department could not identify any local vendors that could provide software maintenance or upgrade for this application. Therefore, procuring this maintenance and upgrade from the above vendor is the best value for the City of Denton Open Systems International, Inc is the sole -source vendor for continued upgrade, support and maintenance for the SCADA software suite. Section 252.022 of the Local Government Code provides that procurement of commodities and services that are exempt from competitive bidding, if over $50,000, shall be awarded by the governing body. ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) The Public Utilities Board will discuss this item on November 7, 2016 for recommendation to forward this item to the City Council for consideration. RECOMMENDATION Award a contract to upgrade Supervisory Control and Data Acquisition (SCADA) hardware and software system to Open Systems International (OSI) in the amount of $527,365. SCADA Refresh $487,305 5% Contingency $24,365 Estimated Travel Costs $12,695 Estimated Freight Costs $3,000 Total $527,365 PRINCIPAL PLACE OF BUSINESS Open Systems International Minneapolis, MN ESTIMATED SCHEDULE OF PROJECT The system upgrades are estimated to be operational four (4) to six (6) months depending on vendor and staff availability. FISCAL INFORMATION The cost of the equipment, professional services, and testing is budgeted in Electric Capital Fund accounts 604022500.1355.3620 and 604022500.1355.3530. Requisition# 131157 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and City of Denton Page 2 of 3 Printed on 7/2/2021 powered by Legistar' 210 File #: ID 16-1367, Version: 1 Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS Exhibit 1: Quote Exhibit 2: Vendor Source Letter Exhibit 3: Staff Memo Exhibit 4: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Melissa Kraft at 349-7823. City of Denton Page 3 of 3 Printed on 7/2/2021 powered by Legistar' 211 EXHIBIT 1 QUOTATION osi Quote To: Denton Municipal Electric 1701 C Spencer Rd. Denton TX 76205 USA Attention: Michael Aukerman (940) 349-7899 michael.auckerman@cityofdenton.com Quote Description: System Upgrade OSI Sales Contact: Name: Chris Murphy Phone: (763) 404-4121 Email: Chris. Murphy@osii.com Quote Number: 20393 Reference: DME2016402-Rev2 Date: 10/7/2016 Valid Until: 11 /6/2016 Description Qty Unit Cost Unit Extended Cost Base Quote: System Upgrade Third Party Hardware Customer Furnished Server 6 0.00 EA US$ 0.00 Customer Furnished Workstation 15 0.00 EA US$ 0.00 Third Parry Hardware Subtotal: US$ 0.00 OSI Software monarch Software Upgrade License 1 0.00 EA US$ 0.00 - Free of Charge with Gold monarch Support OpenView GUI Client License 2 3,250.00 EA US$ 6,500.00 - 4 Monitors OSI Software Subtotal: US$ 6,500.00 Third Party Software Customer Furnished Windows Server 2012 R2 Operating System 6 0.00 EA US$ 0.00 Customer Furnished Microsoft SQL Server 2014 1 0.00 EA US$ 0.00 - 5 Servers, 15 CALs Customer Furnished Microsoft Office Standard 2013 OLP 15 0.00 EA US$ 0.00 Customer Furnished Windows Server 2012 R2 Device CALs 15 0.00 EA US$ 0.00 Third Party Software Subtotal: US$ 0.00 Open Systems International Inc. 4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary and Confir+-^*;-' Phone: (763) 551-0559 Fax: (763)-404-4007 212 email: info@osii.com http://www.osii.com/ Page: EXHIBIT 1 0 0 11 WO' O S QUOTATION Quote Number: 20393 Reference: DME2016402-Rev2 Description Qty Unit Cost Unit Extended Cost Project Implementation Upgrade Implementation 1 135,600.00 EA US$ 135,600.00 At OSI: Project Management and Coordination Project Engineering and Design NERC CIP documentation of firewall ports necessary for upgraded system operation (updated "open port' documentation) - NERC CIP hardening & patching of equipment upgrades commissioned by OSI - Cyber Security evaluation of network modifications required for upgrade - Design & Configuration of access control policies for firewall equipment commissioned by OSI Hardware Staging and Configuration Software Installation and Configuration Database and Display Conversion and Integration Factory Q/A Testing Hardware Packing and Shipping Post-Cutover Problem Resolution and Assistance System Documentation Updates At DME: Site Installation and Configuration Formal Site Acceptance Testing Cutover Preparation Operator Training Cutover Assistance Project Implementation Subtotal: US$ 135,600.00 Total: US$ 142,100.00 Description Qty Unit Cost Unit Extended Cost Option #1: DataExplorer Addition OSI Software DataExplorer Server License 1 15,000.00 EA US$ 15,000.00 DataExplorer Client License 1 895.00 EA US$ 895.00 OSI Software Subtotal: US$ 15,895.00 Project Implementation DataExplorer Implementation 1 4,560.00 EA US$ 4,560.00 At OSI: Project Management, Planning & Preparation Software Installation & Configuration Follow-up Support, Documentation Project Implementation Subtotal: US$ 4,560.00 Training Training - Units 4 545.00 UNITS US$ 2,180.00 Training Units sufficient for one attendee of the following: - M5-206 System Maintenance Fundamentals Training Subtotal: US$ 2,180.00 Open Systems International Inc. 4101 Arrowhead Drive, Medina MN 55340-9649 Phone: (763) 551-0559 Fax: (763)-404-4007 email: info@osii.com http://www.osii.com/ Proprietary and Confir --•'--' Page: 213 EXHIBIT 1 owr_,00, 0 S Description monarchTm Support Adders monarch"' Support Adder monarch' Support Adders Subtotal: Option #1 Total: Option #2: OSI Security Profiler Addition Subscriptions OSI Security Profiler Subscription - 1 Year Subscription - Redundant - Up to 25 Nodes Subscriptions Subtotal: Project Implementation Security Profiler Implementation At OSI: Project Management and Coordination Project Engineering and Design Software Integration and Verification Configuration of 5 Nodes, Product Training System Documentation Updates Project Implementation Subtotal: Option #2 Total: Option #3: Select Eauipment Replacement Third Parry Hardware Cisco 3850 Layer 3 Networking Switch 24 Port Includes Expansion Module Includes 2 Single Mode Transceivers Cisco SmartNET 8x5 Support Arbiter 1088E GPS Clock - Time and Frequency Third Parry Hardware Subtotal: Project Implementation Equipment Replacement Implementation At OSI: Hardware Staging and Configuration Switch and GPS Clock Setup and Configuration Hardware Packing and Shipping Follow-up Support, Documentation Project Implementation Subtotal: Qty 1 Unit Cost 2,385.00 QUOTATION Quote Number: 20393 Reference: DME2016402-Rev2 Unit Extended Cost EA US$ 2,385.00 US$ 2,385.00 US$ 25,020.00 1 1 5,467.00 1 EA I US$ 1 EA 5,467.00 US$ 5,467.00 US$ 6,080.00 US$ 6,080.00 US$ 11,547.00 6 1 7,728.00 1 EA I US$ 6 1,546.00 EA US$ 2 6,660.00 EA US$ US$ 1 7,600.00 EA US$ US$ 46, 368.00 9,276.00 13, 320.00 68,964.00 7,600.00 7,600.00 Open Systems International Inc. 4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary and Confir4^^■;^' Phone: (763) 551-0559 Fax: (763)-404-4007 214 email: info@osii.com http://www.osii.com/ Page: EXHIBIT 1 owr_,00' 0 S Description Option #3 Total: Option #4: UDarade All Workstations to 4 Headed Workstations Third Party Hardware Customer Furnished Monitors Third Parry Hardware Subtotal: OSI Software OpenView License Expansion - Two Additional Monitor Licenses per Client OSI Software Subtotal: monarch TM Support Adders monarch TM Support Adder Option #5: Custom Onsite Training Training Training - Custom Onsite Training - Teach the Trainer - 1 of 5 Days monarch TM Support Adders Subtotal: Option #4 Total: Training Subtotal: Option #5 Total: Option #6: OSI Procured Hardware and 3rd Parry Software Third Party Hardware Server PowerEdge R730 (2U) 2.5"" Chassis with up to 8 Drives (2) Intel Xeon 2.4GHz 10Core HT 64GB RDIMM RAM 2.4TB (4x1.2TB) 10k RPM RAID10 (500 C, 500D, 1.4TB E) (4) Gigabit Ethernet Ports Redundant Power Supply Sliding Ready Rails w/ Cable Mgmt. Arm Front Bezel DVD-ROM, SATA, Internal No Operating System 4YR ProSupport Plus Mission Critical 4 Hour Onsite Warranty Clty I Unit Cost QUOTATION Quote Number: 20393 Reference: DME2016402-Rev2 Unit Extended Cost US$ 76,564.00 1 0.00 EA 12 500.00 EA 1 1 6 4111111I1I 10, 000.00 9,789.00 EA EA EA US$ 0.00 US$ 0.00 US$ 6,000.00 US$ 6,000.00 US$ 900.00 US$ 900.00 US$ 6,900.00 US$ 10,000.00 US$ 10,000.00 US$ 10,000.00 1 US$ 58,734.00 Open Systems International Inc. 4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary and Confir --•'--' Phone: (763) 551-0559 Fax: (763)-404-4007 215 email: info@osii.com http://www.osii.com/ Page: EXHIBIT 1 1 - QUOTATION OS I Quote Number: 20393 Reference: DME2016402-Rev2 Description Qty Unit Cost Unit Extended Cost Workstation 15 3,000.00 EA US$ 45,000.00 Precision T7810 2.6GHz Intel Eight Core HT Xeon 512 SSD (150 C, 250 D, 100 E) 32GB RAM DVD+/-RW Integrated GbE NIC Additional GbE NIC NVIDEA Quadro M2000 Graphics card Integrated Sound Corded Keyboard & Scroll Mouse Windows 10 Professional 64-Bit ProSupport 24x7 51 Months Warranty Use Existing Monitors Third Parry Software Windows Server 2012 R2 Operating System Windows Server 2012 R2 Device CALs Microsoft Office Standard 2013 OLP Microsoft SQL Server 2014 - 5 Servers, 15 CALs Third Parry Hardware Subtotal: Third Party Software Subtotal: Option #6 Total: Option #7: SCADA Point License Expansion OSI Software License Expansion Includes the following Licensing Expansion 10,000 Additional Status Points (from 30,000 to 40,000) 10,000 Additional Analog Points (from 30,000 to 40,000) 50 Additional OpenFEP RTUs (from 100 to 150) 20,000 Additional Telemetered Points (from 40,000 to 60,000) Free of Charge with Purchase of Status and Analog Points Inlcudes 20% Customer Appreciation Discount monarch TM Support Adders monarchTI Support Adder Discount: OSI Software Subtotal: monarch TM Support Adders Subtotal: Option #7 Total: US$ 103,734.00 6 900.00 EA US$ 5,400.00 15 36.00 EA US$ 540.00 15 380.00 EA US$ 5,700.00 1 7,800.00 EA US$ 7,800.00 US$ 19,440.00 US$ 123,174.00 1 1 80,000.00 1 EA I US$ US$ US$ 1 9,600.00 EA US$ US$ US$ -16,000.00 64,000.00 9,600.00 9,600.00 73,600.00 Open Systems International Inc. 4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary and Confir --•'--' Phone: (763) 551-0559 Fax: (763)-404-4007 216 email: info@osii.com http://www.osii.com/ Page: EXHIBIT 1 0 0 11 WO' O S QUOTATION Quote Number: 20393 Reference: DME2016402-Rev2 Description Qty Unit Cost Unit Extended Cost Option #8: ICCP License Expansion OSI Software ICCP License Expansion 1 16,000.00 EA US$ 16,000.00 - 8 ICCP Links OSI Software Subtotal: US$ 16,000.00 monarch TM Support Adders monarchT"' Support Adder 1 2,400.00 EA US$ 2,400.00 monarch' Support Adders Subtotal: US$ 2,400.00 Option #8 Total: US$ 18,400.00 Open Systems International Inc. 4101 Arrowhead Drive, Medina MN 55340-9649 Phone: (763) 551-0559 Fax: (763)-404-4007 email: info@osii.com http://www.osii.com/ Proprietary and Confir+-^*;-' Page: 217 EXHIBIT 1 owr_,00' 0 S Customer Contact Info: Bill To: City of Denton, Texas 215 E McKinney St Denton TX 76201-4299 USA Attention: Michael Aukerman (940) 349-7899 michael.auckerman@cityofdenton.com Payment Terms: Milestone Payment Details: Net 30 Days 30% Upon Quote Acceptance 20% Upon System Staging at OSI 25% Upon Completion of Factory Testing 25% Upon Project Completion QUOTATION Quote Number: 20393 Reference: DME2016402-Rev2 Ship To: Denton Municipal Electric 1701 C Spencer Rd. Denton TX 76205 USA Attention: Michael Aukerman (940) 349-7899 michael.auckerman@cityofdenton.com Special Terms and Conditions: 1) Option 3 assumes replacement of switches on LAN D, LAN A, and LAN C. All other networking equipment is the responsiblity of DME. Fiber installation and configuration between switches and firewall is the responsibility of DME. 2) Option 3 assumes the use of existing antenna and cabling for the GPS clock hardware refresh. 3) It is assumed, DME is responsible for installation and cabling of all server and network equipment onsite. 4) Quote assumes all quoted hardware is first droppshipped to OSI for setup and configuration. 5) Options are dependent on the selection of the base. 6) It is assumed DME will provide all third party hardware, software (such as backup/archival software), licensing and configuration not specifically mentioned in this quote. 7) Quote assumes DME will have dedicated personnel assigned to assist in the installation and implementation effort. 8) DME shall provide all relevant system information required for the work as needed (i.e. databases, displays, networking information, etc.). 9) If required, quote assumes DME will handle any custom display and database work, and will test and verify all external links and interfaces. 10) Quote assumes DME will provide high-speed remote access to server and console hardware if needed (VPN, Remote Desktop Connection, etc.). Dial -up modem connections are insufficient. 11) All quoted hardware is provided with standard OEM warranties. 12) Quote assumes DME will provide sufficient cabinet space and cabling for new hardware. If DME is not able to provide this, additional cabinets and/or cables can be quoted separately. 13) Quote assumes that any hardware purchased by DME is compliant with monarchT".NET minimum requirements as follows: Server: - Xeon CPU: Dual Quad -Core HT, 2.OGHz and above - RAM: 16+GB - OS: Windows Server 2008 R2 & RedHat Enterprise Linux6+ Workstation: - CPU: Single Quad -Core 2.4GHz and above - RAM: 8+GB - OS: Windows 7 64-bit - Video Card: FirePro W5000 2GB or better 14) Project scope changes instigated by DME (e.g. hardware quoted above being procured by [CUSTOMER], etc.) may impact the project schedule. 15) Workstations are supplied with Microsoft Office Standard (OLP), which does not include Microsoft Access. If Access is required, please inform OSI and quote can be remade to accommodate. Open Systems International Inc. 4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary and Confi( --•'--' Phone: (763) 551-0559 Fax: (763)-404-4007 218 email: info@osii.com http://www.osii.com/ Page: EXHIBIT 1 QUOTATION Quote Number: 20393 Reference: DME2016402-Rev2 Standard Terms and Conditions 1. Travel costs are not included in this quote. All travel and associated administrative costs will be billed as incurred. 2. All quoted prices are in US Dollars ($), unless otherwise noted. 3. OSI will schedule all work upon receipt of the purchase order subject to OSI's resource availability. 4. Unless otherwise stated, Customer shall pay all applicable shipping. 5. Training, if applicable, will be provided at OSI's facility, unless otherwise agreed. 6. Quoted price does not include applicable taxes. 7. Customer shall provide all relevant system information required for the work as needed (i.e. databases, displays, reports, I addresses, networking information, RTU channel information, etc.) and shall be responsible for all delays caused by Customer's failure to do so in a timely manner. 8. Unless otherwise stated, Customer will have dedicated personnel available to assist OSI in the work. 9. OSI does not guarantee that third -party goods will be available at time of quote acceptance. If third party goods are not available, upon Customer's authorization, OSI will provide suitable replacements and bill any resulting cost differences to the Customer. Failure to timely authorize replacements may result in delays and/or need to re -quote. 10. When applicable, Customers subscribing to Gold or above Support Plans may be entitled to new software version updates without charge. With the exception of Diamond Plan subscribers, the Customer will be responsible to pay for any engineering services required to implement the software upgrades. 11. Unless otherwise agreed and quoted, Customer is responsible for all preparations for OSI's installation of software, hardware or services and any post -installation compatibility testing and compliance issues. 12. Customer will provide adequate environmental and power conditions onsite, unless otherwise stated. 13. Cutover is defined as the quoted functionality being operational with no outstanding critical incidents. 14. Any Quote(s) for system upgrade services require(s) that at the time of actual implementation Customer has a valid premium monarchT"' Support plan which includes software upgrade privileges and that the system size or scope does not change dramatically between the issuance of the quote and implementation of the service. 15. Customer Furnished Hardware and Software: Customer shall provide all required third -party equipment and software ("CFE") for the Project except for the OSI-provided equipment identified in this quote. Customer shall be responsible to timely deliver all CFE to OSI in compliance with the mutually agreed upon Project Schedule for integration with the OSI software. Customer shall pay all shipping and insurance costs both to and from OSI and shall be responsible for all CFE warranties. 16. Export Controls: 16.1. Customer represents: It is not a citizen, national, or resident of, and is not under control of, the government of Cuba, Iran, Sudan, Libya, North Korea, Syria, nor any country to which the United States has prohibited export and that it is not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor are you listed on the United States Department of Commerce Table of Denial Orders. 16.2. Customer agrees that it will not export or re-export the Product(s), directly or indirectly, to the above mentioned countries nor to citizens, nationals or residents of those countries nor to any entity so listed on any of the above mentioned lists. 16.3. Customer agrees that it will not use the Product(s) for, and will not allow the Product(s) to be used for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction. 16.4. The requirements of (b) and (c) above apply to all Product(s) purchased or licensed to Customer from OSI whether included in this quote or purchased or licensed previous Notice: OSI's quote is based upon Customer's acceptance of all applicable Terms and Conditions. Requests for additions to, deletions of, or different Terms and Conditions, may require a revised quote and/or additional costs or schedule delays. Open Systems International Inc. 4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary and Confi( --•'--' Phone: (763) 551-0559 Fax: (763)-404-4007 219 email: info@osii.com http://www.osii.com/ Page: EXHIBIT 2 October 6, 2016 VIA E Mail: Michael.aukerman(a)-cityofdenton.com Michael Aukerman Security Compliance Supervisor Denton Municipal Electric City of Denton Purchasing Department 1659 Spencer Road Denton, TX76205 RE: Certification of Unique Service Capabilities Dear Mr. Aukerman: I am the Contract Manager and Legal Counsel for Open Systems International, Inc. ("OSI") and as such your request for sole source information has been referred to me. OSI hereby certifies, represents and agrees as follows: 1) OSI is the sole producer and provider of all monarch TM products and related services and owns all rights, title and interests in the monarch products. 2) No other party is able or authorized by OSI to provide specific services in relation to our proprietary monarch software as this is only produced and maintained by OSI. 3) Denton Municipal Electric ("DME") is receiving a fair price comparable to that offered to our entire customer base with equivalent volume of software and support purchased. If you have any questions, please feel free to contact me at (763) 551-0559. Best regards, wae� Ken Hall Contract Manager/Legal Counsel Open Systems International 4101 Arrowhead Drive, Medina, Minnesota 55340 Phone: (763) 551-0559 Fax: (763) 551-0750 Email: ContractManagement(a)osii.com http://www.osii.com 220 EXHIBIT 3 air I)ENTON 601 E, HICKORYST, OENTON, TEXAS 76205 • (M) 349-8562 • FAX (940) 349-8533 DATE: October. 24, 2016 F0 Elton Brock, Purchasing Manager ly C.C- Bryan Langley, Assistant City Manager FROM: Melissa Draft, Chief Technology 0fi'ice SUBJECT: Single -Sole Source Request, —Open Systems International, Inc. (OSI) The City of Denton Municipal Electric (DME) utilizes the Supervisory Control and Data Acquisition (SCADA) system to monitor and control electric substations with distribution and transmission equipment. DME operates the generation short-term load forecast and market operations module to efficiently participate in the ERCOT regional market. DME uses the SCADA system to meet State and Federal regulatory requirements for electric system operation and reliability, as well as making business decisions for buying and selling electricity. The SCADA system was originally purchased from Open Systems International, Inc. (OSI) in November of 2008 and the last refresh was completed in 2013. This refresh will include the hardware and software for DME's Primary and Backup Control Center For System Operations, the Primary and Backup operations for Energy Management Organization's QSE function. the Quality Assurance System (test environment) and the Operator Training Simulator. The refresh will also add administrative enhancements for the SCADA Technicians. In addition, this refresh will provide additional capabilities to Energy Management Organization's QSE function to support them in making Market decisions. It is essential for the City of Denton to keep current subscription and maintenance with the software vendor in order to ensure availability of upgrades, sofhvare fixes, and access to knowledge and support resources. The Technology Services department could not identify any local venders that could provide software maintenance or upgrade for this application. 081, Inc is the sale producer and provider of all monarch products and related services and owns all rights, title and interests in the monarch products. No other party is able or authorized by OSI to provide specific services in relation to their proprietary monarch software as this is only produced and maintained by OSI. DME is receiving a fair price comparable: to that offered to OSI entire customer base %vith egativaletxt volume of software and support purchased. The City of Denton DME SCADA has been using OSI since 2008. "Dedicated t© Quality ServIce" www. cityofden ton, c or» 221 EXHIBIT 4 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING A SUPERVISORY CONTROL AND DATA ACQUISITION SYSTEM UPGRADE, WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 4074 AWARDED TO OPEN SYSTEMS INTERNATIONAL IN THE NOT -TO -EXCEED AMOUNT OF $527,365). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 4074 Open Systems International $527,365 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. 0** EXHIBIT 4 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 4074 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 223 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1368, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: November 8, 2016 SUBJECT Consider adoption of an Ordinance accepting competitive proposals and awarding a contract for the purchase of a Caterpillar Model 826K refuse compactor for the City of Denton Landfill; providing for the expenditure of funds therefor; and providing an effective date (RFP 5825-awarded to Holt CAT in the amount of $894,714). FILE INFORMATION This item is a fleet replacement for a 2001 Caterpillar model 826H. This equipment has met the fleet replacement criteria based on age, hours, and maintenance costs. The increased maintenance costs and downtime of this unit have not allowed the department to keep pace with the incoming volume of refuse. The replacement was not originally budgeted for replacement, but due to maintenance issues, this unit needs to be replaced in the current year and funding is available in the Solid Waste Capital Fund. Pricing for this model of compactor was solicited through Request for Proposals (RFP) 5825 and a contract was awarded to Holt CAT on June 21, 2016 for one (1) Model 826K refuse compactor (Exhibit 1). Section 25 of the RFP specifications allows for additional products of the same category to be added to the contract. Subsequently, Holt CAT was contacted and agreed to provide this equipment at the previously awarded pricing. Therefore, staff is recommending the purchase of a second compactor using this contract. RECOMMENDATION Award the purchase of one (1) Refuse Compactor to Holt Caterpillar in the amount of $894,714. PRINCIPAL PLACE OF BUSINESS Holt CAT Irving, TX ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the compactor will occur within 30 days of purchase order issuance. FISCAL INFORMATION City of Denton Page 1 of 2 Printed on 7/2/2021 powered by Legistar' 224 File #: ID 16-1368, Version: 1 The Compactor (Fleet ID#FD16131) will be funded from the Solid Waste Capital Fund account 660182595.1355.30100. Requisition #130991 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.2 Develop a high-performance work force EXHIBITS Exhibit 1: Quote Exhibit 2: Prior Council Award Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Terry Kader at 349-8729. City of Denton Page 2 of 2 Printed on 7/2/2021 powered by Legistar' 225 EXHIBIT 1 Quote 179805-01 HOLY. October 25, 2016 CITY OF DENTON FLEET SERVICES 804 TEXAS ST DENTON, TEXAS 76209-4330 Attention: CHARLIE ROSENDAHL RE: Quote 179805-01 (Same pricing as RFP #5825 awarded June 21, 2016) Thank you for this opportunity to quote Caterpillar products for your business needs. We are pleased to quote the following for your purchase consideration. One (1) New CATERPILLAR INC Model: 826K Compactors with all standard equipment in addition to the additional specifications listed below: STANDARD EQUIPMENT POWERTRAIN -Air to air aftercooler -Brakes, full hydraulic, enclosed, wet - multiple disc service brakes -Cat clean emission module (insulated) - (HRC) - Eco mode - Electro-hydraulic parking brake -Electronic Clutch Pressure Control - (ECPC) - Engine, Cat C15 w/ Acert Technology -Fuel priming pump (electric) -Fuel to air cooler- Ground level engine shutoff -Heat Shield, turbo and exhaust manifold - Hydraulically driven demand fan - Integrated braking system - Muffler (under hood) (LRC) - Radiator, Aluminum Modular (AMR) - Separated cooling system - Single Clutch Speed Shifting (SCSS) - Starting aid (ether) automatic - Throttle lock - Torque converter w/ Lock Up Clutch (LUC) - Transmission, planetary, 2F/2R speed - range control - Underhood ventilation system ELECTRICAL - Alarm, back-up - Alternator (150-amp) - Batteries, maintenance free (4-1000CCA) - Electrical system (24-volt) - Ground level lockable master disconnect - switch - Light, warning unswitched (LED strobe) - Lighting, access stairway - Lighting system, halogen (front & rear) - Starter, electric (heavy duty) - Starting receptacle for emergency start - OPERATOR ENVIRONMENT - 12-volt power port for mobile phone or - laptop connection - AccuGrade mapping (ready) - Air conditioner with roof mounted - condenser - Cab, sound -suppressed pressurized - Coat and hard hat hooks - Finger tip shifting controls - Flip -up armrest - Heater and defroster - Horn, electric - Hydraulic controls - Implement hydraulic lockout - Instrumentation, gauges: - -DEF fluid level (HRC) - -Engine coolant temperature - -Fuel level - -Hydraulic oil temperature - - Speedometer/Tachometer - -Torque convertor temperature - Instrumentation, warning indicators: - -Action alert system, three category - -Brake oil pressure - -Electrical system, low voltage - -Engine failure malfunction alert and - action lamp - -Parking brake status - Internal four -post rollover protective - structure (ROPS/FOPS) - Laminated glass - Light, (dome) cab - Lunch box and beverage holders - Mirror, internal (panoramic) - Mirrors, heated ready - Mirrors, rearview (externally mounted) - Radio, CB ready - Radio ready for entertainment: - -Antenna - -Speakers - -Converter (12-volt10-15 amp) - Seat, Cat comfort (cloth) air suspension - Seat belt with minder, retractable, 76mm - (3'') wide - STIC control system with lockout - Sun visor, front - Tinted glass - Transmission gear (indicator) - Vital Information Management System - (VIMS): - -Graphical information display - - External data port - -Customizable operator profiles - Wet -Arm wipers/washer (front and rear) - Intermittent wipers (front and rear) GUARDS - Guards, axle (front and rear) - Guard, cab window - Guards, crankcase and powertrain, - hydraulically powered - Guard, driveshaft - FLUIDS - Antifreeze, premixed 50% concentration - extended life (-34C) OTHER STANDARD EQUIPMENT - Demand fan/swing out (hyd. reversible) - Doors, service access (locking) - Ecology drains for engine, radiator, - transmission, hydraulic tank - Emergency platform egress - Engine, crankcase, 500 hour interval - with CJ-4 oil - Engine idle management features: - -Auto idle kickdown - -Delayed engine shutdown - -Engine idle shutdown - Fire suppression ready - Fuel tank, 782L (207 gal) - Hitch, drawbar with pin - Hoses, Cat XT(TM) - Hydraulic, engine, and transmission oil - coolers - Oil change system, high speed - Oil sampling valves - Product Link - Stairway, left and right rear access - Steering, load sensing - Striker bars - Total hydraulic filtration system - Vandalism protection caplocks - Venturi stack Page 1 of 3 226 Quote 179805-01 MACHINE SPECIFICATIONS 826K LF COMP HRC DCA10 376-5010 826K LANDFILL COMPACTOR HRC 376-5030 ENGINE & NO SOUND SUPPRESSION 417-6327 PRECLEANER, STANDARD 376-5099 AXLES, NO -SPIN FRONT & REAR 386-2299 HYDRAULICS 417-2725 HORN, STANDARD 375-4687 CAB GLASS, STANDARD 383-2164 CAB PRECLEANER, NON -POWERED 487-4370 PRODUCT LINK, CELLULAR PLE641 382-1989 STAIRWAY, FIXED 477-3883 STRIKER BARS, CLEANER FINGERS 384-3386 CAMERA, REAR VISION 364-7648 GUARD, REAR FAN & GRILL CARON WHEELS AND DOUBLE SEMI U BLADE RFP # 5825 TOTAL SALE PRICE WITH ADDITIONAL TIP $935,342 REMOVAL OF ADDITIONAL TIPS - $40,628 Sell Price $894,714 Ext Warranty Included Total $894,714 WARRANTY Standard Warranty: Extended Warranty: 36 Month / 7,000 Hour Premier Extended Warranty Accepted by on Signature Thank you for your interest in Holt CAT and Caterpillar products for your business needs. This quotation is valid for 30 days, after which time we reserve the right to re -quote. If there are any questions, please do not hesitate to contact me. Sincerely, Bryan Nichols Machine Sales Representative Holt CAT Bryan. Nichols@holtcat.com Page 2 of 3 227 EXHIBIT I Quote 179805-01 817.308.6612 Page 3 of 3 228 EXHIBIT 2 DENTON File #: ID 16-723, Version: 1 City of Denton Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: June 21, 2016 City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com SUBJECT Consider adoption of an Ordinance accepting competitive proposals and awarding a contract for the purchase of a Caterpillar Model 826K refuse compactor for the City of Denton Landfill; providing for the expenditure of funds therefor; and providing an effective date (RFP 5825-awarded to Holt CAT in the amount of $1,017,197.92). The Public Utilities Board recommends approval (5-0). RFP INFORMATION This RFP is for the purchase of a compactor for the City of Denton Landfill. The compactor will be replacing a compactor that is currently in service, but has significant downtime and repair costs. Request for Proposals were sent to 30 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download, and advertised in the local newspaper. Two (2) responsive proposals were received from Holt CAT and Asco. The proposals were evaluated based upon published criteria including price, delivery, compliance with specifications, and indicators of probable performance. Although Holt CAT's pricing for the compactor was higher, staff scored their probable performance and delivery schedule higher than Asco's. The Probable Performance scoring was based on Fleet staff s previous experience with Holt CAT compactors which includes total lifecycle costs and equipment downtime. The delivery scoring was based on Holt CAT's expedited delivery time. The Fleet Department has provided a memo detailing their justification for the purchase of the Holt CAT compactor (Exhibit 2). Based on the evaluation and ranking process, staff is recommending Holt CAT as the best value for the City of Denton. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 13, 2016, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award the purchase of a Caterpillar Model 826K refuse compactor to Holt CAT in the amount of $1,017,197.92. This amount includes the compactor purchase price of $935,343 and an additional amount for parts that may be needed during the life of the compactor. City of Denton Page 1 of 2 Printed on 6/17/2016 powered by LegistarT" 229 EXHIBIT 2 File #: ID 16-723, Version: 1 PRINCIPAL PLACE OF BUSINESS Holt Cat Little Elm, TX ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the compactor will occur within 45-60 days of issuance of a purchase order. FISCAL INFORMATION The compactor (Fleet ID#SW15107) will be funded from Solid Waste Department Capital Fund account 660135595.1355.30100. Requisition# 1293 10 has been entered in the purchasing software system. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner FXHIRITS Exhibit 1: Evaluation and Ranking Sheet Exhibit 2: Justification Memo Exhibit 3: Public Utilities Board Agenda Information Sheet Exhibit 4: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Terry Kader at 349-8729. City of Denton Page 2 of 2 Printed on 6/17/2016 powered by LegistarT" 230 EXHIBIT 2 RFP 5825 - Pricing Sheet for Landfill Compactor BAFO Holt Cat Holt Cat ASCO Little Elm, TX Little Elm, TX Lubbock, TX Principal Place of Business (City and State) EST. ANNUAL Estimated Estimated Estimated Delivery Item # QTy UOM Product Description Description 2 Extended Price Delivery ARO Extended Price Delivery ARO Extended Price ARO (Business (Business Days) (Business Days) Days) SECTI ON A - 1 1 EA Landfill Compactor ?90,000lb Gross Operating Weight, $935,343.00 45-60 $ 966,521.00 45-60 $ 768,771.00 90 400H P,1450ft/I b Torque 2 1 EA Non -Warranty Service Rate* Per Hour $120.00 $ 120.00 $ 120.00 N/A 3 1 EA Complete Wheel Tip Replacement Parts $40,628.00 $ 40,628.00 $ 45,877.00 22 4 1 EA Complete Wheel Tip Replacement Installation $6,000.00 $ 6,000.00 $ 16,320.00 5 5 1 EA Set of Four Final Drives and Drive Motors Parts $28,842.92 $ 28,842.92 $ 108,237.00 66 6 1 EA Set of Four Final Drives and Drive Motors Installation $6,264.00 $ 6,264.00 $ 6,800.00 5 Total Cost of Products $1,017,197.92 $ 1,048,375.92 $ 946,125.00 Price 55 Compliance 20 Probable Performance 10 Delivery 15 OTAL 100 51 50 55 20 20 20 10 10 8 15 15 10 96 95 93 231 EXHIBIT 2 ("M� � Or r� , DENTON _FLEET S.I; RV 1 ES _ _ _ _ ry .. _. 804 Texas Street , Denton, 7X76201 ' (940 349-7400 • FAX 4940) 349-8492 DATE: May 16, 2016 TO: Elton BrocyVI" FROM: Terry Kader SUBJECT: Caterpillar Compactor Justification We compiled data on currently operating City of Denton Landfill compactors which we feel support our desire to purchase the CAT model 826, even though it has a higher initial cost. The data clearly indicates that the CAT compactor is the best value for the City of Denton and for the Landfill in terms of total lifecycle costs and equipment downtime. It can be seen that over the life of the unit, with the final drive pricing, the total lifecycle costs are similar. We were conservative in our estimation of needing only one set of final drives, but there is a real possibility that a second final drive replacement would be required, which would give CAT the lowest cost of ownership. In addition, the Aljon authorized service center, ASCO Equipment Company, does not have the proven maintenance support as compared to Holt Caterpillar. We had a situation 5 months ago where ASCO came out to replace pins and bushings on the Aljon machine we currently have and were unable to put it back together. Performance criteria is based on historical cost per hour. We currently have two operational Caterpillar units that when averaged together to come to $59.70 per hour to operate and the Aljon has a $70.50 cost per hour. This means that the caterpillar is 84% more efficient and therefore ASCO was rated an 8 for performance. The Caterpillar will be delivered in 66% of the time of the Aljon, so therefore Aljon was given 66% of the total of 15. Regards, Tert :ade>r- Fleet Services Superintendent "Dedicated to Quality and Service " www. cityofdenton. com 232 EXHIBIT 2 ORDINANCE NO. 2016-174 AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF A CATERPILLAR MODEL 826K REFUSE COMPACTOR FOR THE CITY OF DENTON LANDFILL; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5825-AWARDED TO HOLT CAT IN THE AMOUNT OF $1,017,197.92). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the purchase of a Caterpillar Model 826K refuse compactor in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and 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: SECTIONww 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5825 Holt CAT $1,017.197.92 SECTION 2. 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. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with 233 EXHIBIT 2 the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. This will be an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. SECTIONww4. 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 RFP 5825 to the City Manager of the City of Denton, Texas, 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 proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _day of , 2016. ,04 CHRIS AT' I-S, MAYOR ATTEST: JENNIFER WALTtRS, CITY SECRETARY BY: ^", . APPR ED ASTO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 234 EXHIBIT 3 ORDINANCE NO. 2016- AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF A CATERPILLAR MODEL 826K REFUSE COMPACTOR FOR THE CITY OF DENTON LANDFILL; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5825-AWARDED TO HOLT CAT IN THE AMOUNT OF $894,714). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the purchase of a Caterpillar Model 826K refuse compactor in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and 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 for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5825 Holt CAT $894,714 SECTION 2. 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. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby 235 EXHIBIT 3 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. This will be an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. 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 RFP 5825 to the City Manager of the City of Denton, Texas, 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 proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 236 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1388, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: November 8, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Buy Board Cooperative Purchasing Network for the acquisition of one (1) Caterpillar 430172 Backhoe for the City of Denton Water Distribution Department; and providing an effective date (File 6270-awarded to Holt CAT in the amount of $123,972.77). FILE INFORMATION This item is a fleet replacement for a 2011 Caterpillar model 430E. This equipment has met the fleet replacement criteria based on age and maintenance costs. This equipment is on a five (5) year lifecycle with the original replacement date scheduled for December 2016. The City has currently incurred $58,392.67 in maintenance cost life to date. The replacement was approved as part of the fiscal year 2016-2017 budget. Three quotes were obtained through cooperative contracts and staff is recommending the purchase of the lowest price backhoe from Holt CAT as the best value for the City (Exhibit 1). Staff is not aware of any local vendors that can provide this equipment. ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) The Public Utilities Board will discuss this item on November 7, 2016 for recommendation to forward this item to the City Council for consideration. RECOMMENDATION Award the purchase of one (1) Caterpillar 430172 Backhoe to Holt CAT in the amount of $123,972.77. PRINCIPAL PLACE OF BUSINESS Holt CAT Irving, TX ESTIMATED SCHEDULE OF PROJECT City of Denton Page 1 of 2 Printed on 7/2/2021 powered by Legistar' 237 File #: ID 16-1388, Version: 1 The purchase and delivery of the backhoe will occur within 30 days of purchase order issuance. FISCAL INFORMATION The Backhoe (Fleet ID#WD1727) will be funded from the Water Capital Fund account 635090635.1355.30100. Requisition #131458 has been entered in the purchasing software system. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 2.3 Promote superior utility services and facilities EXHIRITS Exhibit 1: Comparison and Quotes Exhibit 2: Staff Memo Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Terry Kader at 349-8729. City of Denton Page 2 of 2 Printed on 7/2/2021 powered by Legistar' 238 CITY TY OF DENTON 1 1 1 1 1 --1 I'A 1S LS QUOTE COMPARISON FOR BACKHOE EXHIBIT I Date: Oct 17, 2016 DESCRIPTION Buyboard Buyboard Buyboard CONTRACT # 424-13 424-13 424-13 ORDER ORDER ORDER Caterpillar 430F2 Backhoe, 108HP, John Deere 410L Backhoe, 107HP, Case 590SN Backhoe, 108HP, 4x4, 4x4, Hydraulic Quick Coupler, 4x4, Hydraulic Quick Coupler, Hydraulic Quick Coupler, Compactor Compactor Plate and Concrete Compactor Plate and Concrete Plate and Concrete Hammer Hammer attachments Hammer attachments attachments BASE PRICE $123,972.77 $127,374.75 $135,457.12 SUBTOTAL $123,972.77 $127,374.75 $135,457.12 QUANTITY Notes: $123,972.77 $127,374.75 $135,457.12 Price Variance $3,401.98 2.74% $11,484.35 9.26% Holt Caterpillar RDO Equipment Co. ASCO 549 Jim Wright Freeway 2902 N Central Expy 3600 US Highway 82 E Fort Worth TX 76108 McKinney TX 75071 Sherman TX 75090 Bryan.Nichols@holtcat.com JPhillips@rdoequipment.com cfortenberry@ascoeq.com (817)308-6612 (214)681-7852 (940)372-0072 Print Form EXHIMT140651-01 HOLY. October 13, 2016 CITY OF DENTON FLEET SERVICES 804 TEXAS ST DENTON, TEXAS 76209-4330 Attention: CHARLIE ROSENDAHL RE: Quote 180651-01 Thank you for this opportunity to quote Caterpillar products for your business needs. We are pleased to quote the following for your purchase consideration. One (1) New CATERPILLAR INC Model: 430F2 HRC Backhoe Loaders with all standard equipment in addition to the additional specifications listed below: STANDARD EQUIPMENT BOOMS, STICKS AND LINKAGES - 15' Center pivot excavator style - backhoe - Pilot operated joystick hydraulic - controls with pattern changer valve - Pilot operated stabilizer controls - Boom transport lock - Swing transport lock - Street pads stabilizer shoes - Anti -drift hydraulics - (Boom, Stick and E-Stick) - Cat Cushion Swing(tm) system - Bucket level indicator - Lift cylinder brace - Return -to -dig (auto bucket positioner) - Self -leveling loader with single lever - control - Transmission neutralizer switch - Single Tilt Loader POWERTRAIN - Cat C4.4, 86kW (Net 108 HP/81 kW) - Direct Injection Turbo Charged Engine, - with ACERT technology. - US EPA Tier4 Final Emissions Compliant - with Selective Catalytic Reduction(SCR) - Water separator with service indicator - Thermal starting aid system - Eco mode - A dry -type axial seal air cleaner with - integral precleaner, automatic dust - ejection system & filter condition - indicator - Hydraulically boosted multi -plate wet - disk brake with dual pedals & interlock - Differential lock - Drive -line parking brake - High Ambient Cooling Package - Torque converter - Transmission --four speed synchro mesh - with power shuttle & neutral safety - switch - Spin -on fuel, engine oil & transmission - oil filters - Outboard planetary rear axles - Open Circuit Breather - HYDRAULICS - Load sensing, variable flow system - with 43 gpm axial piston pump - 6 micron hydraulic filter - O-ring face seal hydraulic fittings - Caterpillar XT-3 hose - Hydraulic oil cooler - Pilot control shutoff switch - PPPC, Flow -sharing hydraulic valves - Hydraulic suction strainer - ELECTRICAL - 12 volt electrical start - 150 ampere alternator - Horn and Backup Alarm - Hazard flashers/turn signals - Halogen head lights (4) - Halogen rear flood lights (4) - Stop and tail lights - Audible system fault alarm - Key start/stop system - 880 CCA maintenance free battery - Battery disconnect switch - External/internal power receptacles(12v) - Diagnostic ports for engine and machine - Electronic Control Modules - Remote jump start connector - OPERATOR ENVIRONMENT - Lighted gauge group - Interior rearview mirror - Rear fenders - ROPS canopy - 2-inch retractable seat belt - Tilt steering column - Steering knob - Hand and foot throttle - Automatic Engine Speed Control - One Touch Low Idle - Floor mat and Coat Strap - Lockable storage area - Air suspension seat - OTHER STANDARD EQUIPMENT - Hydrostatic power steering - Standard Storage Box - Transport tie -downs - Ground line fill fuel tank with 44 - gallon capacity - Ground line fill diesel exhaust fluid - tank with 5 gallon capacity - Rubber impact strips on radiator guards - Bumper - CD-ROM Parts Manual - Backhoe Safety Manual - Operations and Maintenance Manual - Lockable hood - Tire Valve Stem Protection - Long Life Coolant -30C (-20F) - Padlocks (2 on ST, 3 on IT) Page 1 of 3 240 E1 XHIMiTl EI0651-01 MACHINE SPECIFICATIONS 4301`2 BACKHOE LOADER DCA1 450-8452 **430F2 BHL ST, TIER 4, HRC 337-9696 COUNTERWEIGHT, 1015 LBS 450-8761 ENGINE, 86KW, C4.4 ACERT, T4F 450-8732 STICK, EXTENDABLE, 16FT 398-2681 RIDE CONTROL 450-8683 CAB, DELUXE 450-8715 AIR CONDITIONER, T4 433-4806 **SEAT, DELUXE FABRIC 450-8530 **HYDRAULICS, MP, 6FCN/8BNK, ST 450-8606 **PT, 4WD, STD SHIFT 398-2882 COLD WEATHER PACKAGE, 120V HRC 447-0049 PRODUCT LINK, CELLULAR, PL641 BUCKET -GP, 1.5 CYD CUTTING EDGE, TWO PIECE,WIDE TIRES, 12.5 80/19.5L-24, FS BELT, SEAT, 2" SUSPENSION STABILIZER PADS, FLIP -OVER BUCKET -HD, 24", 6.2 CFT SHIPPING/STORAGE PROTECTION CVP40 COMPACTOR PLATE BRACKET, MOUNTING LINES, CONNECTOR GUARD, STABILIZER PLATE GROUP - BOOM WEAR KIT, HYD, COMBINED, 16FT E-STK H75E S HAMMER TOOL, MOIL H75E S LINES, CONNECTOR COUPLER, PG, HYD, DUAL LOCK PINS, SPARE KIT, HYD COUPLER CP F SERIES TOTAL LIST PRICE $190,980 BUYBOARD MINIMUM 16% DISCOUNT #424-13 Sell Price Ext Warranty Total $123,972.77 Included $123,972.77 Page 2 of 3 241 EXHIMT1 40651-01 WARRANTY Extended Warranty: Accepted by, 36 Month / 3,000 Hour Powertrain + Hydraulics on Signature Thank you for your interest in Holt CAT and Caterpillar products for your business needs. This quotation is valid for 30 days, after which time we reserve the right to re -quote. If there are any questions, please do not hesitate to contact me. Sincerely, Bryan Nichols Machine Sales Representative Holt CAT Bryan. Nichols@holtcat.com 817.308.6612 Page 3 of 3 M, PA EXHIBIT I Investment Proposal (Quote) .JOHN DEERE RDO Equipment Co. 2902 N Central Expy McKinney TX, 75071 Phone: (214) 856-4899 - Fax: Proposal for: CITY OF DENTON - FLEET SERVICES ACCOUNTS PAYABLE 804 TEXAS ST DENTON, TX, 762014299 DENTON (940) 349-8410 Equipment Information Quantity Serial Number TBD TBD 1 TBD Purchase Order Totals Hours 0 0 0 Investment Proposal Date: Pricing Valid Until: Deal Number: Customer Account#: Sales Professional: Phone: Fax: Email: Status / Year / Make / Model Additional Items 10/11/2016 11/10/2016 915285 8410003 Justen Phillips (972) 438-4699 (972) 438-6789 JPhillips@rdoequipment.com New 2016 JOHN DEERE 410L Customer Discount BuyBoard Contract 424-13 Customer Discount Attachment - New 2016 OKADA AMERICA OAC 200 Attachment - New 2016 OKADA AMERICA ORV 1300 Equipment Subtotal: Balance: Tax Rate 3: (TXEG 0%) Sales Tax Total: Sub Total: Cash with Omer: Balance Due: Cash Price $184,692.00 ($49.866.84 ) ($26,000.00) $5,556.67 $12,992.92 $127,374.75 $127,374.75 $0.00 $0.00 $127,374.75 $0.00 $127,374.75 D915285 Page 1 of 2 243 EXHIBIT I Equipment Options ftr Serial Number Year / Make / Model Description 1 TBD 2016 JOHN DEERE 41 OL OABOT 41 OL BACKHOE LOADER 1065 ENGINE FT4 1700 JDLINK ULT W/850/1900MHZ 3YR 2035 CAB 2401 DECAL ENG W/ENG PACKET 3065 AXLE MFWD WILIMITED SLIP 4466 TIRE GAL 21 L24 12.5/80-18 5285 CONTROL. PILOT 5450 COUPLER UNIVERSAL 5656 BUCKET HD 24" 7.5CU FT 6020 DIPPER EXTENDABLE 6220 HYD REAR AUX 1 WAY FLOW 7035 LDR CPLR 1 LEVER NO AUX W/RC 7660 LDR BKT 1.5CY LONG LIP CPLR 8475 COUNTERWEIGHT 1000LB. 8635 BATTERY SINGLE W/JUMP POST 9505I-AFWD FULL [ ;UARD 9919 SUN VISOR 9965 SEAT AIR SUSPENSION CLOTH TBD 2016 OKADA AMERICA OAC 200 OAC 20D OAC 200 PLATE WITH HOSES for JD 41f7L Backhoe PINS JD 41 OL Pins TBD 2016 OKADA AMERICA ORV 1300 ORV 1300 ORV 1300 hammer to fit JD 410L Pins Pins for JD 41 OL D915285 Page 2 of 2 244 EXHIBIT I BuyBoard Quote ASSOCIATED SUPPLY COMPANY, INC. THE FOLLOWING DETAILS SHALL BE PROVIDED WITH ANY BUYBOARD PURCHASE ORDER (FAX PURCHASE ORDER TO 800-211-5454) BuyBoard Vendor: Associated Supply Company, Inc. Prepared By: Carman Fortenberry 3600 US Highway 82 E, Sherman, Tx 75090 Mobile: 940-372-0072 Phone: 903-893-7586 Email: cfortenberrv(@ascoea.com Fax: 903-892-0871 Date Prepared: 10/13/2016 Government Agency: City of Denton Ship To: City of Denton Bill To: Contacts' Name: Charles Rosendahl Phone: 940-349-8729 Email: charles.rose ndahI(a( cityofdenton.com Fax: Product Description: CASE 590SN 4WD T4 Final BuyBoard Contract: 424-13 I. Price List Dated: Base Price: 149,137.00 II: Base Bid Options (Itemized Below) 4WD Pshift S-Type Transmission Included 2 Door Cab w/ Heat and AC $ 11,032.00 Auto Ride Control $ 1,566.00 Radio $ 268.00 Extendahoe $ 7,473.00 Comfort Steer $ 835.00 Heavy Front Counterweight $ 487.00 Cloth Air Suspension Seat $ 850.00 Pilot Controls w/ Power Lift $ 2,746.00 Rotating Beacon $ 273.00 Uni-Direct Backhoe Auxiliary $ 3,147.00 Battery Disconnect/Jump Start $ 177.00 Hydraulic Backhoe Coupler $ 3,191.00 Engine Block Heater $ 202.00 24" Universal Bucket $ 1,445.00 Engine ECO Mode $ 350.00 Filp Over Stabilizer Pads $ 942.00 Auto Protection Shut Down $ 100.00 Hydraulic Loader Coupler $ 6,081.00 Locking DEF/Fuel Cover $ 152.00 SUB -TOTAL: $ 27,078.00 SUB -TOTAL: $ 14,239.00 Options List Price Total: $ 41,317.00 III. SUB -TOTAL OF I & II $ 190,454.00 IV. BuyBoard Discount: 22.00% $ 41,899.88 BUYBOARD CONTRACT PRICE: $ 148,554.12 V: NON -BASE OPTIONS Non -Base Options (%) = 0 Plate Compactor $ 8,085.00 6E Hydraulic Breaker (1,SOOftlb) $ 22,750.00 93" QC Loader Bucket w/ BOCE $ 3,068.00 SUB -TOTAL: $ 33,903.00 SUB -TOTAL: $ - VI: UNPUBLISHED OPTIONS ADDED TO CONTRACT PRICE (SUBTOTAL OF COLT & COL 2) $ 33,903.00 VI I: TOTAL IV + VI $ 182,457.12 Vill: QUANTITY ORDERED UNITS: 1 $ 182,457.12 IX: TRADE-IN OR OTHER CREDIT(S): $47,000 Fall Discount $ 47,000.00 TOTAL: $ 135,457.12 FAX ALL PURCHASE ORDERS TO BUYBOARD AT 800-211-5454 245 EXHIBIT 2 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK FOR THE ACQUISITION OF ONE (1) CATERPILLAR 430F2 BACKHOE FOR THE CITY OF DENTON WATER DISTRIBUTION DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE (FILE 6270-AWARDED TO HOLT CAT IN THE AMOUNT OF $123,972.77). WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the "File Number" referenced herein and on file in the office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NT TMBFR 6270 VENDOR Holt CAT LVANIi ► A $123,972.77 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. 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 Buy Board Cooperative Purchasing Network, 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 Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. 246 EXHIBIT 2 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 File 6270 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 approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of 52015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 247 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1401, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: November 8, 2016 SUBJECT Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the construction of the Denton Waterworks Wave Pool and Concession to be located at 2400 Long Road, Denton Texas; providing for the expenditure of funds therefor; and providing an effective date (RFP 6221-awarded to Schmoldt Construction, Inc. in the not -to -exceed amount of $2,630,310.70). RFP INFORMATION The City of Denton's RFP 6221 is for the construction of a 13,308 square foot wave pool and permanent concession stand as an addition to the City's WaterWorks Park. The wave pool will have a bather load capacity of 880 people. This is the first addition to the WaterWorks Park since its inception in 2003. The concession stand will be an approximately 1425 square foot building which include amenities such as pizza ovens, flyers, walk in freezer/cooler, soda machine, refrigerated chef base, prep tables, Point of Sale equipment, and heating and air conditioning. This will allow staff to prepare made to order" fresh food such as hamburgers, hot dogs, pizza, chicken, salads, fruit smoothies, cold drinks, etc., therefore providing a full concession stand to meet the needs of the patrons. Requests for Proposals were sent to 1185 prospective contractors. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Five (5) proposals were received. The proposals were evaluated based upon published criteria including performance, delivery, acceptance of standard terms and conditions, and price. Based upon this evaluation, Schmoldt Construction, Inc. meets all requirements and is determined to be the best value for the City (Exhibit 1-Ranking Sheet). RECOMMENDATION Award the construction of City of Denton Wave Pool and Concession Stand Project to Schmoldt Construction, Inc. in the amount of $2,630,310.70. PRINCIPAL PLACE OF BUSINESS Schmoldt Construction, Inc. Celina, Texas City of Denton Page 1 of 2 Printed on 7/2/2021 powered by Legistar' 248 File #: ID 16-1401, Version: 1 ESTIMATED SCHEDULE OF PROJECT The construction of the Wave Pool and Concession Stand project is estimated to be completed within 167 working days of issuance of Notice to Proceed. FISCAL INFORMATION This project will be funded from the Parks Capital Fund account #400189470.1365.40100. Requisition # 131467 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.4 Provide and support outstanding leisure, cultural, and educational opportunities EXHIBITS Exhibit 1: Evaluation/Ranking Sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Emerson Vorel at 349-7460. City of Denton Page 2 of 2 Printed on 7/2/2021 powered by Legistar' 249 EXHIBIT 1 RFP 6221 - Construction of the WaterWorks Wave Pool and Concession Stand Due Date: October 4 2016 Ranking 1 2 3 4 s Respondent's Business Name: Schmoldt Construction Gold Medal Pools, LLC Pool A.R.T The Fain Group, Inc. JC Commercial, Inc. Principal Place of Business (City and State) Celina, Texas Frisco, Texas Wylie, Texas Ft. Worth, Tx Lewisville, Tx Total Evaluated Price for Construction Services $ 2,630,310.70 $ 3,340,245.14 $ 3,353,898.50 $ 3,752,731.00 $ 3,846,777.00 Delivery # of Days 167 150 270 180 180 Factor 10 Project Schedule/Delivery 9.0 10.0 7.0 8.0 8.0 20 Compliance with Specs 20.0 20.0 20.0 20.0 20.0 10 Indicators of Probable Performance 10.0 10.0 10.0 10.0 10.0 60 Price 60.0 47.2 47.1 42.1 41.0 100 Total Evaluated Score 99.0 87.2 84.1 80.1 79.0 Evaluation Team Members: Director - Parks Department Acquatic Facility Maint. Supv - Parks Project Engineer, (Advisor Only) Manager, Materials Management 250 EXHIBIT 2 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE CONSTRUCTION OF THE DENTON WATERWORKS WAVE POOL AND CONCESSION TO BE LOCATED AT 2400 LONG ROAD, DENTON TEXAS,; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6221- AWARDED TO SCHMOLDT CONSTRUCTION, INC. IN THE NOT -TO -EXCEED AMOUNT OF $2,630,310.70). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 6221 Schmoldt Construction, Inc. $2,630,310.70 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. 251 EXHIBIT 2 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6221 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY IC • 252 EXHIBIT 3 STATE OF TEXAS § COUNTY OF DENTON § CONTRACT AGREEMENT #6221 BY AND BETWEEN CITY OF DENTON, TEXAS AND SCHMOLDT CONSTRUCTION, INC. THIS CONTRACT is made and entered into this 8"' day of November 2016, by and between SCHMOLDT CONSTRUCTION, I NC. a corporation, whose address is 5797 CR 126, Suite A_ , Celina, Texas 75009, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a Texas Municipal Corporation and Horne -Rule City, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and the subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. WITHNESSETH: That for and in consideration of the payments, covenants and agreements contained herein, and under the conditions expressed in the bonds attached hereto, Contractor agrees with the Owner to commence and complete the performance of the work specified within the agreement, in the amount of $2,630,310.70 and for the mutual benefits to be obtained hereby, the parties agree as follows: - SCOPE OF SERVICES Contractor shall provide construction services in accordance with the City's RFP46221, and the Contractor's proposal in response thereto, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as "Exhibit A — Exhibit I". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Contractor Response to RFP#6221 - Pricing (Exhibit "A") (b) Negotiated Scope of Work and Services and Technical Requirements, Drawings, Graphs, Charts, etc. (Exhibit "B"); (Technical Specifications and Drawings are available at the Office of the Purchasing Manager and at htt ://www.ci ofdenton.com/de artments-services/de artments- - /materials- mana ement- urchasin -distribution-center-/bids-and- ro osals/current-bids- proposals (c) Contractor Payments and Performance Milestones (Exhibit "C"); (d) City of Denton Standard Terms and Conditions and Contractual Requirements (Exhibit «D"); (e) Special Terms and Conditions (Exhibit "E"); (f) Payment and Performance Bonds (Exhibit "F"); (g) Insurance Requirements and Documents from Contractor (Exhibit "G"); (h) Contractor's Business Information (Exhibit "H"); (i) Contractor Response to RFP - Conflict of Interest Questionnaire (Exhibit "I"); 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 this 253 EXHIBIT 3 written Contract, and then to the contract documents in the sequential order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SCHMOLDT CONSTRUCTION By: CAH ORPIZED SIGNATURE TYPED NAME: -Cary Schmoldt TITLE: President 972-382-8499 PHONE NUMBER c schmoldtconstruction.com E-MAIL ADDRESS ATTEST: CITY OF DENTON, TEXAS A Texas Municipal Corporation I: ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY HOWARD MARTIN CITY MANAGER 254 EXHIBIT 3 Exhibit A Contract Pricing_ Details 255 G � N p fO m V 3 3 1 HI in �O A W N T X =r _ C $ u O1 O y 01 o N rr v d M. m' o 0 8 0 _ W a i m y ca crn trn crn U) (nn °° to W a aim 0 0 - + -0 3 R m o g a - n ' a ' 8 ro g x� en cr U1 a CD N -rn �7 elm ro m 6 tb n lD O O O N a iit �n t 3. S1 W N m. 41 W N j O ��„' o_ W a. a 3 W N E. ia r{ (C 4. L .O-. (_� O (D Cj b �. 3 n ai Z p1 L`D 41 1"F N ro w a N o o O p .z ° `n �. O d 0 ap• o o = �} o o EL w 6 D a i5i =� ., ° CD O S7 O 3 ? O f9 y O W G 2 N 7° Oi f2o �. 'O N ca N H �' ro p p o O G O � N o c3 Cl 7 m O N N fL W {gyp C �"� El o � .� 0 d m a (p j CL N a S K ,< Q cu N j fo N N 3 cai N � J.. N 11i � o Q N (nC� R 3 O 9 nM .z 1. K p (Q 7C N a =. 7 ^ N N 7. 6) (D mswo amo2a� m �- � v 0 K n 'w W Q `m v m cn J7p H it c s 1 v� m j fD N. N O Q �' 7 fP OO N ro O pD „� m � O a O m N 0 o C a h 0 10) mn CL�A ° = LiCD v CL 7'oN a m o m o_ no°=O @ �� o a c 8 f5 m c G) G� W CD ,R N y O `� m ti (nG CD _- W W s �a-El= s o T. ^ o m 00 n m Q-(n v a Ci C o S-a N O O N 3 O_ C y N 5 b WT G N n En CDCD N d C a m pp 7 p O En = N y _ O y `2 LD NJ N 0 A U) ('D ii d .� CCL m m 3 pip ID —cr m � °1 O < {7 � C � m a m o ? cl fA H! 69 *� C 0 a 0 y co O CD W Ui = ^: 3 0 ° 41 O o O b o O 0 O o co a pop o 0 o p 0 o 0 o o O o g 0 m LT 4 W y O 00 69 � fA EA EA � j• O g O W cn rn -1 Cn A O O b O W N PJ O O O ED O O O O b D V C4 J Q p Q V O O O 256 m V 0 ccn A W N j O HIBIT O v T U A W D N r cn r (n r U r cn r w r n w: r cn r cn r cn r En r fn r cn r cn r cn r cn D10 o v e W J N fn c co > co,N c c� U CO Go ] r fn U n 6 E [7i o CA c o C m o$ a O C!1 0 $ Sn a 4Q __ (n 7. O ff N a N c 0 (n �+ m a o Cn w-0 y� N (n J J a Q w Ju 0 W— y m m 7 J W q7 n n o n d 0 a m} 0 O P m N �i d .�. N� �_' n N m e n 0 N 0- 3 �0 3 0 � to (7 S W 7' m W n 1 w a m N (0 N J. cp ^ N w w 7' ' ro N tO p p o J o w = 7 N N C O (n a m (l O `r w- [� V pF O (p w a �; j s N o a 5 ro w !p 0 �� d 5 o w S C o- �' w m ip N y O G A m rn R N N w_ Ca w rn f0 d o C. 2 a C 3 y O n `� O ni N9 J a O N_ O m d O O d S Q 41 p cr, m ' N N m �{ W 3. < 7 '-oAi O O y m w m� �,,n d C 1 m om° �, rn v N $ o ' N cry c N m n N O O 3 N O 0 T! c G @ ry�ry pNj N d v a U O q o m 0 0 W �a m 7 7 C( 3 ry o D_ m N w i Na�y T 01 nwi n o w �' m 3 o m o p a 3(4� ro 3 y o o m m m J° N a a v J_ 3 a Cl ' Q 3 3 tJn d ry ry N O m. N O 7n. {' 3 0 W 3 U roM CD N 7 f6 O N� N (p (30 m ro N 0 J 3 a Lo 3, O= 5 0 3 32� fll N 6 0 Q _ S C O m �- Cal J. F N o 61 W 3 ti. c >' 9 C T m O Cj O 3 m 0 c N 3 �--� N m �' ry N 3 m `2 0. od s N 4i 3 ry o N_ j a O 3 fl o^ m c m 3 (m1 CM1 0 J c m m w c3 m. w ' Q Q^ C n° o' a 0 m d ((�11- m. o 7 a x7m -0 N m ' 0 ro 41 y (S_p J �6 N - O c '_ w p > >. " O Q 5, y L� 0 d S `�' d N_ W 0 W N v d G _ c 0 (� m 0 to 0 O ^� 7 C N O m �. j m 4 j n1 Q O C PJ N (G 7 3 a y •m" 0 a ID — T 0 p' p O 3 7 co O fll to » 7 N 2 y .n. = U y W CD 3 a CD N Ns y a 40 O J 0 J N IJ G/ C d m ro ' O 0 0 p= M f0 3 m cl S G) Ci r � S r 0 �_ c m m x m C n C� � G 0 0 o cn (7 Un C cn fn nyn N fn (0 n fn (CD 7 m j', Q Vy c (/y C C J (7 n c m C 7 Q Q 3 (] O c�D — N — m — m O fD 'D @ :3O O G ' L� m j n m 0 fD N T LZ m o Co n T n (D ch [J 3 C7 N CD C7 — ('f D y CO 7 O m 0 69 i EH N 69 U U !2 fJ1 N 69 V EA 69 6q U 69 69 to O O W C0 CD W cn O CD V cn(Ay 4 O O p 05 Oo C9 e6 W d A p co rii Oo o O w CCD O Oo G O CD O cm 00 O m o a o 0 o a o o �o o o 3 00 0 N W ' U s N 6 A WO cn 69 U v9 N fA EA =� N W W O V U In O Oho A mN W f0 O 0A c0 �p O �Wp W co Oa O p CD G CO 0 Op V w O O O O CD (a O 257 £XHlaI" [ - w _ = w � � ! ( Q % § $ (n § �ƒ ƒ I£il\) fJ#i�m C}2L2 M Ro \0 IU-p )} w %E}§* \ƒ»\ 06M \G (ƒ(3oa >w q}�-` �2 E ` \( Eƒ%aJ!_ U.6iƒ}//e k , n»;I#a_ Cr °- ��3#f#a �o �EC,rƒ 7- )§}C &�I/f C, 7 m �/_ £q t( \ ka }�» \ �0 2 cr `\\ �ƒ _ .a ®( § }Q■ m !» \ / / / / cr E S � E / & \ f # > . § C ° \ 0 o # . ƒ m e - - LO tn § j La - § \ § § 2 § 4 E 5 G G a 258 EXHIBIT 3 J CITY IVIhoCT OF DENTON MATERIALS MANAGEMENT DIVISION • 901-B TEXAS STREET • DENTON, TEXAS 76209 940.349.7100 • FAX 940349.7302 October 5, 2016 Schmoldt Construction, Inc. Attn: Cary Schmoldt, Owner 7720 Schmoldt Way Celina, TX 75009 Office: 972-382-8499 carv(aschmoldtconstruction.com Amberkschmoldtconstruetion .com Ref: RFP 6221 - Clarifying Questions Congratulations! Your firm has been selected as a finalist for the potential award of RFP 6221 - Construction of the Wave Pool for the City of Denton. In accordance with the provisions of Texas Local Government Code 2269, the City hereby requests your review of the questions below and clarifications: Line item #10 - What is the amount of the deduction from cost, if the City self -performs, and relocates secondary and electrical distribution? Response:-$9,000.00 2. Line item # 10 - What is the amount of the deduction from cost, if the City self -performs, and cuts down the trees and removes them? Response:-$5,000.00 3. Line item #19 -Can you define the overall cost for the construction of the concession stand? You bid amount was $0. $430,000.00 4. Line item #4A - Alternate bid line item# 4A should refer to Item #20 - Please indicate or clarify the amount of the deduction if the city self -procure the equipment other than the CaptiAire Hood Vent and the walk in freezer/refrigerator. Provided the City elects this option to self -procure the equipment, with the exceptions noted above, this self -purchased equipment would not become subject to the warranty provisions of the bonding.-$39,950.00 5. Line item #23 -the Eco finish Aqua bright pool coating is currently priced at $153.510.00. Also, on line IA, there is a pebbleTec pebble sheen plaster priced at $37,500. For clarification - is the `Dedicated to Quality and Service" www, cityofdenton. coin 259 EXHIBIT 3 I CITY OF DENTON MATERIALS MANAGEMENT DIVISION • 901-B TEXAS STREET * DENTON, TEXAS 76209 940349.7100 * FAX 940349.7302 PebbleTec an additional amount of $37,500? Or is it a deduction of $116,010 if the City elects to only order the PebbleTec? an ADD of $37,500 to install the Pebbletec in lieu of the Aquabright 6. Line item #24 — there was no stated cost to Furnish and install Sod? Can you indicate this pricing, and if the City elects to self -perform, what would be the cost deduction? Response:-$5,900.00 Would you be able to meet with the City of Denton and the City's Owner's Representative on Monday, October 10a', 2016 at 1.00 PM? yes Thank you for your interest in the City of Denton. Best regards, rI . Elton D. Brock, MBA, CTPM, CTCM, C.P.M., CPSM Manager, Materials Management and Purchasing `Dedicated to Quality and Service " w1VW. citvofdent on. corn 260 EXHIBIT 3 THE C.T. BRANNON CORPORATION AQUATIC CONSULTANTS I CIVIL ENGINEERS I AIRPORT CONSULTANTS 13 September 2016 Elton D. Brock, MBA, CTPM, CTCM, C.P.M., CPSM Manager, Materials Management and Purchasing City of Denton 901 B Texas Street Denton, Texas 76209 Re: Wave Pool Proposed Denton Water Works Water Park Dear Mr. Brock, I am the design engineer for the City of Denton on their proposed wave pool to be constructed at Denton Water Works Water Park. As an engineer it is incumbent on me to make decisions relative to equipment to be installed on the basis of function, delivery, installation, ease of maintenance, replacement parts, ability to meet schedules, life expectancy and other criteria. I have been involved in water park design for 38 years now and have used a number of different wave generating systems in my projects. I have no financial involvement with any manufacturer, not even owning their corporate stock! There are several companies that make wave generating equipment including: Aquatic Development Group, Cohoes, N.Y. Whitewater West, Vancouver, B.C. Aquakita, Monterrey, Mexico WangmingGJ, China American Wave Machine, Solana Beach, Calif. Wave Loch, San Diego, Calif. Murphy Wave, Glasgow, Scotland All of these companies provide equipment that make waves of some sort. All of them have proprietary, patented equipment embedded in their wave generating equipment that generally prohibit a side by side comparison of products. And you cannot `break' the package and buy parts from one and the other. The process we selected for wave generation is based on air pressure being applied downward within confined concrete caissons in alternating fashion, pushing water underneath a wall into the pool to create a specific and field changeable set of wave patterns. We selected a wave period of two to three seconds instead of two to three minutes. And we selected a wave amplitude (height) of 36-inches from trough to crest. Those parameters eliminate some of these companies who use 1321 SOUTH BROADWAY WWW.BRANNONCORP.COM 1/'� I.ea..n�ce cc E/rynviwriwa P.13. BOX 7487 TEXAS i1ECaISTEREO ENGINEERING FIRM ( E3R NEIN CORD TYLER, Tip 7571 1 TEXAS RED TRATION #F-242 ......... PHONE (9031 597-2122 REGISTERED IN: AL, AR, CO, FL, GA, LA, MO FAX I9031 597-3346 MS, NE, NM, NV, OK, TN, VA 261 EXHIBIT 3 City of Denton Memorandum on Wave Equipment Page 2 other means of making waves or who only create a surfing wave or standing wave which is not what we want here. Some of these companies use fiberglass or steel ducts between the blower and the caissons. We find these to be unreliable and use a concrete duct instead. Some of the equipment is ill suited for concrete ducts. Further, we require all stainless steel and do not permit galvanized steel or fiberglass in the construction. Wave equipment does require maintenance and replacement of parts. We favor American companies (or Canadian) for that reason. Spare parts are difficult to overnight from say China, Scotland, or Mexico. For this project we selected wave generating equipment by Aquatic Development Group out of Cohoes, N.Y., a long-time member of a very small fraternity of wave pool equipment manufacturers, with over 500 wave pools in place. Aquatic Development Group has a 100% redundant software/firmware package so that programs are not lost in the event of power outage. I know of no other vendor who offers that. Their system will even work in manual mode if the logic board is compromised. No other vendor offers that. Aquatic Development Group electrical controls have built-in phase monitoring for 3-phase power, high temperature cut-off, and motor condensate heaters that are either unavailable from others or special order. Their blowers run constantly at variable speed and do not require starting and stopping which is important in 100 HP plus size motors. Aquatic Development Group uses fewer valves by pairing the caissons and their valve frames are actually mounted into the concrete and not bolted onto its surface. We have had issues in other parks with valves tearing away from the back of the caisson or self-destructing under the vibrations inherent with large blowers and oscillating valves. Each manufacturer has specific requirements for the concrete structures we design including size and number of caissons, opening sizes, embeds, and geometry. Each piece of equipment is customized to the shape, volume, and slope of the wave pool itself. It would be very difficult to provide a set of plans encompassing all manufacturer's requirements in one bid. The same goes for power and control systems. Shall we design for 225 Horsepower or. 300 Horsepower? Do we let the manufacturer specify the horsepower to begin with? And finally, it is difficult to compare bids for this equipment side by side. Some include equipment that others intentionally omit. Some parts are galvanized, some parts are embedded, and even their guarantees vary considerably. 1321 Sour" BROADWAY WWW.ISRANNONCORP.COM �APo•�ricsciviAvwliow P.O. BOX 7487 TEXAS REGISTERED ENGINEERING FIRM , BRANN©N C©RP TYLER, TX 7571 1 TEXAS REGISTRATION #F-242 17Ewoiecenwe&CeHeerae PHONE 1903) 597-2122 REGISTERED IN: AL, AR, CO, FL, GA, LA, MO -7 FAX [9031 597-334F MS, NE, NM, NV, OK, TN, VA 262 EXHIBIT 3 City of Denton Memorandum on Wave Equipment Page 3 Given the nuances of each operating system, it is impossible to create a generic specification that permits two or more bidders to bid apples to apples. This is one of those cases where the low bid is not necessarily the best equipment for the job and we did not want to leave the selection of the primary piece of equipment on this project to the Contractor. It is my opinion as a professional engineer actively engaged in the design of water parks that there is no available equivalent wave package to that of Aquatic Development Group to meet the requirements of the Denton project. Please let me know if you have additional questions. Sincerely, '" a' 4'... 4.-� Calvin T. (Terry) Brannon, P.E. 1321 SOUTH BROADWAY WWW.BRANNONCORP.COM �Aq�ursc; CC iviclYq� �n�ainH P.O. BOX 7487 TEXAS REGISTERED ENGINEERING FIRM 11 NON ©W TYLER, TX 7571 1 TEXAS REGISTRATION #F-242 Ewtl,H[cRns6 corr;ucrmn PHONE (9031 597-2122 REGISTERED IN: AL, AR, CO, FL, GA, LA, MO FAX (903) 597-3346 MS, NE, NM, NV, OK, TN, VA 263 EXHIBIT 3 AQUATIC DEVELOPMENT GROUP PROJECT: City of Denton, TX, Attn. Tom Klimko LOCATION: Waterworks Park, Denton TX PROPOSAL M 16-0913RL-02 DATE: 9.13/16 revised WAVETEK VaraWave SYSTEM PROPOSAL, ," U _0nl We are pleased to submit the following prrpp0$0t'�f, 0iar review and. ar,G WAVEPOOL DATA .- POOL WIDTH: 70 fester n w R A W CMSONS' t,qt ai0 Allax Pool Depth: 6 ft. This WaveTekVaraVygye tgl ipdesigngq !Q pfpc#upe p'3.5 -diamond wave pattern, and includes the following gr,00r3gfhents:k ; • Two w1 AP4tainless s ,'epo daiAhted WaveTek wave generators withliighm .ency matopisA,UfayAalined impellers and integral coA er sates ieaters,m e tt V R �{ R ID N A ffi Y • T�1reek JJy 104L stemle--ss steel-'l*.Va'rawave air directional valves with fast en doors ar aUN ...w aUgty' R *0a .. sw...rodara rxf r ssrrR r- wv.r .s. t646 (3 stajAle6s�eel-Varwewvave valve in -concretes for bolt valve install. der.-ny rra.w. •_ � Two (2) stainleee-steeF pneumatic check valves with safe cage and r - - swsolenoid rwwalvess-.hardware ssarrr ............ wars .rrrrs-s--sa rb Two 0:ste;rvlT;j steel plenum blower embeds a ssce r a.ars-s-s w- . X • Tbrgq jV.jtalnless steel plenum discharge flanges -Ali r i jr l r " •, ; ��C 3pstainless steel elbow to Valve transition assemblies R r • x w w ... r cerium access hatch ,.;; ::1V 20 HP air compressor with desiccant dryer and pressure relief valve. r • r r One (1) UL listed computerized motor control center panel (MCC) with • individual, reduced voltage starters, breakers, high temp cut off, low pressure cut off, audible alarm, solenoid valve connections, life guard start - stop station connections, signal to compressor and NEMA 12 enclosure. • One (1) Start -Stop station. Up to four (4) a -Stop stations. • Audible alarm system. One (1) set pneumatic prep and airline components including oiler, dryer, drip legs and fastening hardware. • Six (6) — 304L stainless steel splash guards and installation hardware. P.O. Box648, 13 Green Mountain Drive, Cohoes, NY 12047 r P: 518.783.0038 I ug4ai+cgraup.com 264 EXHIBIT 3 Waterworks Park, Denton TX Wavepool Dated: September 13, 2016 Proposal #: #: 16-0913RL-02 Page 2 of 6 • Six (6) 304L stainless steel caisson grates and fastening hardware. • All necessary connecting hardware and gaskets and supports. • Spare parts kit with wall mounted cabinet. Minimum of 1 pair of operator ear mufflers are included • On -site start-up and operator training, including travel and expenses — single mobilization to a ready site (water in the wave pool, installed equipment with power.) • Freight and freight insurance included (FOB, customer). TOTAL WGE SYSTEM PRICE: $153,000.00 Excluded: Unloading, installation, electrical installation/interconnect wiring of any kind storage, placement, or rental of equipment required to off load or install equipment. Anything not specifically included herein. Manufacturing 1 Schedule: Approximate manufacturing timeframe 14 — 16 weeks from approval shop drawings. Payment Terms: 20% deposit with order, 20% at approval of shop drawings,50% prior to shipment 10% upon start-u of the wave system, No retainage, Net 30 days Continued next page 265 EXHIBIT 3 Waterworks Park, Denton TX Wavepool Dated: September 13, 2016 Proposal #: #: 16-0913RL-02 Page 3 of 6 Installation Notes: ADG will provide installation details and instruction with the submittal package, however this section is provided to facilitate your pricing of the installation. Highlights: - The WaveTek system has all the equipment the system needs for mechanical installation provided including hardware, gaskets, band clamps etc. - The control panel includes all the motor starting, breakers, phase protection and controls needed to run the blowers, control the timing of the waves, signal the compressor, signal the pool wave alarm, react to high temperature and low pressure situations, and connect to the e-stop locations. While all that is provided, interconnecting electrical, motor disconnects, control wiring, and installation of the equipment, panel, e-stop boxes, etc are by others. - Install Labor- 3 skilled workers — 6-8 days. This excludes electrical. - Concrete work: Each wave blower is set and then anchored by pouring concrete housekeeping pad around the motor frame. For more information on install email sales9baguaticgroup.com or call 518-783-0038 and ask for sales. TERMS AND CONDITIONS OF SALE 266 EXHIBIT 3 Waterworks Park, Denton TX Wavepool Dated: September 13, 2016 Proposal #: #; 16-0913RL-02 Page 4 of 6 The following terms and conditions of sale shall apply to the sale of all products by Hydrotech Systems, Ltd. (a subsidiary of the Aquatic Development Group, Inc., hereafter called Hydrotech), including, but not limited to, equipment manufactured and sold under any of the following trademarks: FlowRider®, WaveTeO, Whitteno, MaxaWave®, and AFWe. These terms and conditions, together with the terms of the Proposal submitted herewith, when signed by you (Purchaser) and returned to us shall constitute the Agreement between the parties as to the matters covered therein. 1. Unless Purchaser is notified otherwise, the terms of Hydrotech's Proposal shall remain open for one hundred twenty (120) days from the date of the quotation and are subject to repricing thereafter. if the Purchaser delays performance by Hydrotech or if circumstances beyond the control of either party delay performance for an unreasonable time, the contract price shall be subject to increase due to increased product costs incurred by Hydrotech. Whether any such delay is unreasonable shall be determined based upon the party's expectations as to the completion date. In the event Hydrotech must store materials, partially fabricated or completed equipment in its manufacturing plant as a result of Purchaser delaying the manufacture/delivery schedule for the equipment for more than Thirty (30) days, a storage charge of fifty dollars ($50.00) per day shall be added to the purchase price. 2. Purchaser agrees to pay any and all applicable state and/or local sales and/or use taxes if applicable. 3. Custom fabricated items require that Purchaser pay a deposit in accordance with the payment terms of the Proposal and approve Hydrotech's shop drawings. The owner, architect or contractor shall return approved shop drawings to Hydrotech prior to fabrication. Under no circumstances shall Hydrotech be obligated to commence fabrication prior to receipt of both the deposit and approved shop drawings. In the event that any changes are made to previously approved shop drawings and such changes result in a price increase, Hydrotech shall not be obligated to continue fabrication until it has received payment of the full amount of the price increase. 4. Purchaser hereby grants to Hydrotech a security interest in the equipment to secure payment of the purchase price. Purchaser hereby authorizes Hydrotech to file financing statements, with or without Purchaser's signature, from time to time as Hydrotech may deem necessary or desirable. Purchaser hereby appoints Hydrotech as its attorney in fact to execute and deliver notices of lien, financing statements and any other documents necessary to perfect the security interest hereby granted and also agrees to pay all costs associated therewith. 5. Purchase price, payment and freight terms shall be as stated in the Proposal. Amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month from the due date until payment is received. Purchaser shall be responsible for unloading all equipment, for all costs of unloading and for all demurrage. 6. Upon failure by Purchaser to pay any installment when due in accordance with the payment terms of the Proposal or if the credit of the Purchaser shall at any time, in the judgment of Hydrotech, become impaired, Hydrotech, at its option, may require payment in advance on all future installments and/or cease work until payment is made. In the event of a default in payment following installation, Hydrotech may enter upon the premises of the Purchaser and reclaim the Equipment and resell all or any part of it for credit to the balance owed by Purchaser. 7. Hydrotech shall not be responsible for any loss or damage to Purchaser caused by delay or failure to perform hereunder when such delay or failure is due to fires, strikes, weather conditions, acts of God, acts or failure to act by Purchaser or other parties to the project in connection with the equipment is being purchased, inability to secure or delay in receipt of materials from usual sources or other causes beyond its control. Hydrotech's sole and exclusive liability to Purchaser for any matter arising out of or relating to the equipment shall be general money damages in the aggregate not in excess of the lesser of Purchaser's actual direct damages or the amount actually paid by Purchaser to Hydrotech for the equipment. In no event shall Hydrotech be liable to Purchaser for consequential or incidental damages of any kind or amount. S. Purchaser agrees to pay any and all attorney fees and court costs should attorneys be employed or court proceedings initiated to collect any monies due under this Agreement. 9. Risk of loss or damage to the equipment shall pass to Purchaser upon shipment of the equipment from Hydrotech's plant. Purchaser shall be responsible for providing a safe place to store the equipment from the time of delivery to the job site. If installed by Purchaser, Purchaser shall install the equipment in accordance with shop drawings provided by 267 EXHIBIT 3 Waterworks Park, Denton TX Wavepool Dated: September 13, 2016 Proposal #: #: 16-0913RL-02 Page 5 of 6 Hydrotech. If the equipment is installed by Hydrotech, Hydrotech shall notify Purchaser in writing when installation is complete. Immediately upon receipt of such notification, Purchaser shall visually inspect the equipment for defects and notify Hydrotech in writing of any visible blemishes, mars, dents, or other defects. Purchaser's failure to notify Hydrotech of any defects in the equipment in writing within five (5) days of receipt of notice of completion shall constitute acceptance of the equipment as installed. Purchaser shall be responsible for protecting the equipment from damage by other vendors, subcontractors, weather or other factors including, but not limited to, damage from dropped construction materials or equipment, acid washing of decking and tile face or other causes beyond Hydrotech's control. Hydrotech shall not be held responsible for any such damage nor shall the occurrence of any such damage serve to delay payments to Hydrotech in accordance with the terms of the Proposal. Any additional work performed by Hydrotech to repair such damage shall be at an additional charge to Purchaser to be negotiated. 10. If the equipment is installed by Hydrotech, upon completion of start-up and training in proper operation and maintenance of the equipment, Purchaser will provide (or if Purchaser is not the owner of the equipment cooperate with Hydrotech in getting the owner to provide) a signed acknowledgment of same. 11, Except as otherwise expressly provided in Hydrotech's warranty to be delivered upon acceptance of the equipment, Hydrotech warrants that the equipment shall be free from defects in material and workmanship for one (1) year from the date of installation of the equipment (if installed by Hydrotech) or the date of delivery (if not installed by Hydrotech), subject to the following conditions: A. Hydrotech's liability shall be limited to either repair or replacement, at Hydrotech's option, within a reasonable time after receipt of written notice of alleged detect; and is expressly conditioned upon the receipt of such notice within the warranty period, and shall in no event include any resulting or consequential damages. B. Hydrotech shall not be liable for any damage to the equipment resulting from failure to follow proper procedures for installation, operation or maintenance of the equipment or for any damages to the equipment caused by persons that are not direct employees of Hydrotech. C. In no event shall this warranty be honored until payment in full has been received in accordance with the payment terms of the Proposal. D. In the event of any inconsistency between the foregoing terms and conditions and the terms of the warranty delivered upon acceptance of the equipment, the terms of the warranty shall govern. 12. If the equipment is a WaveTek® wave generating system for a wave pool or a FlowRider®, Purchaser acknowledges that Purchaser understands the risks associated with use of such equipment. Persons using the wave pool or the FlowRider® will be moved — sometimes against their will and in ways they cannot control. Such involuntary movement creates the risk of injury. Persons using the wave pool or FlowRiderm can suffer a variety of injuries, from minor to serious. It is the responsibility of the owner and operator of the wave pool to advise persons using the wave pool of these risks and also to take appropriate steps to minimize the risks. Accordingly, Purchaser hereby agrees to defend, indemnify and hold harmless Hydrotech, its officers and employees from all suits, demands or claims, and all damages, losses, liabilities, expenses, settlements (whether voluntary or otherwise) and judgments incurred in connection therewith, including attorneys' fees and court costs, for damages for bodily injury or death, resulting from or arising out of the operation or maintenance of the wave pool or the FlowRider® by owner or any of owner's employees or a�ents, or from failure to disclose any risk to persons or property associated with the use of the wave pool or the FlowRider to the extent allowed by existing laws. If Purchaser will not be the owner of the wave pool or the FlowRider® Purchaser will cooperate with Hydrotech to obtain such indemnity from the owner. 13. The Proposal and these Terms and Conditions of Sale constitute the entire agreement between the parties. There are no understandings, representations or warranties of any kind not expressly set forth herein. No modifications hereof shall be effective unless in writing and signed by an authorized representative of the party claiming to be bound thereby. If our Proposal and the foregoing terms and conditions of sale meet with your approval, please sign below and return one copy to Hydrotech. A photocopy, facsimile or electronic copy shall have the same effect for all purposes as an original signed copy. Accepted by Seller By: Title: Business Development Manager;_ Accepted by Purchaser Title: 268 EXHIBIT 3 Waterworks Park, Denton TX Wavepool Dated: September 13, 2016 Proposal #: #: 16-0913RL-02 Pacie 6 of 6 Date: 9/13/16 Date: 269 EXHIBIT 3 ........... n ti n o m p. L a nm .= ' -ul ti . i 3 a ............................. 155 1;aamSZF c�c1-Z i5 ij55 ii; 1 e i 5 E -RA x rea �na a.a s a nc c 8S rc€ oati`s �g� �a¢�MB 32 i3 g3�wu�u ware aF ao�m� v,u im3in � m�w3in3 3�L 4 t 270 EXHIBIT 3 f_ify of Denton RFP FOR WATERWORKS PARK WAVE POOL. AND CONCESSIM ATTACHMENT B-SUBMISSION EX(:7EVVIONS Any exceptions taken to this solicitation (including terms and eondifions in Exhibit 2, the General Provisions and Terins and Conditions) must be itemized on the lines below. Additiorsal pages may be added as needed. If there are no exceptions, plet„e sign where indicated at the bottom of the page. Item # Description 1 Mechanical room complete including handsink and wash station 2 _ Alt. 4 is unclear- it refers to removing item I I which the deduct is replected on bid form. The above exceptions (and any additional pages identified) are the ONLY exceptions to the specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I undcrstand that the City may not accept additional exceptions produced after final submission of this proposal. V^o1A - m+rucota!% Iwc. loltl{i 5ignatureCAw4 r, f ai►ww Company Date No Exceptions are taken to this solicitation or the General Provisions and 'Ferns and Conditions in Exhibit 2. Signature Company RFP 6221-C Main Document Date Page 15 of 23 271 EXHIBIT 3 ADDENDUM #1 Addendum #1 to be returned with Proposal The following are a supplemental to the specifications: 1. Updated RFP 6221 / Exhibit 1 Pricing Sheet 2. WaveTek Proposal for Equipment — contractor will be required to place order within 14 days of Issuance of Contract. All documents can be obtained by accessing the City of Denton's Materials Management website at: http://www.cityofdenton.com/departments- services/de artments- - lmaterials-mans ement- urchasin -distribution- center-/bids-and- ro osais NO OTHER CHANGES AT THIS TIME. This form should be signed and returned with your proposal. Name: Ca Signature: ~--�- Company: Schmoldt Construction, Inc, Title: President Date: 10/4/16 272 EXHIBIT 3 Exhibit B Required Scope of Work and Services Technical Requirements, Drawings, Graphs, Charts etc. 273 EXHIBIT 3 Scope of Work The intent of this RFP is to obtain complete construction of the Denton Area Joint Training Facility that will serve as joint training facility for governmental entities. The work for which proposals are being solicited is described in detail in the Technical Specification contained in Exhibit 2, and the Drawings in Exhibit 3 of this RFP. The proposal submission shall accurately describe the Proposer's understanding of the objectives and scope of the requested construction and provide an outline of the process to complete the requirements of the project. Special Notice and Additional Requirement(s): 1. Additional safety precautions shall be instituted by the awarded contractor, as the work environment will be in an area where citizens and employees may be present, and work safety must be coordinated with the owner. 2. The Contractor shall be responsible for all spoil removals, and any excess soil that will require removal. 274 EXHIBIT 3 ry aannon� n g9 �y0000r cccc< ZZZZQ �N pznnnnM O N� mm'Pr� ;m vv[i�ti�mii O >0 mmmmmmm Z y'•C m� MMMMz O z z O ! n n mOm p O{<? Z N co I _ g5 4 3Z Toax$QS j Oc �m RRmmm� m 0 �v y o � m r n y D�o . � oo m m_ m Q o U} o8= J8O V �y 03 z y W Tr z O wz z W $� 0 m o 015 0 M 5 Z r y rn z Z M 7 w y L m C m 'o cn r y �r _ z a 1CD n + Zcn i 275 EXHIBIT 3 R � s p c,os I €lMgi ao. FAA �g ' a MR � 4 V $ c 3 �"� � ��3yy � $$ spa a",'m ij �ij 'Q$`� uA:A J` gF 9 3 s F• Si g iKK 33 4 F ® K R om. ° y m$S a ql , � g qq$b`� m�i: MgINI% �; sfa7go iqm�,w fag 'a $4i€ i i � �� x �€ K�; zseP�Q� # 6 s ? 3ei IF m "p F gig $ zs`s4 �a�� , Q IR $ a y �ia = p"sRt t## �g•m Q �� �a.s a$ _ F $ $ a _ ig �3 E a� ���� W a $ iF vI z € y fi$ 4$ � F �$�s � � 41; 1ffi H$�° �¢ s ad q P x a $ a g D Q .� � o= � s § a it a A� 3€ y $a RP a i G E I i Q P d , i ��. aa3 �, Iro a e m ig m Usl g F��a111P�� r� Aa gar #�F 1a9' I 1 �z as Mg. $ae a ��a 5 � l Q any � I F i x �FF F�ms F�3 ir�d� € �maa ; a4aa i y��� �y;ngaol" y a gym �RQ �S 3 3 b FF it Jig igF � � e �qi op A-4 11 9 m{ F x ergW! ;m 039 Ea� n� 1$ 8 4 � �9 M ?i 8,`N �m gg Era�S Y m�JxjP�� :a$ �i�i �R_ '3,7'3R.�'�F [ c s ni 4 R #mpg 110, � g 8 55 g 0a: 3 �F`d I3aaa'#}}i¢¢ IF" F•;R� F. �z ioe�➢ �i � $m � ��®b9�3F ��Q#_�o o��-�b�y�3€��y qqm €j�l��u8�3 �$A i� ,q Hai g€U =aE mH g a gala` $= �a s$s� gig I'goa$ gP I 1 $$� 1� e„ a,Q 4 F "�� a Y$ m F€19 F & qs, $ a°: a eag:•gg aak�i s� g��xieag��.o4� WAVE POOL & CONCESSION BUILDING_ _ �- �� s Q w CITY OF DENTON p _ � 2409L0 F AO B NON CORP g DENTON, TEXAS 76206 AWUAn UUNSULTAr _ GENERAL NOTES ; 276 277 278 279 280 281 282 283 284 285 286 287 m 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 EXHIBIT 3 Technical Specifications CITY OF DENTON, TEXAS, Owner WAVE POOL WATERWORKS WATER PARK August, 2016 TBC# 01.15116.00 The C. T. Brannon Corporation Consulting Engineers and Urban Planners Texas Firm Registration No. F-242 P O Box 7487 Tyler Texas 75711 Calvin Brannon Aug 25 2016 3:52 PM r ,r �. �1 314 EXHIBIT 3 CITY OF DENTON, TEXAS WAVE POOL AT WATERWORKS WATER PARK TECHNICAL SPECIFICATIONS TABLE OF CONTENTS DIVISION 00 — PROCUREMENT AND CONTRACTING 0031 32 Geotechnical Data DIVISION 01 - GENERAL REQUIREMENTS 01 4323 Installer Qualifications — Pools 01 5000 Temporary Facilities and Controls 01 5723 Temporary Storm Water Pollution Control DIVISION 02 — EXISTING CONDITIONS 0241 13.50 Site Preparation, Clearing, Grubbing and Demolition DIVISION 03 — CONCRETE 031513 Waterstops 03 20 00 Metal Reinforcing 03 30 53 Cast In Place Concrete 03 37 19 Pneumatically Applied Concrete for Swimming Pools (Shotcrete) 03 50 00 Swimming Pool Decks 03 62 13 Non -Shrink Grout DIVISION 04 — MASONRY 04 20 00 Unit Masonry and Manufactured Stone DIVISION 06-CARPENTRY AND WOOD WORK 06 10 00 Rough Carpentry DIVISION 07 — THERMAL AND MOISTURE PROTECTION 07 16 14 Acrylic Modified (Flexible) Cementitious waterproofing 0721 00 Batt Insulation 07 41 00 Pre -Formed Metal Standing Seam Roof DIVISION 08 — DOORS AND WINDOWS 0811 13 Hollow Metal Doors and Frames 08 56 59 Service Window Units DIVISION 09 — FINISHES 09 25 13 Pool Plaster (Exposed Aggregate Finish) 0991 00 Painting DIVISION 13 — SPECIAL CONSTRUCTION 1311 00 Swimming Pools 13 11 46 Swimming Pool Piping and Equipment 13 14 16 Wave Generation Equipment DIVISION 22 — PLUMBING 2251 19 Water Treatment 315 EXHIBIT 3 DIVISION 26 — ELECTRICAL 26 00 00 Electrical 26 05 26 Grounding and Bonding Pool DIVISION 31 — EARTHWORK 31 0000 Earthwork 313116.13 Chemical Treatment for Termite Control 3231 13 Chain Link Fences and Gates 32 32 23.13 Segmental Concrete knit Masonry Retaining Wall System 32 92 23 Sodding 3311 16 Water Main Pipe and Fittings 316 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 00 31 32 GEOTECHNICAL DATA PART 1 — GENERAL 1.1 Scope: An investigation and report was made of the original site subsurface conditions at the project site by a geotechnical testing laboratory prior to the construction of the initial water park. A copy of the soil borings under the existing pool mechanical room are attached. These borings are prior to the introduction of 6 to 10 feet of select fill. Additional investigations have NOT been conducted on the site. Every attempt should be made by the Contractor to acquaint himself with the site conditions. The report is not a warranty of subsurface conditions nor does it relieve the Contractor of his responsibilities in regard to these conditions. The bidder may make arrangements with the City of Denton for underground exploration if he so desires prior to submitting his bid. Coordinate with Tom Klimko, 940-293-3911. Contractor shall report any conditions determined by him to be substantially different than those shown on the report and shall delay the work a reasonable time to allow the Engineer to investigate such occurrences. The contractor, by continuing to work, deems the subsurface conditions substantially in agreement with the report and waives any claim for additional compensation due to varied soil conditions. 1.2 Work Covered Under Other Sections: Protect previous work of any subcontractor, existing trees, sidewalks, curbs, pavement, buildings, and utilities on or adjacent to the site not included herein for removal or adjustment. Refer to Section 310000 for earthwork. PART 2 — PRODUCTS 2.1 Not Applicable PART 3 - EXECUTION 3.0 GENERAL: Refer to Plans and specifications for sub -surface structures and designs. The geotechnical report is provided for the contractor's use only. Proposed designs generated by the geotechnical report are not necessarily the designs used in the project. Work shall be installed as shown on the plans. 3.1 MEASUREMENT AND PAYMENT: Preliminary excavations prior to bidding are at the bidder's sole discretion and expense. Review of the provided geotechnical report for aquatic facilities is considered subsidiary to other bid items included in the forms of proposal. No separate measurement or payment will be made for this work. TBC# 01.15116.00 2016-08-01 END OF SECTION 00 31 32 [8I1I9i[0RAZI 317 EXHIBIT 3 LOG OF BORING PROJECT: Aquatic Center BORING NO: 8M CLIENT : Denton 1. S. D. LOCATION : Denton, Texas JOB NO: 02.012 BORING TYPE : Continuous Flight Auger DATE: 2115/02 DRILLER: Coronado GROUND ELEVATION: Legend: B - Bag m Q ® � C 5 • Shelby Tube C - Care o E Q P - STD Penetration Test X - No Recovery Em ®m T - TH0 Cone Penetration Test i% - Water Table rl3 E c ca (D v O cn acu Description of Stratum 325 Brown silty clay, very stiff and moist 2.0' S 4.5+ Tan and grey shaiey clay, hard and moist 5 S 4.5+ 10 S 4.5+ 10.5' = Tan weathered marl, soil and moist t5 = ST 4.5+ 50I1.00" 14.5' Grey marl, medium hard and moist 20 TX 5010.75" 25 TX End of Boring 25' 3 35 40 02.Ct 2 32 318 EXHIBIT 3 LOG OF BORING PROJECT: Aquatic Center BORING NO: 9M CLIENT: Denton 1. S_ D. LOCATION : Denton, Texas JOB NO: 02.012 BORING TYPE : Continuous Flight Auger DATE : 2/15/02 DRILLER: Coronado GROUND ELEVATION: NZ t� _ O C Ica to M t ai Legend: a -sag S - Shelby Tube C -Core P - STD Penetration Test X - No Recovery T - THD Cone Penetration Test ¢ - Water Table Description of Stratum S S -- S -- --- TX TX TX 3,75 3.00 4.5+ 4,5+ 50l1,Qo" 5010.75- sola,2sw Brown silty clay, very stiff and moist 2.0' Tan and grey clay, very stiff and moist 4.©' 5 Tan and grey shaley clay, hard and moist 10 Tan and grey marl, medium hard and moist 13.5' 15 Grey marl, medium hard and dry End of Boring 25' 20 25 30 35 40 02-C)1 2 33 319 EXHIBIT 3 LOG OF BORING PROJECT: Aquatic Center BORING NO: I I P CLIENT: Denton I. S. D. LOCATION : Denton, Texas JOB NO: 02.012 BORING TYPE : Continuous Plight Auger DATE: 2t14/02 DRILLER: Lawrence GROUND ELEVATION: y . Legend: S -Sag (n �, a S - Shelby Tube C -Core _ vc P -STD Penetration Test X - No Recovery a +- _c � op T - THU Cone Penetration Test V - Water Table CL 0E 0 a a in Description of Stratum S 3.25 Clark grey silty clay, stiff and moist 2.5, 5FAS 4.5+ Tan and grey silty clay. hard and hoist B.©' - - Tan weathered marl, soft and dry 8.0' 10 ST 4,5> 34I72.00" Tan and grey shaley clay, hard and moist 's TX sora.0o` 24 S d.5* End of Boring 20' 25 30 35 40 02,012 35 320 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 01 43 23 INSTALLER QUALIFICATIONS SWIMMING POOL CONTRACTORS & SUBCONTRACTORS PART 1 - GENERAL 1.1 This section shall govern the pre -qualification of swimming pool contractors or subcontractors and the procedures and requirements for such pre -qualification. No prime contractor shall, in his proposal for the contract being bid, consider the bid of, or name, or otherwise award any pool subcontract for the construction of swimming pools, aquatic features or similar work to a corporation, partnership, sole proprietorship not previously approved under this section. The aquatic consultant will issue a certification letter which shall be attached to the pool contra ctorlsubcontractor's bid. Any swimming pool construction firm desiring to be pre -qualified under the terms herein must submit by mail, electronic mail, express delivery or fax, the application form included at the end of this section to: Terry Brannon, PE The C. T. Brannon Corporation P.O. Box 7487 Tyler, TX 75711 (physical: 1321 S. Broadway, Tyler, TX 75701) Fax: 903-597-3346 The proposing firm shall be responsible for verifying receipt of the application by the aquatic consultant. Failure of the aquatic consultant to receive a transmitted form will not be just cause for default approval or for any claim against the aquatic consultant. TO BE CONSIDERED, FORMS OF APPLICATION MUST BE IN THE OFFICE OF THE ABOVE AQUATIC CONSULTANT NOT LESS THAN 72 HOURS BEFORE THE OFFICIAL AND ADVERTISED CLOSING OF THE RECEIPT OF BIDS TO THE OWNER. FORMS RECEIVED AFTER THAT DATE, WILL NOT BE ACCEPTED OR ACTED UPON FOR THIS PROJECT. FIRMS APPROVED FOR THIS PROJECT DO NOT HAVE TO RE -APPLY FOR PRE -QUALIFICATION FOR SUBSEQUENT PROJECTS IF THEY HAVE BID A PROJECT WITH THE AQUATIC CONSULTANT WITHIN THE PRECEDING 12 MONTHS. 12 Definitions A. Swimming Pool Contractor (SPC): Swimming pool contractors are contractors acting under a general contract directly between the pool contractor and the owner to build a swimming pool, water park, aquatic features or similar work. A swimming pool contractor for the purposes of this definition has primary responsibility directly to the owner and is not subject to any other contract for construction of other improvements. B. Swimming Pool Subcontractor (SPS): Swimming pool subcontractors act to complete their work under a general contract between a prime contractor and an owner, which prime contract is for work that includes other work in addition to the construction of swimming pools or water play areas_ They are not primarily responsible for completion of the whole contract but rather only a portion of the work involving swimming pool, water park, aquatic features or similar work. Their responsibility is to the prime contractor who shall directly oversee their performance and who shall coordinate with other subcontractors. TBC# 01.15116.00 2016-08-01 01 43 23 - 1 321 EXHIBIT 3 INSTALLER QUALIFICATIONS SWIMMING POOL CONTRACTORS & SUBCONTRACTORS 1.3 Quality Assurance A prime contractor may not, unless himself qualified hereunder, propose to subcontract the various elements of pool facility construction thereby acting in effect as his own pool subcontractor. For purposes of this section, a single contracting or subcontracting entity or person considered the pool contractor or subcontractor (and therefore subject to the provisions herein) shall perform the following work or subcontract to another to perform under the direction of the pool contractor/subcontractor. A. Excavation of the pool shell B. Installation of pool drain lines, supply lines, or feature supply lines or related pool plumbing. C. Installation of pool reinforcing steel D. Installation of concrete for pool shells, copings or decks. E. Installation of pool shell liners, plaster, or paint F. Furnishing and installing of pool equipment including gutters, skimmers, drain fittings, filters, pumps, valves, chemical or heating systems, or play features. 1.4 Experience The pool contractor/subcontractor shall be experienced in the construction of aquatic features and facilities and shall have completed a minimum of three other facilities similar to the project herein under proposal. Similar shall mean in size, dollar value, and features installed in gaining the experience. To be credited, experience shall be gained while performing a contract under the name of the entity herein proposing and/or related experience gained in the employ of another contractor. To be credited, experience gained in the employment of another must be as superintendent, project manager or other position of responsible charge where the final project completion rested significantly on the individual claiming experience. Documentation and references must be submitted to substantiate this claim. 1.5 Bonding A pool subcontractor shall be required under the terms of his subcontract with the general contractor to provide surety bonds for Performance, Labor and Materials, and Maintenance in the amount of 100 per cent of the subcontract amount, and such bonds shall name the general contractor as obligee of the bonds in the event of default by the pool subcontractor. Bond surety companies shall A. be listed on U.S. Treasury Circular 570, most recent release, B. be A rated (A- or higher) by Best C. be licensed to issue bonds in the state in which project is located D. total of obligations shall not exceed the treasury limit imposed on the company as listed in Circular 570. Evidence of compliance with this section must be provided before any partial payment is made for pool construction items. 1.6 Insurance A pool subcontractor shall be required under the terms of his subcontract with the general contractor to provide, in his own name, commercial liability insurance, workmen's compensation, and other insurance of the same classes to minimal limits as follows: Commercial General Liability: $2,000,000 combined single limit bodily injurylprop damage TBC# 01.15116.00 2016-08-01 01 43 23 - 2 322 EXHIBIT 3 INSTALLER QUALIFICATIONS SWIMMING POOL CONTRACTORS & SUBCONTRACTORS Automobile Commercial Liability: $500,000/$500,000 Bodily Injury$100,000/$100,000 property damage Workmen's Compensation: Statutory Employers Liability: $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Evidence of compliance with this section in the form of a copy of the subcontractors agreement and an insurance certificate must be provided before any partial payment is made for pool construction items. The Owner shall be listed on the certificate as an additional insured and must be notified 30 days prior to any cancellation of any policy listed on the certificate. 1.7 Financial strength The pool contractor/subcontractors attention is directed to the fact that the pool contractor/subcontractor will be required to pay all expenses incident to the deposit, fabrication, shipping, delivery and unloading of pool filtration or chemical equipment, pumps, or special fountain and play equipment, if any, for this project without an advance of funds from the Owner. No partial payments will be considered for such equipment until it is delivered to the project site AND evidence is provided as to the amount of the PAID invoice from all manufacturer/suppliers. 1.8 Evaluation of Qualifications The pool consultant, in qualifying bidders, may consider all information in the application or from any other reliable source; client history whether listed or not listed in the application; contractor's history of satisfactory and on time completion of projects; contractor's past record with pool consultant or other design professionals; current work load; current litigation to which the applicant is party; capacity to bond and insure the project. 1.9 Rejection of Application The application of any prospective contractor/subcontractor may be rejected in the sole opinion of the pool consultant and the contractor/subcontractor shall have no recourse against the consultant for failing to pre -qualify the applicant. In submitting an application, prospective contractor/subcontractors agree that the decision of the pool consultant is final. However, additional information may be supplied in writing should the applicant feel the information will be pertinent to any appeal of the consultant's decision. 1.10 Conditional Approval The pool consultant reserves all rights and privileges to approve or disapprove an application or to limit approval of a prospective contractor/subcontractor to a specific job or range of project sizes or scope. PART 2 — EXECUTION 2.1 Form of "APPLICATION FOR PRE -QUALIFICATION OF POOL CONTRACTORSISUBCONTRACTORS" follows. Contractor to Submit per Part 1 Instructions. PART 3 — POST CONSTRUCTION 3.1 Qualified bidders will be kept on file at The C.T. Brannon Office. An electronic copy of the existing qualified bidders list will be submitted per request in pdf format. TBC# 01.15116.00 2016-08-01 END OF SECTION 09 30 00 014323-3 323 EXHIBIT 3 INSTALLER QUALIFICATIONS - POOLS APPLICATION FOR PRE -QUALIFICATION OF POOL CONTRACTORS/SUBCONTRACTORS Date: Legal Name of Pool Contractor/Subcontractor: Address: Telephone No.: E-mail address: Fax. No_: Federal Taxpayer Identification No. (EIN): Bonding Company and Name and Address of Resident Surety: Bond Company Best Rating (must be A- or better): Contractor's Bonding Capacity (single project limit): Contractor's Bonding Capacity (aggregate): Name and address of Commercial General Liability Insurance Company: No. Years in Business Under This Name?: Type of Business (corporation, partnership, etc.) If in business under this name less than 5 years, previous company name: List Officers (if corporation), Partners (if partnership) or Owners of the company: Have you ever defaulted within the last ten (10) years on a construction contract? If yes, please give details and final disposition of contract. TBC# 2014-07-31 01 43 23 - 4 324 EXHIBIT 3 INSTALLER QUALIFICATIONS - POOLS Pool Construction Experience: (To be qualified for various types and sizes of jobs, list variety of examples ade u tely expressin2 your ex erience.) Attach additional sheets as needed_ Project Name and Description Owner and Owners Address Architect/Engineer/Pool Consultant Name & address Approximate $ value to nearest $50K Year Completed List your last five (5) pool projects in excess of $100,000 construction costs: Project Name and Description Owner and Owners Address Architect/Engineer/Pool Consultant Name & address Approximate $ value to nearest $50K Year Completed In signing this form I acknowledge that the foregoing is a truthful representation of the qualifications of my company. Authorized Signature: TBC# 2014-07-31 Typed or Printed Name: Date: 01 43 23 - 5 325 EXHIBIT 3 TEMPORARY FACILITIES AND CONTROLS SECTION 01 50 00 TEMPORARY FACILITIES AND CONTROLS PART 1- GENERAL 1.1 SUMMARY A. Provide temporary facilities and controls as required to accomplish the work in a safe and orderly manner. Except as specified herein, use materials and products of Contractor's option suitable for accomplishment of intended purpose. PART 2 - EXECUTION 2.1 TEMPORARY ENCLOSURES A. Weather tight enclosures required for all exterior openings as walls and roofs are built. At end of each day's work, enclosures securely closed and exterior doors padlocked for protection against all conditions of weather, such as heat, cold, rain, rapid drying out, etc. 2.2 SANITARY FACILITIES A. Provide approved chemical toilets throughout the period of the construction. Keep toilets serviced to prevent undue stench and to assure cleanliness. B. Owner's indoor restroom facilities will not be available to the Contractor's personnel. 2.3 HEAT A. For indoor construction, provide temporary heat as required to properly protect the work and enhance workmanship. Uniform temperatures, not lower than 60 degrees F shall be maintained at all times, including Saturdays, Sundays, and holidays, in that portion of any building where drywall work, resilient flooring work, and painting is being executed. All temporary heat required shall be provided by the contractor at his expense. When permanent heating system can be operated under temporary heat requirements, all costs of operation, including fuel shall be furnished by the Owner, however the costs for repairing any damage that may be caused to the permanent heating system shall be borne by the Contractor. Propane and butane heating appliances will be approved if adequate protection is provided. No oil -burning equipment will be permitted. Use caution not to place temporary space heaters where they may cause overly rapid drying or other hazards to adjacent materials. As soon as possible, the Contractor shall initiate use of the building heating system. 2.4 WATER A. Water is available at the site. Make arrangements with Aquatic Manager to procure water for construction and for drinking. The drinking water shall be clean and from a source approved by local health officer, dispensed either from a bubbler with guarded orifice or from push button dispenser. Use of common drinking cups, dippers, canteens or dipping of water from containers is prohibited. 2.5 POWER A. The Contractor shall make all necessary applications, pay all fees and charges to obtain necessary permits, and provide and maintain electrical energy for power and light necessary to construction. The Owner will pay all deposits of fees for permanent service. 00*1 EXHIBIT 3 TEMPORARY FACILITIES AND CONTROLS Where building distribution system is utilized, the Contractor shall correct or replace any damaged work_ 2.6 LIGHTING A. Provide adequate flood -lighting for all areas of work during darkness or in areas without daylight. Provide lighting sufficient to assure safety of workmen and good workmanship. During finishing operations, spaces shall be uniformly lit to a light level not less than 20 foot candles, or more, if required, to assure good workmanship. 2.7 JOB -SITE OFFICE A. A job -site office is not required for this project. If desired by the General Contractor it shall be his expense provide an office. 2.8 BULLETIN BOARD A. The General Contractor shall Install and maintain a bulletin board at a readily accessible location on the construction site for display of the following items: 1. Safety Requirements 2. Official Notices or Announcements B. Other items as appropriate to include rules or regulations mandated by City, State, or Federal Law. C. All items shall be removed at completion of job. 2.9 DRAINAGE A. Keep water accumulations out of excavations where possible. Maintain pumping facilities to keep the item, excavation and structures free of accumulations of water at all times; whether from underground seepage, rainfall, drainage or broken lines. 2.10 GRADES, LINES, LEVELS, AND SURVEYS A. All grades, lines, levels, and bench marks shall be established by Contractor from on -site reference controls and benchmarks furnished by the Owner and maintained by the Contractor who shall be responsible for same and shall report any error or inconsistencies before starting work. B. The Contractor shall provide and maintain well built batter boards at all corners and shall establish bench marks at not less than two (2) widely separated places. C. As work progresses, general contractor shall lay out on forms, rough flooring or ground exact locations of all work, where required, as a guide to all trades. D. Each trade shall lay out his work so as to interfere as little as possible with location of work of other trades. Obvious conflicts shall be brought to the attention of the Engineer. 2.11 SHORING, ANCHORING, AND BRACING A. The Contractor shall provide temporary shoring, anchoring and bracing required by the nature of the work in order to make all parts absolutely rigid and stable_ The Contractor shall be responsible for any damage resulting from failure to provide if either through lack of proper judgment or from any other cause. The Contractor shall strictly adhere to OSHA requirements for shoring, ladders, confined spaces, trench and excavation protection and all other provisions related to job site safety. 327 EXHIBIT 3 2.12 TEMPORARY FENCING TEMPORARY FACILITIES AND CONTROLS A. Install enclosed chain link fencing as necessary to secure the site from vandalism or theft and protect the public. Maintain the fencing continuously during the project. The Contractor may use fencing salvaged from the project to comply with this paragraph. END SECTION 01 50 00 328 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 01 57 23 TEMPORARY STORM WATER POLLUTION CONTROL PART 1- GENERAL 1.1 DEFINITIONS A. BMP — Best Management Practices B. CSN —Construction Site Notice- (NOI- CSN for Large sites-, CSN for Small sites). C. NOI & NOT — Notice of Intent and Notice of Termination for TPDES permits. D. SWPPP — Storm Water Pollution Prevention Plan E. TCEQ—Texas Commission on Environmental Quality F. TPDES — Texas Pollutant Discharge Elimination System G. Large Construction Activities — Construction activities including clearing, grading and excavating that result in land disturbance of equal to or greater than five (5) acres. H. Small Construction Activities - Construction activities including clearing, grading and excavating that result in land disturbance of equal to or greater than one (1) acre and less than five (5) acres of land. 1.2 RELATED DOCUMENTS AND APPLICABLE WORK A. The TCEQ TPDES General Permit No. TXR150000, February 19, 2013, and the project SWPPP. This specification requires compliance with all provisions of the TCEQ with regards to the TPDES permit. The TCEQ requirements currently pertain to large construction activities of five (5) acres or more and small construction activities which disturb one (1) to less than five (5) acres. B. Information to Respondents, Agreement, General Conditions, Special Conditions, and Special Specifications shall be carefully read for provisions pertaining to this work. In the event of conflict, the better quality or greater quantity shall prevail. C. The work described in this section is applicable to any and all sections of the Contract Documents. Any and all work that would disturb the existing site conditions or present the potential for site run-off shall adhere fully to this specification section. D. Unless specifically notified to the contrary by the Owner or Engineer, in writing, all aspects of this specification shall apply to this project. 1.3 CONTRACTOR RESPONSIBILITIES A. This project requires implementation of storm water "Best Management Practices" (BMP) for control devices and monitoring by the Contractor to comply with all provisions of the Storm Water Pollution Prevention Plan (SWPPP) developed for the project by the licensed civil engineer. The Contractor must fulfill all Texas Pollutant Discharge Elimination System (TPDES) regulatory requirements, including the filing of a NOI and NOT or signing and posting of the Construction Site Notice (CSN). B. The Contractor shall provide signatures of a corporate Officer for the NOI, NOI-CSN, CSN and NOT and any other forms or applications as required by the TPDES General Permit TXR150000. The Contractor shall also provide delegated authorization to sign reports per 30 TAC 305.128. Individuals conducting site inspections shall be qualified to the satisfaction of the Owner. C. When the Contractor receives the approved SWPPP from the Owner, the Contractor signs the NOI and/or CSN (see Sample form in Part 4 of this section) and forwards it to the Owner. Two separate $325 application fees (one for the Owner and one for the Contractor) must accompany the NOI. The Owner signs his NOI and sends both NOI's and application fees to TCEQ. The Contractor shall insert a copy of the signed NOI or CSN into the SWPPP booklet to be kept at the jobsite. The $325 application fees are not required for Small Construction Sites or CSN sites. D. The SWPPP booklet kept at the jobsite shall also contain the following: TBC# 01.15116.00 2016-08-01 01 57 23 - 1 329 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL 1. A letter delegating signature authority to the field personnel for both the Contractor and the Owner. 2. A copy of TPDES permit when received. 3. A copy of the Construction Site Notice (Large or Small). 4. A copy of the Shared SWPPP Acceptance Certification form. E. The Contractor shall review SWPPP and verify existing conditions at the site before determining scope of implementation of site controls. Site survey and site plan drawings shall be used for additional reference. The Contractor shall notify the Owner, in advance, of this site review to allow for Owner participation. F. The Contractor shall construct a Project SWPPP sign and place it at the main entrance to the project site. This sign shall include the NOI and TPDES permit along with the TCEQ TPDES Large Construction Site Notice (NOI-CSN); or the Construction Site Notice (CSN) for small construction projects. The sign shall be constructed as detailed in the sample SWPPP sign drawing included in Part 4 of this Section. G. Contractor shall contact Owner for review of initial site controls in place prior to commencing site -disturbing activities, to ensure that any unusual circumstances or unforeseen site conditions with regard to erosion and sedimentation have been addressed. The Contractor shall complete the SWPPP Project Start-up form (see Sample in Part 4 of this Section) and review it with the Owner before commencing soil disturbing activities. Both parties shall sign this form when the requirements listed in the SWPPP Project Start-up form have been met. H. The Contractor shall provide all material, labor, equipment and services required to implement, maintain and monitor all erosion and sedimentation controls in compliance with the Storm Water Pollution Prevention Plan (SWPPP). All controls implemented by the Contractor shall comply with the Texas Pollutant Discharge Elimination System (TPDES) regulations as issued by the Texas Commission on Environmental Quality (TCEQ) on February 19, 2013. These controls shall remain in operation until project completion and reestablishment of the site or longer as directed by the RCM. The work shall include, but not be limited to the following: I. All earthwork as required to implement swales, dikes, basins and other excavations for temporary routing of utilities, to protect against erosion or sediment -laden ("polluted") storm water runoff. J. All structural controls as shown or specified, including silt fences, sediment traps, stabilized construction entrance, subsurface drains, pipe slope drains, inletloutlet protection, reinforced soil retention, gabions, rock berms, etc. K. All non-structural controls as shown or specified, including temporary or permanent vegetation, mulching, geotextiles, sod stabilization, preservation of vegetative buffer strips, preservation/protection of existing trees and other mature vegetation. L. All modifications and revisions to SWPPP necessary to meet changing site conditions and to address new sources of storm water discharges, as the work progresses. M. All maintenance and repair of structural and non-structural controls in place shall continue until final stabilization is achieved or as directed by the RCM. N. Weekly site inspections, as required by the SWPPP, of pollutant sources, including hazardous sources, structural and non-structural controls, and all monitoring of SWPPP revisions and maintenance of inspection records. O. Removal of all structural and non-structural controls as necessary upon completion, and only after final stabilization is achieved. P. Filing of Notice of Termination (NOT) with the RCM within 30 days of final stabilization being achieved and is approved by the Owner, or of another Operator assuming control of the unstabilized portions of the site. Q. Refer to the SWPPP for additional requirements to ensure compliance with TPDES regulations. TBC# 01.15116.00 2016-08-01 01 57 23 - 2 K14%7 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL 1.4 QUALITY ASSURANCE A. In order to minimize the discharge of pollutants to storm water, the Contractor shall implement all permanent and temporary site controls according to Texas Pollutant Discharge Elimination System (TPDES) Guidelines, as set forth by the Texas Commission on Environmental Quality. B. Implementation of site controls shall be performed by a qualified contractor experienced in the proper installation of such devices in accordance with manufacturers' specifications, and in keeping with recognized Best Management Practices (BMP's), and in keeping with TPDES regulations. Qualification of installing Contractor shall be reviewed with the Owner prior to entering into a contract with them for services. C. The Contractor shall inspect all BMP's at regular intervals as specified in the Storm Water Pollution Prevention Plan for this project. Use standard Owner Inspection forms (see form at the end of this Section) for each inspection. Record all deficiencies of site controls, and take immediate action to correct any deficiencies recorded. Keep records of inspections current and on file, available for review by EPA, TCEQ, MS4 operator and Owner. 1.5 SUBMITTALS A. Submittals of products used in structural and non-structural controls shall be made through established procedures for review and approved by the Owner prior to installation on the site. The Contractor shall make available physical samples and product literature on any material used in structural or non-structural controls during the course of the project prior to its implementation in the field. PART 2 - PRODUCTS 2.1 MATERIALS: Specific site control devices are identified in the SWPPP. Where such devices are indicated, their material composition shall comply with this section. Materials to be used in structural and non-structural site controls shall include, but not be limited to the following: A. Silt Fences: implemented to filter, and remove sediment from storm water shall be composed of the following materials: 1. Geotextile fabric — a non -woven, polypropylene, polyethylene, or polyamide fabric with non- raveling edges. It shall be non -biodegradable, inert to most soil chemicals, ultraviolet resistant, unaffected by moisture and other weather conditions, and permeable to water while retaining sediment. Fabric shall be 36 inches wide, with a minimum weight of 4.5 oz. lyd. 2. Posts — steel fence posts shall be made of hot rolled steel, galvanized or painted, a minimum of 4 feet long, with a Y-bar or TEE cross-section of sufficient strength to withstand forces implied. 3. Wire Backing — a galvanized, 2"x4", welded wire fencing, 12 gauge minimum. Width shall be sufficient to support geotextile fabric 24 inches above adjacent grades. Chain link fences located along the same lines as silt fences, may be used to support geotextile fabric. In this circumstance, the geotextile fabric shall be firmly attached to fence. B. Triangular Filter Dikes: for use on surfaces or in locations where standard silt fence cannot be implemented, shall be composed of the following: 1. Geotextile fabric — a non -woven, polypropylene, polyethylene, or polyamide fabric with non -raveling edges, in a minimum width of 60 inches. 2. Dike Structure - 6 gauge, 6x6 welded wire mesh, 60 inches wide, folded into a triangular form. Each side shall be 18 inches with an overlap of 6 inches. TBC# 01.15116.00 2016-08-01 01 5723-3 331 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL 3. Ties — metal shoat rings or standard wire/cable ties for attachment of wire mesh to itself, and for attachment of geotextile fabric to wire mesh. C. Stabilized Construction Entrance / Exit: A steel grid that allows the safe passage of vehicles while agitating the tires to loosen and remove the soil build up. The grid or structures shall conform to the following: 1. It shall consist of pipes or tubes spaced such that there is a minimum clear distance between the pipes or tubes of 4 M.". It shall be elevated above the ground surface a minimum of 8" to allow water, debris and soil to drain. 2. Minimum diameter of pipe or tube shall be 3". 3. It shall be designed to support any and all vehicles entering and leaving the construction site. 4. It shall be firmly placed in the ground at the exit. 5. It shall be of sufficient length so that the agitation will remove the soil from the tires or a minimum of 8'-0". 6. At the "street side" approach of the grid there shall be an impervious surface or it shall consist of 3" to 5" diameter angular crushed stonelrock approximately 5'-0" in length, minimum, and 8" deep, minimum. On the "job site" side of the grid, there shall be 3" to 5" diameter angular crushed stonelrock 15"-0" in length, minimum, 8" deep, minimum. The steel grid will be between the "street side" approach and the job site crushed stonelrock. All crushed stonelrock shall have filter fabric beneath the stonelrock. See diagram on Exhibit F. 7. Steel grid area shall be used as the tire wash area. When tire wash is in use (rainy or muddy days) the area shall be manned and the tires shall be washed using a high pressure hose/nozzle. 8. The area beneath the grid shall be sloped such that debris, soil and water shall be diverted back on to the construction site or to a sediment basin. No water, soil or debris shall leave the construction site. The resulting discharge shall be disposed of properly. D. Rock Berms: shall be composed of the following materials: 1. Rock — clean open graded rock, with a maximum diameter of 3 inches. 2. Wire Mesh Support — a galvanized, woven wire sheathing having a maximum opening size of 1 (one) inch, and a minimum wire diameter of 20 gauge. 3. Ties — metal shoat rings or standard wire/cable ties. E. Concrete Truck Washout (self -installed): shall be used for containment of fluids from concrete truck washout wastes. 1. Gravel bags, concrete blocks or open graded rock 2. 10 mil plastic sheeting F. Temporary Storage Tanks: shall be used for temporary storage of fuels on the construction project site. 1. 2 inches of sand on the bottom of the containment area 2. 6 mil plastic sheeting 3. 2 inches of sand on top of the plastic sheeting G. Erosion Control Matting: shall be used on steep slopes, in drainage swales, and in high traffic pedestrian areas of barren soil. It shall include one or more of the following: 1. Jute Mat — a plain fabric made of jute yarn, woven in a loose and simple manner, with a minimum unit weight of 2.7 pounds per square yard. Width shall be as required for the dimensions of the area to be covered. 2. Wood Fiber Mat — a mat composed of wood fibers, which are encased in nylon, cotton or other type of netting. TBC# 01.15116.00 2016-08-01 01 57 23 - 4 332 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL 3. Synthetic Webbing Mat — a mat manufactured from polyvinyl chloride or polypropylene monofilaments, which are bonded together into a three- dimensional web to facilitate erosion control andlor re -vegetation. H. Organic Mulches: shall be used for covering bare soil, retaining moisture under existing vegetation being preserved, and for absorbing the energy of compaction caused by foot or vehicular traffic. Mulch shall be one or more of the following: 1. Straw — from broken straw bales that are free of weed and grass seed where the grass from the seed is not desired vegetation for the area to be protected. 2. Wood Chips — from chipped limbs of cleared trees on site, or delivered in chipped form, in bulk quantities of pine, cedar or cypress. Wood chips of all species shall be partially decomposed to alleviate nitrogen depletion of the soil in areas where existing vegetation is to be preserved and protected. 3. Shredded Mulches — from pine, cypress or cedar, mechanically shredded, and capable of forming an interlocking mat following placement, and after sufficient wetting and drying has taken place naturally. I. Any other materials indicated in SWPPP. PART 3 - EXECUTION 3.1 GENERAL A. The Contractor shall provide a complete installation of all site control devices and measures (BMPs). Indicated in the SWPPP booklet, including the Site Erosion and Sedimentation Control Drawing and as specified herein. These BMPs must be confirmed as fully operational with the Owner before any work that disturbs the site can begin. B. The Contractor shall provide inspection and monitoring of controls in place and shall perform all revisions and updating of SWPPP booklet. An accurate, chronological record of all Contractor inspections revisions and additional controls shall be kept on file at the project site, for review, with a copy of the SWPPP booklet. C. The Contractor shall submit their Notice of Termination (NOT) to the Owner after all disturbed areas are re-established (stabilized) with vegetative cover following completion of construction. Following acceptance of stabilized areas, all site controls that are no longer necessary shall be removed. 3.2 CONTROL DEVICES: Execution of specific site control devices is described in the following paragraphs. Refer to the SWPPP for applicable devices, extent and location. A. SILT FENCE 1. Silt fences shall consist of non -woven geotextile fabric, attached to wire fabric backing to support the geotextile. The wire fabric should be galvanized 2" x 4" welded wire, 12-gauge minimum. Attach non -woven geotextile fabric to fence with shoat or standard cable/wire ties, leaving a "toe" of fabric at the bottom of the fence of not less than 6 (six) inches. Steel posts as specified shall be driven to a depth of 1 (one) foot minimum, and spaced not more than 6 (six) feet on center. Tilt posts slightly, in an "uphill" direction for additional strength. Attach fencing to posts with standard cable/wire ties. Dig a 6 (six) inch deep by 6 (six) inch wide trench on the disturbed side of the fence, bury geotextile fabric in trench, backfill and tamp. Abutting ends of geotextile fabric shall be overlapped a minimum of 12 (twelve) inches. 2. Maintain silt fence daily as necessary to repair breaches in geotextile fabric. Maintain steel posts as specified in tilted condition. When siltation has occurred, it shall be removed when it has reached a depth of 6 (six) inches. Silt that has been removed shall be disposed of offsite. TBC# 01.15116.00 2016-08-01 01 57 23 - 5 333 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL 3. Remove silt fence when the disturbed areas protected by silt fence have been completely stabilized as specified. Minimize site disturbance while removing silt fence and posts. B. CURB INLET PROTECTION 1. Cover curb storm inlet with non -woven geotextile fabric covered wire fabric. Wire fabric to be 2"X4" — W1 AXW1.4. Extend fabric 2(two) feet beyond inlet Opening at each end and 12" (twelve) in front of opening in the gutter. Remove strip of filter fabric approx. 2 1 /2" (two and one half) high for the length of the protection to act as overflow. Extend fabric over the top of opening to allow placement of gravel bags. Anchor fabric with 20 lb. gravel bags placed 3 (three) feet on center. 2. Maintain inlet protection daily as necessary to repair breaches in geotextile fabric. When siltation has occurred, it shall be removed when it has reached a depth of 2 (two) inches. Silt that has been removed shall be disposed of offsite. C. STABILIZED CONSTRUCTION ENTRANCE / EXIT: A steel grid that allows the safe passage of vehicles while agitating the tires to loosen and remove the soil build up. The grid or structures shall conform to the following: 1. It shall consist of pipes or tubes spaced such that there is a minimum clear distance between the pipes or tubes of 4 '/". It shall be elevated above the ground surface a minimum of 8" to allow water, debris and soil to drain. 2. Minimum diameter of pipe or tube shall be 3". 3. It shall be designed to support any and all vehicles entering and leaving the construction site. 4. It shall be firmly placed in the ground at the exit. 5. It shall be of sufficient length so that the agitation will remove the soil from the tires or a minimum of 8'-0". 6. At the "street side" approach of the grid there shall be an impervious surface or it shall consist of 3" to 5" diameter angular crushed stone/rock approximately 5'-0" in length, minimum, and 8" deep, minimum. On the "job site" side of the grid, there shall be 3" to 5" diameter angular crushed stone/rock 15%0" in length, minimum, 8" deep, minimum. The steel grid will be between the "street side" approach and the job site crushed stone/rock. All crushed stone/rock shall have filter fabric beneath the stone/rock. See diagram on Exhibit F. 7. Steel grid area shall be used as the tire wash area. When tire wash is in use (rainy or muddy days) the area shall be manned and the tires shall be washed using a high pressure hose/nozzle. 8. The area beneath the grid shall be sloped such that debris, soil and water shall be diverted back on to the construction site or to a sediment basin. No water, soil or debris shall leave the construction site. The resulting discharge shall be disposed of properly. D. ROCK BERM 1. Rock berm shall consist of rip -rap type rock, secured within a wire sheathing as specified, and installed at the toe of slopes, or at the perimeter of developing or disturbed areas. Height of berm shall be a minimum of 18 (eighteen) inches from top of berm to uphill toe of berm. Top width shall be a minimum of 24 (twenty four) inches, with side slopes of 2:1 or flatter. Uphill toe of berm shall be buried a minimum of 4 (four) inches into existing grade. Rock berm shall have a minimum flow -through rate of 60 (sixty) gallons per minute, per square foot of berm face. 2. Maintain rock berm in a condition that allows the sediment to be removed, when the depth of sediment has reached 1/3 (one third) the height of the berm. Berm shall be reshaped as needed, and silt buildup removed, to maintain specified flow through berm. 3. Rock berm shall be removed when the disturbed areas served have been stabilized as specified. TBC# 01.15116.00 2016-08-01 01 5723-6 334 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL E. CONCRETE TRUCK WASHOUT (SELF INSTALLED) 1. Concrete Truck Washout (self -installed) shall be constructed so that it will be able to accommodate the maximum number of anticipated concrete trucks that will be cleaned on any given day at any given time using 7 gallons of water being used for washout per truck or 50 gallons of water being used to wash out pump trucks. The area utilized to contain the wash water and concrete solids cleaned from the trucks will be a minimum of 10 feet in width. The containment area will be covered with 10 mil plastic sheeting without any holes or tears and the seams shall be sealed according to manufacturer's recommendations. The gravel bags, concrete blocks or open graded rocks shall line the outside perimeter and shall be double wrapped with the 10 mil plastic sheeting to prevent any potential for runoff from the containment area. 2. The concrete truck washout containment area shall be maintained in a condition that will not allow concrete build up within the containment area to exceed 50% of the storage capacity. 3. The concrete truck washout area will be removed when it is no longer necessary to wash out concrete trucks on the site. F. TEMPORARY STORAGE TANKS 1. Must be located in a bermed containment area. The berm must be a minimum 3 feet in all directions, and the height of the berm must contain the maximum contents of the largest tank plus S inches (approximately 110% of the tank capacity). The containment area is constructed by beginning with a 2 inch sand pad, and then covered with 6 mil plastic or rubber sheeting. The sheeting is then covered with another 2 inch layer of sand. The plastic sheeting is secured to the outer berm. 2. Storage tanks are to be placed no closer than 50 feet from a building or property line. 3. If using tanks with a gravity feed type set up, the containment must be of sufficient size to be able to contain the tank if it should fall over 4. There must be a fusible link at the valve that will shut off the flow to the hose in the event of a fire 5. There must be sufficient cover for the tank and the containment area to prevent potential storm water runoff 6. The area within the containment area is to be kept free and clear of spills, if a spill occurs then the sand is to be removed and replace with a fresh layer of sand. 7. The storage tank containment area is to be removed from the site once it has been determined that it will no longer be used on the construction site. G. DIVERSION DIKE 1. Diversion dikes shall be formed and shaped using compacted fill, and shall not intercept runoff from more than 10 (ten) acres. Dike shall have a minimum top width of 24 (twenty four) inches, and a minimum height of 18 (eighteen) inches. Soil shall have side slopes of 3:1 or flatter, and shall be placed in 8 (eight) inch lifts. Compact soil to 95% standard proctor density. Where protected slopes exceed 2 (two) percent, the uphill side of diversion dike shall be stabilized with crushed stone or erosion control matting — to a distance of not less than 7 (seven) feet from toe of dike. The channel, which is formed by the diversion dike, must have positive drainage for its entire length to a stabilized outlet, such as a rock berm, sandbag berm, or stone outlet structure. Storm water shall not be allowed to overflow the top of diversion dike at any point other than the stabilized outlet. 2. Maintain diversion dike in a condition that allows the storm water runoff to be diverted away from exposed slopes. Repair any failures at top of dike and TBC# 01.15116.00 2016-08-01 01 57 23 - 7 335 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL remove sediment as necessary behind dike to allow positive drainage to a stabilized outlet. 3. Remove diversion dike when the expose slopes being protected are stabilized with vegetation or other permanent cover. H. INTERCEPTOR SWALE 1. Interceptor swale shall be implemented to prevent on or off -site storm water from entering a disturbed area, or prevent sediment -laden runoff from leaving the site or disturbed area. Interceptor swale shall be excavated as required by the SWPPP drawingls, with side slopes of 3:1 or flatter. This shall include all labor and equipment associated with the installation and maintenance of the swale as shown on the construction documents. Constructed swale may be v-shaped or trapezoidal with a flat bottom, depending on the volume of water being channeled. Sediment laden runoff from swale shall be directed to a stabilized outlet or sediment -trapping device. Flow line of swale shall have a continuous fall for its entire length and shall not be allowed to overflow at any other points along its length. 2. Maintain interceptor swale in a condition that allows the storm water runoff to be channeled away from disturbed areas. Remove sediment in swale as necessary to maintain positive drainage to a stabilized outlet. 3. Fill in or remove swale after the disturbed areals being protected is completely stabilized as specified. EROSION CONTROL MATTING 1. Remove all rocks, debris, dirt clods, roots, and any other obstructions, which would prevent the matting from lying in direct contact with the soil. 6 inch by 6 inch anchor trenches shall be dug along the entire perimeter of the installation. Bury matting in trenches, backfill and compact. Fasten matting to the soil using 10 gauge wire staples, 6 inches in length and 1 inch wide. Use a minimum of one staple per 4 square feet of matting, and at 12 inches on center along all edges. Install parallel to flow of water and overlap joining strips a minimum of 12 inches. 2. Maintain erosion control matting by repairing any bare spots. Missing or loosened matting shall be promptly replaced or re -anchored. 3. Remove matting where protection is no longer required. In areas where permanent vegetation is established along with matting, matting can be left in place permanently. J. MULCHES 1. Apply specified mulches in areas identified on the SWPPP, to a depth of 3 inches or as otherwise specified on the SWPPP drawingls. K. BPM DETAILS 1. Refer to Exhibit's for the following BMP details: Exhibit "A" Area Inlet Detail Exhibit "B" Curb Inlet Detail Exhibit "C" Rock Berm Detail Exhibit "D" Silt Fence Detail Exhibit "E" Triangular Dike Detail Exhibit "F" Stabilized Construction Exit Exhibit "G" Concrete Truck Washout 3.3 INSPECTIONS AND RECORD KEEPING A. Contractor shall inspect all BMP's on 7-day intervals. Coordinate inspections with Owner, who is also required by TPDES to regularly inspect the site. Use standard Owner Inspection forms (see form in Part 4 of this Section) for each inspection. Record all deficiencies of site controls, and take appropriate action to correct any deficiencies TBC# 01.15116.00 2016-08-01 01 57 23 - 8 336 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL recorded. Exception is rock berms located in a streambed. Any rock berm located in a streambed shall be inspected on a daily basis. Keep records of inspections current and on file, available for review by EPA, TCEQ, MS4 operator Representative and/or Owner's Representativels. B. Contractor shall keep records of all Contractor inspections on file with SWPPP booklet at project site, and make available for review by Owner's Representativels or EPA, TCEQ or MS4 operator officials requesting review of SWPPP inspection records. One copy of each inspection report shall be delivered to the Owner's office. C. Contractor shall keep records of all major grading and stabilization activities on file with the SWPPP booklet at the project site and make available for review by owner's representative(s), EPA, TCEQ, or MS4 operator officials requesting review of the SWPPP. D. Contractor shall submit copies of all inspection records and the Major Grading and Stabilization Log and the Major Grading and Stabilization Log along with SWPPP booklet to the Owner at project completion. 3.4 MAINTENANCE A. All erosion and sediment control measures and other protective measures identified in the SWPPP must be maintained in effective operating condition. If through inspections the permittee determines that BMP's are not operating effectively, maintenance must be performed before the next anticipated storm event or as necessary to maintain the continued effectiveness of storm water controls. If maintenance prior to the next anticipated storm event is impracticable, maintenance must be scheduled and accomplished as soon as practicable. Erosion and sediment controls that have been intentionally disabled, run -over, removed or otherwise rendered ineffective must be replaced or corrected immediately upon discovery. PART 4— SAMPLE FORMS 4.1 The following forms or sketches are to be used by the Contractor in the execution of the work in this Section, in compliance with TPDES requirements and the SWPPP. A. SWPPP Project Start-up B. Major Grading and Stabilization Log C. SWPPP Posting Sign for Main Construction Entrance for large construction site 5 acres or greater D. SWPPP Posting Sign for Main Construction Entrance for small construction site 1 to less than 5 acres E. TCEQ TPDES Notice of Intent (TCEQ NOI) F. TCEQ TPDES Construction Site Notice (CSN) G. TCEQ TPDES Notice of Termination (TCEQ NOT) H. TCEQ TPDES Large Construction Site Notice (NOI-CSN) 1. Shared SWPPP Acceptance Certification form J. SWPPP Inspection form TBC# 01.15116.00 2016-08-01 END SECTION 01 57 23 01 57 23 - 9 337 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL SWPPP Project Start -Up Contractors must meet four (4) TPDES requirements before soil -disturbing activities can commence on construction projects. This form provides the Contractor and Owner an acceptance of compliance with initial BMA's and required paperwork for commencement of work on the project site. The Contractor is to initial items that are certified as complete and then review for concurrence with the Owner's Designated Representative. 1. Best Management Practices (BMP's) applicable to this project have been inspected to ensure correct placement in accordance with the SWPPP and for proper installation according to specifications. o 3. 4. Initial by Contractor Initial by Owner The approved Storm Water Pollution Prevention Plan (SWPPP) is approved and on site. Initial by Contractor Initial by Owner The TCEQ NOI Posting Notice forms (and permits if received) or the TCEQ CSN's are complete and posted for all permittees at the main entrance to the project site. Initial by Contractor Initial by Owner Inspector qualifications and letter of delegation of authority are inserted in the SWPPP. Initial by Contractor Initial by Owner Having met the above requirements and in recognition of prior receipt of Notice to Proceed, the Contractor is authorized to commence work on site. Contractor Owner Resident Construction Manager TBC# 01.15116.00 2016-08-01 Project # Date: 01 57 23 - 10 338 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL Storm Water Pollution Prevention Plan Major Grading and Stabilization Activities Log Start Date End Date " Type and Location of Activity "End Date does not pertain to stabilization activities TSC# 01.15116.00 2016-08-01 01 57 23 - 11 339 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL S W P P P CONTRACTOR OWNER NOI PERMIT PERMIT NOI NOI-CSN NOI-CSN MINIMUM SIGN SPECIFICATIONS: 5 Acre or Greater Sites SIGN - Exterior grade %" plywood, cut 4' x 4', with red painted letters, Background painted white — DISPLAY ON CONSTRUCTION FENCE AT MAIN ENTRANCE TO PROJECT SITE. S W P P P - 10 inch painted letters, 3 inches from top of sign, centered. CONTRACTOR OWNER - 3 inch painted letters, 4 inches below SWPPP letters, centered on each half of sign. NOI, PERMIT, CONTACT - 8-112 x 11 TCEQ forms, laminated beyond edges of documents, stapled to plywood. TBC# 01.15116.00 2016-08-01 01 57 23 - 12 340 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL S W P P P CONTRACTOR OWNER CSN CSN MINIMUM SIGN SPECIFICATIONS: 1 to Less Than 5 Acre Sites SIGN - Exterior grade %" plywood, cot 4' x 4', with red painted letters, Background painted white — DISPLAY ON CONSTRUCTION FENCE AT MAIN ENTRANCE TO PROJECT SITE. SWPPP - 10 inch painted letters, 3 inches from top of sign, centered. CONTRACTOR OWNER - 3 inch painted letters, 4 inches below SWPPP letters, centered on each half of sign. CONSTRUCTION SITE NOTICE - 8-112 x 11 TCEQ forms, laminated beyond edges of documents, stapled to plywood. TBC# 01.15116.00 2016-08-01 015723-13 341 EXHIBIT 3 2" X 4" WELDED 18" TBC# 01.15116.00 2016-08-01 TEMPORARY STORM WATER POLLUTION CONTROL EXHIBIT "A" Area Inlet Detail ,FENCE VARIES FILTER FABRIC AREA INLET GR,4TE WIRE FENCE UNDER FILTER FABRIC WIRE FABRIC ATTACHED TO GRATE VEHICULAR TRAFFIC AREAS GEOTEXTILE FABRIC / FILTER FABRIC b 2" X 4" WELDED WIRE FENCE STEEL FENCE POSTS NON -VEHICULAR TRAFFIC AREAS AREA INLET PROTECTION 1. STEEL POSTS THAT SUPPORT THE SILT FENCE SHALL BE INSTALLED AT EACH CORNER AND IN BETWEEN CORNERS IF THE DISTANCE IS GREATER THAN 6' BETWEEN CORNER POSTS. 2. USE SILT FENCE DETAIL FOR INSTALLATION OF THE SILT FENCE AROUND THE AREA INLET. 3. THE METAL AREA INLET GRATE SHALL HE LIFTED AND FILTER FABRIC WRAPPED AROUND THE GRATE AND THE GRATE SHALL BE REPLACED. 4. IN VEHICULAR TRAFFIC AREAS THE METAL GRATE SHALL BE LIFTED OUT AND WIRE FENCE MATERIAL SHALL BE PLACED UNDER IT WITH FILTER FABRIC PLACED BETWEEN THE GRATE AND THE WIRE FENCE. THE WIRE FENCE SHALL THEN BE ATTACHED TO THE GRATE. S. ACCUMULATED SILT SHALL BE REMOVED WHEN THE FILTER FABRIC OVER THE GRATE COMPLETELY COVERS THE GRATE AREA, AND THE SILT AROUND THE SILT FENCE REACHES A HEIGHT OF 6" 6. AREA INLET PROTECTION SHALL BE REMOVED WHEN THE SITE IS COMPLETELY STABILIZED. 01 57 23 - 14 342 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL EXHIBIT "B" Curb Inlet Detail EXT&D 2'- 0" MINIMUM BEYOND INLET OPENING AT EACH END VARIES 3" OVERLAP AT FABRIC SPLICES NON -WOVEN GEOTEXTILE FABRIC 2" X 4" WIRE FABRIC STRUCTURE CUT AWAY OF FILTER FABRIC FLOW FLOW 1271 t---- 1" x 4" LUMBER SECURED TO CONCRETE 2.112" CLEAR OPENING 1� 1" X 4' LUMBER SECURED TO CONCRETE PAY CAREFUL ATTENTION TO THIS AREA (WILL ALLOW POLLUTANTS TO ENTER IF NOT SECURED) i TBC# 01,15116.00 2016-08-01 CURB INLET PROTECTION I. WHERE MINIMUM CLEARANCES CAUSE TRAFFIC TO DRIVE IN THE GUTTER, USE 1" X 4" LUMBER SECURED WITH CONCRETE NAILS 3' O.C. NAILED INTO THE CONCRETE. IF PEDESTRIAN TRAFFIC ONLY THE USE OF 20# GRAVEL BAGS TO SECURE MATERIAL IS PERMITTED. 2. AS SECTION OF FILTER FABRIC SHALL BE REMOVED AS SHOWN IN THIS DETAIL. FABRIC MUST BE SECURED TO WIRE BACKING WITH CLIPS OR HOG RINGS AT THIS LOCATION. 3. DAILY INSPECTION SHALL BE MADE AND SILT ACCUMULATION MUST BE REMOVED WHEN DEPTH REACHES 2". 4. THE PERFORMANCE OF THE INLET PROTECTION SHALL BE MONITORED DURING EACH RAINFALL EVENT AND PROTECTION SHALL BE IMMEDIATELY REMOVED IF THE STORMWATER BEGINS TO OVERTOP THE CURB. 5. INLET PROTECTION SHALL BE REMOVED AS SOON AS THE SOURCE OF SEDIMENT IS STABILIZED. 01 57 23 - 15 343 EXHIBIT 3 TBC# 01.15116.00 2016-08-01 19" MINIMUM TEMPORARY STORM WATER POLLUTION CONTROL EXHIBIT "C" Rock Berm Detail 3" X 5" OPEN GRADED ROCK 24" MINIMUM ---- �{ WOVEN WHZESHEATING FLOW _ I � I8" MIN 4' ROCK BERM CROSS SECTfON 1. USE ONLY OPEN GRADED ROCK (4" X r) FOR SCREAM FLOW CONDITIONS. USE OPEN GRADED ROCK (3" X 5") FOR OTHER CONDITIONS 2. THE ROCK BERM SHALL BE SECURED WITH A WOVEN WIRE SHEATHING HAVING A MAXIMUM I" OPENING AND A MINIMUM WIRE DIAMETER OF 20 GA. ROCK BERMS IN CHANNEL APPLICATIONS SHALL BE ANCHORED FIRMLY INTO THE SUBSTRATE A MINIMUM OF 6" WITH TEE POSTS OR WITH #5 OR 06 REBAR, WITH A MAXIMUM SPACING OF 48" ON CENTER. 3. THE ROCK BERM SHALL BE INSPECTED WEEKLY AND THE STONE AND/OR FABRIC CORE -WOVEN SHEATHING SHALL BE REPLACED WHEN THE STRUCTURE CEASES TO FUNCTION AS INTENDED; DUE TO SILT ACCUMULATION AMONG THE ROCKS, WASHOUT, CONSTRUCTION TRAFFIC, ETC. 4. WHEN SILT REACHES A DEPTH EQUAL TO ONE-THIRD THE HEIGHT OF THE BERM OR 6" WHICHEVER IS LESS, THE SILT SHALL BE REMOVED AND DISPOSED OF ON AN APPROVED SITE AND IN A MANNER THAT WILL NOT CREATE A SILTRATION PROBLEM. S. DAILY INSPECTION SHALL BE MADE ON SEVERE -SERVICE ROCK BERMS; SILT SHALL BE REMOVED WHEN ACCUMLUATION REACHES 6" 6. WHEN THE SITE IS COMPLETELY STABILIZED, THE ROCK BERM AND ACCUMULATED SILT SHALL BE REMOVED AND DISPOSED OF IN AN APPROVED MANNER. 01 5723-16 344 EXHIBIT 3 GEOTEXTILE FABRIC (NON -WOVEN) FLOW TEMPORARY STORM WATER POLLUTION CONTROL EXHIBIT "D" Silt Fence Detail STEEL FENCE POSTS (MAX. 60-0" SPACING) WOVEN WIR E SUPPORT IV, . I_ TRENCH (COMPACTED BACKFILL) SILT FENCE DETAIL TRENCH CROSS SECTION 1. STEEL POSTS WHICH SUPPORT THE SILT FENCE SHALL BE INSTALLED ON A SLIGHT ANGLE TOWARD THE ANTICIPATED RUNOFF SOURCE. POSTS MUST BE EMBEDDED A MINIMUM OF 12" 2. THE TOE OF THE SILT FENCE SHALL BE TRENCHED IN WITH A SPADE OR MECHANICAL TRENCHER, SO THAT THE DOWNSLOPE FACE OF THE TRENCH IS FLAT AND PERPENDICULAR TO THE LINE OF THE FLOW. WHERE FENCE CAN NOT BE TRENCHED INTO THE SURFACE (e. g. PAVEMENT) THE FABRIC SHALL BE WEIGHTED DOWN WITH ROCK OR I" X 4" LUMBER SECURELY FASTENED TO THE SURFACE, ON THE UPSTREAM SIDE TO PREVENT FLOW UNDER THE FENCE. TBC# 01.15116.00 2016-08-01 3. THE TRENCH MUST BE A MINIMUM OF 6" DEEP AND 6" WIDE TO ALLOW FOR THE FILTER FABRIC TO BE LAID IN THE GROUND AND BACKFILLED WITH COMPACTED MATERIAL. 4. THE FILTER FABRIC SHALL BE SECURELY FASTENED TO THE WOVEN WIRE BACKING, WHICH IN TURN IS SECURELY FASTENED TO THE STEEL FENCE POST. S. ACCUMLUTATED SILT SHALL BE REMOVED WHEN IT REACHES A DEPTH OF 6". THE SILT SHALL BE DISPOSED OF ON AN APPROVED SITE AND IN SUCH A MANNER THAT WILL NOT CONTRIBUTE TO ADDITIONAL SILTRATION. 6. INSPECTION SHALL BE MADE WEEKLY AND REPAIR OR REPLACEMENT SHALL BE MADE PROMPTLY, IF NEEDED. 7. SILT FENCE SHALL BE REMOVED WHEN THE SITE IS COMPLETELY STABILIZED, 01 57 23 - 17 345 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL EXHIBIT "E" Triangular Dike Detail INSTALIATION OPTION� 1. TOFA;N6" MINIMUM 2- WFIGHTEDWITI13"M"OPFN Gk%DEDROCK 3. TRENCHED IN 4" 4. CONTINUOUS BACKINGI 6"X 6" WIRE NIKS" STRUCTURE PIANKS ON INIPERVIOUS SURFACE FOTFXTII,E FABRIC NOTM FILTER FABRIC SItALLCOVER DIKE AND SKIRT ENTIRELY is" FLOW ................... ................. .......... 6-X I -V2" ANCHORS FVFRY 21 FABRIC TO&IN OPEN GRA IM) ROC' � TRENCHED MOW IS" FLOW FLOW TRI DIKE , FILTER DANI 1. DIKES SHALL BL PLACED IN A ROW WIT11 ENDS TIGHTLY ABUTTING THE ,kDJACLNT DIKE, 2. THE FABRIC COVER AND SKIRT SHALL RE A CONTINUOI-N WRAPPING OF NON- WOVEN GVA)TENTILE. THE SKIRT SHALL B)", A CONTINUOUS FXTENSTON OF THE FABRIC ONTjjv UPSTREAM FACF- 3. THE SKIRT SHALL BE WEIGHTED WITH A CON-rixtious LAVER OF 3'. X 5-T OPEN GRADED ROCK, I" X 4"LUXIBER (SECURELY FASTENED), OR TOED IN 61' WITH MECHANICALLY CONIPACTM MATERIAL. OTtIFRWISI-- SHALL BE TRENCED IN 4" IN DEPTIL 4, DIKES AND SKIRT SHALL BF SECURELY ANCHORED IN PLACE, USING 6" WIRE STAPLES ON 2' ('FNTFRS ON BOTH EDGES OF SKIRT, OR STAKE USING M8" REBAR WITH TEF ENDS. 5- FILTER MATT RIAL SHALL HE LAPPED OVER ENDS 6" TO COVER DIKE TO DIKE JOINTS. JOINTS SHALL m rNSTEN WITIT GALVANIZED SHOAT RJNG& 6, TITE DIKE STRUCTURE SHALL BE 6 GA. IY*X 6'* WIRE MESH, 18"ON A SIDE. 7, ACCUMULATED SILT SHALL BE REMOVED WHEN IT REACIIFSA DEPTH OF 6" AND DISPOSED OF IN A MANNER WITICII WILL NOT CAUSE ADDITIONAL S I ILTRATION. Ii. INSPECTION . SHALL Rk. NIAM WEEKLY ANTj REPAIR OR RLPLACEMLNT SHALL BE MADE PROMMLYAS NEEDED. 9, AFTFR THE SITE. IS COMPLETELY STABIIJ"D. THE DIKES AND ANY REMAINING SILT SHALL BE RFMOVED. TBC# 01.15116.00 2016-08-01 01 5723-18 346 EXHIBIT 3 TEMPORARY STORM WATER POLLUTION CONTROL EXHIBIT "P Stabilized Construction Exit NOWWOVEN GEOSYNTHETIC FABRIC > • WAVA WHEEL5 IF NECESSARY FLOW I� n A STEEL GRID THAT ALLOWS THE SAFE PASSAGE OF VEHICLES WHILE AGITATING THE TIRES TO LOOSEN AND REMOVE THE SOIL BUILD UP. THE GRID OR STRUCTURES SHALL CONFORM TO THE FOLLOWING: A. IT SHALL CONSIST OF PIPES OR TUBES SPACED SUCH THAT THERE IS A MINIMUM CLEAR DISTANCE BETWEEN THE PIPES OR TUBES OF 41/2". IT SHALL BE ELEVATED ABOVE THE GROUND SURFACE A MINIMUM OF 8" TO ALLOW WATER, DEBRIS AND SOIL TO DRAIN. B. MINIMUM DIAMETER OF PIPE OR TUBE SHALL BE 3". C. IT SHALL BE DESIGNED TO SUPPORT ANY AND ALL VEHICLES ENTERING AND LEAVING THE CONSTRUCTION SITE. D. IT SHALL BE FIRMLY PLACED IN THE GROUND AT THE EXIT. E. IT SHALL BE OF SUFFICIENT LENGTH SO THAT THE AGITATION WILL REMOVE THE SOIL FROM THE TIRES OR A MINIMUM OF 8'-0". F. AT THE "STREET SIDE" APPROACH OF THE GRID THERE SHALL BE AN IMPERVIOUS SURFACE OR IT SHALL CONSIST OF 3" TO 5" DIAMETER ANGULAR CRUSHED STONEIROCK APPROXIMATELY 5'-0" IN LENGTH, MINIMUM, AND 8" DEEP, MINIMUM. ON THE "JOB SITE" SIDE OF THE GRID, THERE SHALL BE 3" TO 5" DIAMETER ANGULAR CRUSHED STONEIROCK 15"-0" IN LENGTH, MINIMUM, 8" DEEP, MINIMUM. THE STEEL GRID WILL BE BETWEEN THE "STREET SIDE" APPROACH AND THE JOB SITE CRUSHED STONE/ROCK. ALL CRUSHED STONE/ROCK SHALL HAVE FILTER FABRIC BENEATH THE STONEIROCK. G. STEEL GRID AREA SHALL BE USED AS THE TIRE WASH AREA. WHEN TIRE WASH IS IN USE (RAINY OR MUDDY DAYS) THE AREA SHALL BE MANNED AND THE TIRES SHALL BE WASHED USING A HIGH PRESSURE HOSE/NOZZLE. H. THE AREA BENEATH THE GRID SHALL BE SLOPED SUCH THAT DEBRIS, SOIL AND WATER SHALL BE DIVERTED BACK ON TO THE CONSTRUCTION SITE OR TO A SEDIMENT BASIN. NO WATER, SOIL OR 'DEBRIS SHALL LEAVE THE CONSTRUCTION SITE. THE RESULTING DISCHARGE SHALL BE DISPOSED OF PROPERLY. TBC# 01.15116.00 2016-08-01 01 57 23 - 19 347 EXHIBIT 3 TBC# 01.15116.00 2016-08-01 TEMPORARY STORM WATER POLLUTION CONTROL EXHIBIT "G" Concrete Truck Washout Gravel Bag& Concrete Blocks Or Open Graded Rv<k 1� h1 • tr. 10 mil plastic sheeting A5 Alternative Self -installed Construction Site Concrete Truck Washout 1. The excavation for the concrete truck washout shall be a minimum of 10' wide and of sufficient length and depth to accommodate 7 gallons of washout water and concrete per truck per day and/or 50 gallons of washout water and concrete per pump truck per day. 2. In the event that the self -installed concrete truck Washout is constructed above ground, it shall be 10' wide Bad 10' long with the same requirements for containment as described in item 1. 3. The containment area shall be lined with 10 roil. plastic sheeting, without holes or tears. Where there are scams, these shall be secured according to manufacturers directions. 4. The plastic sheeting shall be of sufficient size so that it will overlap the top of the containment area and be wrapped around the gravel bags, concrete blocks or open graded rock at least 2 times. 5. The gravel bags or concrete blocks shall be placed abutting each other to form a continuous berm around the outer perimeter of the containment area. 6. The berm consisting of gravel bags, concrete blocks or open graded rock shall be no less than 18" high and no less than 12" wide. 7. The containment area shall not exceed 50% of capacity at any one tithe. 8. Solids shall be removed from containment area and disposed of properly and any damage to the plastic sheeting shall be repaired or sheeting replaced before next use. 01 57 23 - 20 348 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 02 41 19.50 SITE PREPARATION, CLEARING, GRUBBING AND DEMOLITION PART 1-GENERAL 1.1 Scope: The following specification is limited to the clearing and grubbing of trees and shrubs and the demolition of old structures within the project limits. The intention of these specifications is to remove all obstacles, surficial or underground, that would impede the construction of the wave pool, concession building and ancillary construction. 1.2 This item shall include furnishing all labor, equipment, materials, superintendence and other related services necessary to complete the clearing and demolition indicated on the drawings or specified herein and for the lawful disposal of all materials cleared or demolished. Conditions existing at time of inspection for bidding purpose will be maintained by Owner as far as practical. Before clearing and demolition, the Owner will remove all items to be salvaged and re -used. Notify the Engineer of discrepancies between existing conditions and Drawings before proceeding with pool demolition work. 1.3 Salvage. Unless otherwise noted on the plans or in these specifications, all salvage belongs to the contractor to be lawfully disposed of by him. PART 2 — PRODUCTS (Not Used) PART 3 - EXECUTION 3.1 GENERAL A. Description of Work: Refer to other sections for clearing, relocation and demolition of other equipment and structures. 1. Remove chainlink fence and concrete mowing strip where designated. 2. Remove trees and shrubs designated on the plans or otherwise interfering with the project advancement. Do not remove undesignated trees without permission of the Owner. 3. Remove portions of the existing lazy river for addition of steps. 4. Remove portions of the existing lawn irrigation system. 5. Remove landscape borders or curbs within the limits of the project which interfere with construction. 6. Remove and relocate waterline to clear structures. 7. Remove and relocate underground electrical branch circuits between mechanical room and lazy river. [but not the underground primary service which is to be relocated by power company.] 8. Strip sod and other vegetative matter from areas to receive fill. B. Description of Work By Others: 1. Remove and relocate primary underground service to clear project. 3.2 FENCE REMOVAL: Remove the chainlink fence and the concrete mowing strip along the TBC# 01.15116.00 2016-08-01 02 4119.50 - 1 349 EXHIBIT 3 POOL DEMOLITION fence only to the limits required by earthwork and pool construction. Chain link fence removed is NOT to be re -incorporated into the final project but may be used by the contractor as temporary construction site security fencing at contractor's option. Concrete demolished shall not be incorporated into the fill required for this project but shall be hauled from the site. 3.3 TREE AND SHRUB REMOVAL: Remove trees and shrubs including all roots to a distance of at least 36 inches from any proposed structure in this project. Trees and shrubs may be ground on site but chips may not be incorporated into the required select fill but rather must be spread to the satisfaction of the Owner or hauled from the site. 3.4 CONCRETE REMOVAL: When partial removal of concrete is required on this project, saw joints and neatly remove concrete, exposing reinforcing steel for incorporation into the new work if applicable. Do not jack hammer or cause damage to the rest of the structure. Any damaged concrete resulting from careless demolition shall likewise be removed and replaced at no additional cost to the Owner. Water cutting of the existing concrete is acceptable. Remove all debris and dust from the existing river. 3.5 IRRIGATION SYSTEM: Remove only those designated areas of the irrigation system which fall within the new project limits and must be extended or relocated. Cut pipe with a saw and cap and mark the termination of old lines so that they can be extended and relocated later in the project. Protect low voltage wires for extension to new locations. 3.6 WATERLINE: Relocate parts of an 8-inch fire loop through the park as noted on the plans. 3.7 ELECTRICAL: Several branch circuits are located under proposed concession building site and must be removed and relocated to clear the footprint of the new building. This item does NOT include removing and relocating the underground primary service. Primary will be relocated by Denton Municipal Electric. PART 4 - MEASUREMENT AND PAYMENT: Pool clearing, grubbing, utility relocation and demolition for aquatic facilities is considered subsidiary to other bid items included in the forms of proposal. No separate measurement or payment will be made for this work. TBC# 01.15116.00 2016-08-01 END OF SECTION 02 41 19.50 02 41 19.50 - 2 350 EXHIBIT 3 SECT ION 03 15 13 WATERSTOPS PART 1 - GENERAL WATERSTOPS 1.1 SUMMARY A. This section covers the placing of waterstops where such are indicated on the Plans. 1.2 MEASUREMENT AND PAYMENT A. No separate pay item is provided for waterstop. PART 2 - PRODUCTS A. Polyvinyl Plastic Waterstop 1. Waterstops shall be installed in construction joints as required by the Plans. All waterstops shall be continuous throughout their length. 2. The waterstops shall be heavy duty PVC, high tensile neoprene or high tensile styrene butadiene rubber (SBR) waterstop conforming to Corps of Engineers Specifications as manufactured by Williams Products, Inc., Servicesied Products Division of W.R. Grace and Company; Vinylstops by Sonneborn-Contech; W.R. Meadows, Inc.; Vinylex Corporation; Burke or an approved equal of the same type and material and approximately equal in dimensions and weight but not necessarily of exactly the same shape. Waterstops shall be of the size and type designated on the Plans. 3. Construction joint waterstops shall be of ribbed or dumbbell construction without a center bulb, 9" wide. Minimum thickness of waterstops shall be 318 inches. 4. Expansion joint waterstops shall be of dumbbell/center bulb design, 9" wide, with a capacity of 1" of movement. Minimum thickness of waterstops shall be 318 inches. 5. All water stops shall be installed so that one-half its width will be embedded on one side of the joint and one-half of the other. The Contractor shall employ a method of holding the waterstop in position for the first pour that is satisfactory to the Engineer. The method selected must insure that the waterstop will be held securely in true vertical or horizontal position and in straight alignment in the joint. 6. Care shall be exercised to insure that the waterstop is completely encompassed in good mortar. B. Expanding Joint Waterstop-Bentonite. Expanding joint waterstop, where shown on the Plans, shall be a sodium bentonite based strip embedded in concrete which expands in the presence of water to form a watertight seal between concrete and concrete or concrete and steel or PVC. Product shall be applied using manufacturer's recommended adhesive. Products shall be equal to Volclay RX-101 and Volclay WB-Adhesive. (CETCO Building Materials Group, (800)527- 9948). C. Expanding Joint Waterstop-Non-Bentonite. Expanding joint waterstop, where shown on the Plans, shall be a chemically modified natural rubber (vulcanized) strip product, with a hydrophilic agent chemically bonded to the rubber, embedded in concrete which expands in the presence of water to form a watertight seal between concrete and concrete or concrete and steel or PVC. Product shall be applied using manufacturer's recommended adhesive. Products shall be equal to Adeka Waterstops by OCM, Inc.: Ultraseal KBA-1510FP and P-201 Adhesive or Ultraseal MC- 2010MN. (Adeka Corporation, (800)999-3959). D. SIKASWELL See Job Specifics. 351 EXHIBIT 3 PART 3 - EXECUTION 3.1 INSTALLATION WATERSTOPS A. All waterstops shall be continuous. Joint at all points of contact in the same plane, or at intersections with waterstops in different planes, as to form a complete barrier to the passage of water through any construction, contraction, or expansion joint. B. PVC Waterstops: Joints in the waterstops, whether made for the purpose of continuity in a straight strip or for the purpose of securing a watertight junction between strips in different planes, shall be made by adhesive solvent or heat welding. The joints in strips of waterstop shall be such that the entire cross section of the joint shall be dense, homogeneous and free of all porosity. All finished joints shall have a tensile strength of not less than 75 percent of the material of the strip as extruded. Heating of surfaces to be joined shall be done by means of an electric splicing iron designed for the specified purpose and controlled by means of a voltage regulator. In use, the heat of the hot plate shall be so regulated as to prevent too rapid melting and accompanying charring of the waterstop material. The use of makeshift hot plates will not be permitted nor will other means of heating the strips to be joint be allowed except in a case of emergency, as determined by the Engineer. The Contractor shall provide such jigs as will assist in making the joints in a proper and workmanlike manner and in holding the strips so that the alignment of jointed strips is correct and angles are true to those required. C. Expanding Joint Waterstop-Bentonite: Install with at least 2-inches concrete coverage. Surfaces shall be clean and dry. Apply 5-mils minimum adhesive (400 lineal feet per gallon) at least 1-inch wide along the joint. Apply waterstop after 15 minutes and within 2 hours of applying adhesive. Butt joint, do not overlap ends. Flow concrete around joint and thoroughly vibrate or rod to remove voids. Do not direct pneumatically -applied concrete at joint. Do not allow expanding joint waterstop to get wet before installation. Discard any material evidencing pre -swelling. D. Expanding Joint Waterstop-Non-Bentonite: Install with at least 1-inch concrete coverage for Ultraseal KBA-1510FP and 4-inches concrete coverage for Ultraseal MC-2010MN. Surfaces shall be clean and dry. Apply adhesive according to manufacturer's guidelines Flow concrete around joint and thoroughly vibrate or rod to remove voids. Do not direct pneumatically -applied concrete at joint. Do not allow expanding joint waterstop to get wet before installation. Discard any material evidencing pre -swelling. E. Prior to embedment, all joints in the waterstop strips will be inspected by the Engineer and any found defective shall be remedied without delay. 3.2 PRECAUTIONS A. The Contractor shall take such steps as are necessary to protect exposed waterstops in the interim period between concrete pours. END SECTION 03 15 13 352 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 03 20 00 METAL REINFORCING FOR SWIMMING POOLS PART 1 - GENERAL 1.1 This section shall govern the quality and type of metal reinforcement furnished for construction of swimming pools and swimming pool decks only as indicated on the Plans and its placement in the work. 1.2 Bar schedules will not be reviewed. Submit mill certification of conformance to ASTM requirements. Submit bar -chair sample or specifications. PART 2 — PRODUCTS 2.1 Reinforcing bars shall conform to the requirements of these Specifications: ASTM A615, Grade 40 or 60 open hearth, basic oxygen, or electric furnace new billet steel or ASTM A617, Grade 40 or 60 axle steel. Epoxy coating is not permitted. 2.2 Welded wire fabric or cold -drawn wire for concrete reinforcement shall conform to the requirements of Standard Specifications for Cold -Drawn Steel Wire for Concrete Reinforcement (ASTM A-82 or A-496) or Standard Specifications for Welded Steel Wire Fabric for Concrete Reinforcement (ASTM A-185 or A-497). Rolled welded wire fabric may not be used in this project. Flat panels of welded wire mesh may be used with permission of the Engineer or where shown on plans. PART 3 - EXECUTION 3.1 Metal reinforcement, at the time concrete is placed, shall be free from rust, scale, or other coating that will destroy or reduce the bond. All bars shall be bent cold. Straightening or rebending shall not be allowed which will injure reinforcement. Bars with kinks or bends not shown on the plans shall not be used. 3.2 Metal reinforcement shall be accurately placed and adequately secured in position by nylon or metal chairs and spacers. In no case shall the clear distance between bars be less than 1", nor less than 1-113 times the maximum size of the coarse aggregate. Bar chairs shall be nylon or metal commercial re -bar supporting products intended for the purpose and spaced not to exceed 36-inches between supports each direction. All metal chairs, wire and spacers shall be galvanized. Bricks rock or broken concrete may not be used. 3.3 Splices shall have a length of not less than fifty (50) times the normal size of diameter of the reinforcement, except in the cases of welded splices, and shall be well distributed or else located at points of low tensile stress. No splices other than welded splices will be permitted at points where the section is not sufficient to provide a minimum distance of two inches between the splice and the nearest adjacent bar or the surface of the concrete. The bars shall be rigidly clamped or wired at all splices in a manner approved by the Engineer. 3.4 The reinforcement of footings and other principal structural members in which the concrete is deposited against the ground shall have not less than 2" of concrete between the steel and the ground contact surface. In walls and floors, if concrete surfaces, after removal of the forms, are to be exposed to the weather or be in contact with the ground, the reinforcement shall be protected with not less than 2" of concrete over bars more than 518" in diameter and 2" over bars 5/8" or less in diameter. TBC# 01.15116,00 2016-08-01 03 20 00 - 1 353 EXHIBIT 3 METAL REINFORCING FOR SWIMMING POOLS CONCRETE PROTECTION FOR REINFORCEMENT SHALL IN ALL CASES BE AT LEAST 2 INCHES. 3.5 Bend bars around corners in structural walls and footings. Do not splice bars at right angles in corners but rather lap splice 5 feet or more from corners if dimensions permit. 3.6 Reinforcement shall be bent and placed according to the latest A.C.I. requirements and methods. No. 4 or smaller diameter bars may be bent in the field. Larger bars shall be shop bent. 3.7 No concrete shall be deposited until the Engineer has inspected the placing of the reinforcement and given permission to place concrete. 3.8 Contractor shall, prior to placing concrete, wire brush all bars until they are free of rust, scale or mud. Secure all bars with adequate bar ties and prevent movement of reinforcing during placement of concrete. 3.9 Provide safety bar caps for all reinforcing steel temporarily left in a vertical or near vertical position where impaling is a possibility. PART 4 — PAYMENT 4.1 Metal reinforcement will not be measured for payment. Payment for furnishing, bending, fabricating, and placing reinforcing steel, including all labor, tools and incidentals necessary to complete the work, shall be included in the unit price bid for concrete of the class specified. Payment will not be made for unauthorized work. TBC# 01.15116.00 2016-08-01 END OF SECTION 03 20 00 032000-2 354 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 03 30 53 CAST IN PLACE CONCRETE - AQUATIC PART 1-GENERAL 1.1 This section shall govern the furnishing of all labor, materials, tools, plant, performing all operations required to install all cast -in -place concrete and reinforcing steel, and completely finishing the concrete items in strict accordance with the requirements of these specifications and the applicable drawings and subject to all conditions of the contract including but not limited to the following: Foundations, spread footings, grade beams Slabs on grade, walks, concrete decks, play courts Structure Walls, pits, concrete shells Exterior Steps and Landings, wheel chair ramps Retaining Walls, barrier wails Drainage structures Concrete floors, girders 1.2 Work Covered Under Other Sections: A. Refer to Section 033719 of these specifications for "Pneumatically Applied Concrete". B. Refer to Section 032000 of these specifications for "Metal Reinforcing for Swimming Pools". 1.3 Cracking in concrete structures shall be reported immediately to the Engineer_ 1.4 REFERENCES A. American Concrete Institute (ACI) 1. ACI 211.1 - Standard Practice for Selecting Proportions for Normal, Heavyweight, and Mass Concrete 2. ACI 301 - Specifications for Structural Concrete 3. ACI 302 - Guide for Concrete Floor and Slab Construction 4. ACI 305R - Hot Weather Concreting 5, ACI 306R - Cold Weather Concreting 6. ACI 308 - Standard Specification for Curing Concrete 7, ACI 309R - Guide for Consolidation of Concrete 8. ACI 318 - Building Code Requirements for Structural Concrete and Commentary B. American Society for Testing and Materials (ASTM) 1. ASTM A 615 - Standard Specification for Deformed and Plain Carbon -Steel Bars for Concrete Reinforcement 2. ASTM A 706 - Standard Specification for Low -Alloy Steel Deformed and Plain Bars for Concrete Reinforcement 3. ASTM A 996 - Standard Specification for Rail -Steel and Axle - Steel Deformed Bars for Concrete Reinforcement 4. ASTM C 31 / C 31 M - Standard Practice for Making and Curing Concrete Test Specimens in the Field 5. ASTM C 33 - Standard Specification for Concrete Aggregates TBC #01.15116.00 2016-08-01 033053-1 355 EXHIBIT 3 CAST IN PLACE CONCRETE —AQUATIC 6. ASTM C 391 C 39M - Standard Test Method for Compressive Strength of Cylindrical Concrete Specimens 7. ASTM C 94 / C 94M - Standard Specification for Ready -Mixed Concrete 8. ASTM C 138 / C 138 M - Standard Test for Density (Unit Weight), Yield, and Air Content (Gravimetric) of Concrete 9. ASTM C 1431 C 143 M - Standard Test Method for Slump of Hydraulic Cement Concrete 10. ASTM C 150 - Standard Specification for Portland Cement 11. ASTM C 172 - Standard Practice for Sampling Freshly Mixed Concrete 12 ASTM C 309 - Standard Specification for Liquid Membrane - Forming Compounds for Curing Concrete 13 ASTM C 494 I C 494 M - Standard Specification for Chemical Admixtures for Concrete 14. ASTM C 595 - Standard Specification for Blended Hydraulic Cements 15. ASTM C 618 - Standard Specification for Coal Fly Ash and Raw or Calcined Natural Pozzolan for Use in Concrete 16. ASTM C 989 - Standard Specification for Ground Granulated Blast -Furnace Slag for Use in Concrete and Mortars 17. ASTM C 1017 / C 1017M - Standard Specification for Chemical Admixtures for Use in Producing Flowing Concrete 18. ASTM C 1064 / C 1064M - Standard Test Method for Temperature of Freshly Mixed Hydraulic -Cement Concrete 19. ASTM C 1157 - Standard Performance Specification for Hydraulic Cement 20. ASTM C 1240 - Standard Specification for Silica Fume Used in Cementitious Mixtures 21. ASTM C 1315 - Standard Specification for Liquid Membrane - Forming Compounds Having Special Properties for Curing and Sealing Concrete 22. ASTM C 1602 / C 1602 M - Standard Specification for Mixing Water Used in the Production of Hydraulic Cement Concrete PART 2 — PRODUCTS 2.1 GENERAL A. Cement: The cement shall be Type I or Type III of a standard brand of Portland cement which shall conform to ASTM Specification C-150. The Contractor, if he so elects in order to facilitate his own operations, may use Type III cement. All cement shall be protected against dampness, and no cement will be accepted which has become caked. B. Water: Water for use in concrete mixtures shall be clean, potable water and shall conform to the provisions of AASHTO Test Method T-26 for quality of water. C. Coarse Aggregate: The coarse aggregate shall consist of gravel, crushed stone, blast furnace slag or combinations thereof with a wear of not more than forty (40) percent when tested according to AASHTO Method T-96. Aggregate shall conform to the requirements of ASTM C-33. The maximum size of coarse aggregate shall not be larger than one -fifth (1/5) of the narrowest dimension between forms of the member for which concrete is to be used nor larger than three -fourths (3/4) of the minimum clear spacing between reinforcing bars. TBC#01.15116.00 2016-08-01 033053-2 356 EXHIBIT 3 CAST IN PLACE CONCRETE —AQUATIC D. Fine Aggregate: The fine aggregate shall consist of sand conforming to ASTM designation C-33. The sand shall not contain more than 1-112% clay and shall not show darker than very light amber when tested by the colorimetric method. The fine aggregate shall conform to the following grading requirements: Retained on 318" screen 0% by weight Retained on 114" screen 0 to 5% by weight Retained on No. 20 sieve 15 to 50% by weight Retained on No. 100 sieve 85% to 100% by weight E. Admixtures: Furnish from one manufacturer. 1. Characteristics: Compatible with each other and free of intentionally -added chlorides. 2. Air -Entraining Admixture: Shall conform to ASTM C 2601C 260M. Products: MasterAir AE 90, MasterAir VR 10 or MasterAir AE 200 by BASF Corporation. 3. Water -Reducing Admixture: Shall conform to ASTM C 494IC 494M Type A. Products: MasterPozzolith Series by BASF Corporation. 4. Mid -Range Water -Reducing Admixture: Shall conform to ASTM C 494IC 494M Type A. Products: MasterPolyheed Series by BASF Corporation. 5. High -Range Water -Reducing Admixture: Shall conform to ASTM C 494IC 494M Type F [or ASTM C 10171C 1017M Type I]. Products: MasterRheobuild 1000, MasterGlenium Series or PS 1466 by BASF Corporation. 6. Accelerating Admixture: Shall conform to ASTM C 494/C 494M Type C or E. Products: MasterSet AC 534 or MasterSet FP 20 by BASF Corporation, 7. Retarding Admixture: Shall conform to ASTM C 494/C 494M Type B or D. Products: MasterPozzolith Series or MasterSet DELVO Series by BASF Corporation. 8. Hydration Control Admixture: Shall conform to ASTM C 494IC 494M Type B or D. Products: MasterSet DELVO Series by BASF Corporation. 9. Workability -Retaining Admixture: Shall conform to ASTM C 494IC 494M Type S. Shall retain concrete workability without affecting time of setting or early -age strength development. Products: MasterSure Z 60 by BASF. 10. Corrosion -Inhibiting Admixture: Shall be a nominal 30 percent solution of calcium nitrite or an amine/ester-based organic corrosion -inhibiting admixture. Products: MasterLife CI 30 or MasterLife Cl 222 by BASF Corporation. 11, Shrinkage -Reducing Admixture: Shall conform to ASTM C 494IC 494M Type S. Products: MasterLife SRA 20 or MasterLife CRA 007 by BASF Corporation. TBC#01.15116.00 2016-08-01 033053-3 357 EXHIBIT 3 CAST IN PLACE CONCRETE — AQUATIC 12. Alkali -Silica Reaction Inhibiting Admixture: Shall conform to ASTM C 494/C 494M Type S. Shall contain a nominal lithium nitrate content of 30 percent. Products: MasterLife ASR 30 by BASF Corporation. 13. Coloring Admixture: Products: MasterColor by BASF Corporation. 14. Other admixtures with approval from the Engineer. E. With Approval from the Engineer only: Supplementary Cementitious Materials (SCM): 1. The substitution of supplementary cementitious materials for cement shall be made on the basis of mass. 2. Fly Ash: Shall conform to ASTM C 618. 3. Slag Cement: Shall conform to ASTM C 989/C 989M. 4. Silica Fume: Shall conform to ASTM C 1240. Products: MasterLife SF 100 by BASF Corporation, 5. Metakaolin: Shall conform to ASTM C 618, Class N. Products: MetaMax by BASF Kaolin, part of BASF Corporation. F. With Approval from the Engineer only: Fibers: 1. Microsynthetic Fibers: a. Shall conform to ASTM C 11161C 1116M. Products: "MasterFiber F or M" Series by BASF Corporation. 2. Macrosynthetic Fibers: a. Shall conform to ASTM C 11161C 1116M. Products: "MasterFiber MAC" Series by BASF Corporation. 3. Steel Fibers: a. Shall conform to ASTM A 820/A 820M. Products: "MasterFiber FF or FS" Series by BASF Corporation. Dosage of fibers for composite steel deck shall not be less than 4 Ib/yd3 for macrosynthetic fibers and 25 Ib/yd3 for steel fibers, as recommended in ANSI/SDI C - 2011 G. Evaporation Reducer: 1. Shall be a monomolecular film -forming liquid for application to fresh concrete to prevent rapid drying of the surface. a. Products: MasterKure ER 50 by BASF Corporation 2. Evaporation reducer shall not be used as a finishing aid. 2.2 CONCRETE QUALITY: The concrete shall be composed of Portland cement fine aggregate, coarse aggregate, and water, all as specified herein. 1. All concrete shall have air entrainment based on the maximum size coarse aggregate: Max. Size Aggregate Total Air Percent 1-1/2" 5.0% +/-1 % TBC#01.15116.00 2016-08-01 03 30 53 - 4 358 EXHIBIT 3 CAST IN PLACE CONCRETE — AQUATIC 314" 6.0% +1-1 % The concrete shall be homogenous, readily placeable and uniformly workable. The minimum cement content, maximum allowable water content, and minimum compressive strength of the various classes shall conform to the following: Class of Concrete Coarse Agg. Grade Maximum wlc ratio Min. Compressive Strength psi @ 28 days A 1-4, 8 0.6 3,000 B 2-7 0.6 2,000 C 1-6 0.45 3,600 S 2-5 0.45 4,000 P 2-3 0.45 4,400 Pn 5-55 0.48 4,000 The dry loose volume of coarse aggregate shall not exceed 0.82 cubic foot per cubic foot of finished concrete except in cases where the voids in the coarse aggregate as determined by standard test methods exceed 48 percent of the total dry loose volume. Where the voids exceed 48 percent of the total dry loose volume, the dry loose volume of coarse aggregate shall not exceed 0.85 cubic foot per cubic foot of finished concrete. The net amount of water shall be the amount added at the mixer, plus the free water in the aggregate, and minus the absorption of the aggregate based on a thirty -minute absorption period. No allowance will be made for evaporation of water after batching. A. Class Requirements: Unless otherwise specified below or elsewhere in the plans or Special Provisions, all concrete is Class A. (Except for pneumatically placed concrete.) The following are maximum slumps and the class of concrete required for various types of construction. (Slump test prior to addition of plasticizer.) Type of Construction Slump Inches Maximum Class of Concrete Foundations 5 A Slabs on Grade 4 A Walks, decks 4 A Wash Concrete 1 Rip Rap 5 B Walls and Columns 3 C Grade Beams, Piers 4 C Retaining Walls 4 C Manhole Fillets; Inlet Inverts 5 C Structural Slabs & Beams 4 S Concrete Paving 3 P B. Characteristics of Mix: Concrete shall be of such consistency as to insure the required workability and result in compact masses having dense, uniform surfaces. In cases where the characteristics of the aggregates are such that with the maximum allowable amount of water, the consistency requirements cannot be satisfied, additional aggregates, mineral filler or aggregates of a different character may be furnished to produce the desired results. It these materials are not provided, then the mix design will be modified to insure proper workability by adding additional cement. Concrete temperature shall not be less than 50 degrees F nor more than 90 degrees F. In general, the consistency of the concrete mixtures shall be such that TBC#01.15116.00 2016-08-01 03 30 53 - 5 359 EXHIBIT 3 CAST IN PLACE CONCRETE —AQUATIC 1. The mortar will cling to the coarse aggregate. 2. The aggregates will not segregate in the concrete when it is transported to the place of the deposit. 3. The concrete and mortar will show no free water when removed from the mixer. 4. The surface of the finished concrete will be free from a surface film of "laitance". Any concrete mix failing to meet the above outlined consistency requirement, although meeting the slump requirements, will be considered unsatisfactory, and the mix shall be changed to correct such unsatisfactory conditions. In cases where the characteristics of the aggregates furnished are such that, with the maximum allowable amount of water, the specified slumps and consistency requirements are not met, aggregates of an improved grading must be furnished and the mix design must be modified to meet the slump and consistency requirements by adding either cement or mineral filler, or both, as may be necessary. In case mineral filler is used, the combined total quantity of mineral filler and fine aggregate passing the 100 mesh sieve shall not exceed twenty (20) percent of the weight of the fine aggregate. It is the intent of these specifications to secure for every part of the work, and particularly so where the concrete is to be liquid -containing, concrete of homogeneous structure having the required strength and resistance to weathering, which is free of honeycomb, concealed voids or other defects, and which for the various structures and appurtenances shall develop the minimum compressive strengths as indicated in these specifications. The minimum quantity of cement and mixing water shall be used that will safely produce concrete of the strength required, in order to minimize heat of hydration and shrinkage in the concrete. PART 3 - EXECUTION 3.1 MIXING CONDITIONS: The concrete shall be mixed in quantities required for immediate use, and any concrete which is not in place within thirty (30) minutes after being discharged from the mixer shall not be used. Re -tempering of concrete will not be permitted. Concrete improperly mixed shall not be placed in the structure. Ready -mixed concrete will comply with the following requirements: A. Central mixed concrete shall be mixed completely in a stationary mixer and mixed concrete transported to the point of delivery in a truck agitator or in a truck mixer operating at agitator speed. B. Shrink -mixed concrete shall be partially mixed in a stationary mixer, and the mixing completed in a truck mixer. C. Transit -mixed concrete shall be completely mixed in a truck mixer. D. Mixers and agitators shall be operated within the limits of capacity and speed of rotation as designated by the manufacturers. E. When a stationary mixer is used for partial mixing of the concrete, the mixing time in the stationary mixer may be reduced to the minimum required to intermingle the ingredients (about 30 seconds). F. When a truck mixer is used either for complete mixing or to finish partial mixing in a stationary mixer, each batch of concrete shall be mixed not less than 50 nor more than TBC#01.15116.00 2016-08-01 033053-6 360 EXHIBIT 3 CAST IN PLACE CONCRETE —AQUATIC 100 revolutions of the drum or blades at the rate of rotation designated by the manufacturer of equipment as mixing speed. Additional mixing, if any, shall be at the speed designated by the manufacturer of the equipment as agitating speed. G. Delivery of concrete to the site of the work and its discharge from the truck mixer, agitator or non -agitating equipment shall be completed within the time limits shown in the following table, after the introduction of the mixing water to the cement and aggregates, unless otherwise authorized by the Engineer. TEMPERATURE -TIME REQUIREMENTS Concrete Temperature (at point of placement) Maximum Time (No retarding agent) Minutes Maximum Time' (With retarding agent) Minutes Non -Agitated Concrete All Temperature 30 45 Agitated Concrete Above 90 degrees F. 45 752 Above 75 degrees F through 90 degrees F 60 90 75 degrees F and below 90 120 'Normal dosage of retarder 2Slump and concrete temperature can be maintained within longer limits when using retarding admixtures or hydration -control admixtures. H. All transit mix delivery tickets shall have the time of departure from the plant as well as water, cement, aggregates and admixture contents. Hand mixing of concrete will not be permitted. 3.2 FORM WORK: The Contractor shall provide forms that will produce correctly aligned concrete. The centering shall be true and rigid, and thoroughly braced both horizontally and diagonally. The forms shall be sufficiently strong to carry the dead weight of the concrete as a liquid without deflection, and tight enough to prevent leakage of mortar. For exposed interior and exterior concrete surfaces of columns and walls, plywood or other approved forms, thoroughly cleaned and tied together with approved corrosion resistant devices shall be used. Rigid care shall be exercised in seeing that all poured walls and columns are plumb and true and thoroughly cross -braced to keep them so. Beveled strips shall be provided in form angles and in corners of column and beam boxes for chamfering of corners where shown on drawings or directed by the Engineer. The inside of the forms shall be coated with an approved oil or thoroughly wetted. Oil shall be applied before reinforcement is placed. . Temporary openings for cleaning and inspection shall be provided at the base of vertical forms and other places where they are necessary. Forms may be removed at the following minimum times. T BC#01.15116.00 2016-08-01 033053-7 361 EXHIBIT 3 CAST IN PLACE CONCRETE — AQUATIC *Over 95 degrees F 70-95 Degrees F 60-70 degrees F 50-60 degrees F Below 50 degrees F Walls 5 days 1 day 2 days 3 days Do not remove Columns 7 days 2 days 3 days 4 days forms until site Beam 10 days 4 days 5 days 6 days cured test cylinder Structural Slabs Over 5" thick 10 days 5 days 6 days 7 days develops 50% of required compressive strength *Where exposed surfaces of concrete can be effectively sealed to prevent loss of water, these times may be reduced to the 70-95 degrees F. time. A. FORMING OF CHANNELS: Forming for channels or gutters for pools or decks shall be true to plan dimension with parallel sides and ledges. Channel placed without parallel sides shall be removed and replaced per this specification. The use of polystyrene or polyurethane foam channel forms may be required by the Plans or Special Provisions. If so specified, the Contractor does not have the prerogative of substituting other methods. The foam forms shall be secured on grade so they are not dislodged or buoyed by placement of concrete. 3.2 DEPOSITING CONCRETE: A. Before placing concrete, thoroughly clean the forms of wood chips, shavings or other debris. Do not deposit concrete in standing water. Before placing new concrete on or against concrete which has acquired its initial set, retighten forms, roughen hardened surfaces, clean off foreign matter and laitance, and saturate with water. Immediately before depositing new concrete, coat the contact surface with neat cement grout. B. Concrete shall be deposited, when practicable, in its final position without segregation, rehandling, or flowing. When possible, concreting shall be continuous until the section is complete. Concrete shall be spaded and vibrated with approved mechanical vibrator to maximum subsidence, without segregation, and adjacent to forms and joints. When stoppage of concreting operations occurs for any reason, construction joints shall be placed either horizontally or vertically as needed, provided with keys to resist shear, and dowels to develop bond. Before concreting operations are resumed, the surface of the concrete shall be cut or chipped to remove all laitance and expose the aggregate. C. Water accumulating during placing shall be removed. Concrete shall not be deposited in such accumulations. Conveying and chuting of concrete shall be done only with equipment which will insure a continuous flow without segregation. Concrete without super plasticizer admixtures shall not be dropped more than five feet without a tremie or "elephant trunk". Super plasticized concrete may be dropped (free fall) from a height of 15 feet or less. D. In threatening weather, which may result in conditions that will adversely affect the quality of the concrete to be placed, the Engineer may order postponement of the work. Where work has been started and changes in weather conditions require protective measures to be used, the Contractor shall furnish adequate shelter to protect the concrete against damage from rainfall or damage due to freezing temperatures. No concrete shall be placed without the approval of the Engineer when air temperature is at or below 40 degrees F. (taken in the shade away from artificial heat) and falling_ If authorized by the Engineer, concrete may be placed when the air temperature is at 35 degrees F. and rising. TBC#01.15116.00 2016-08-01 033053-8 KBYA EXHIBIT 3 CAST IN PLACE CONCRETE —AQUATIC E. Expansion/isolation joints shall be of the type and size shown on the plans. Saw joints shall be made in floor slabs wherever noted. The saw joints shall be 1/8 inch in width and 3/4" in depth minimum. The saw shall be carefully guided to produce straight lines without overcut beyond limits prescribed. Sawing shall commence immediately upon final set of the concrete when it can be done without raveling the green slab. Any areas designated on the plans for colored or coated floors shall be so treated in accordance with other Sections of these specifications and in accordance with the manufacturer's specifications as approved by the Engineer. G_ FINISH FOR SIDEWALK, DECKS, AND DRIVES: Sidewalks, decks, and driveways will receive a light broom finish after leveling with a wooden float. Radius all exposed edges of slabs on grade. Unless otherwise shown on Plans, saw one -eighth inch wide by one inch joints on 15-foot centers each way before concrete is 48 hours old. H. FINISH FOR WALLS, COLUMNS OR OTHER STRUCTURES: If no other specific finish is shown, the contractor shall, immediately upon removal of forms, rub all exposed structural concrete with a grout mixture and stiff wire brush to fill honey combing, tie indentations, form marks or other surface imperfections and render a uniformly textured and colored surface. Unless they are to receive further treatment such as plaster, tile or paint coatings, walks, decks, floors and vertical surfaces shall be sprayed with an approved curing compound to retard evaporation of water if spraying is not objectionable because of subsequent finish. Curing operations shall begin as soon as the concrete has attained initial set. All materials and facilities for curing concrete shall be on hand and ready for use before concrete is placed. Concrete shall be protected from freezing temperatures for a minimum of five days after placement. J. Polyethylene vapor barrier, if shown on the plans, shall be 6 mil thickness, fungi resistant sheets fastened with adhesive backed polyethylene tape. Seal tightly against penetrations. Seal all punctures with tape before placing concrete. K. TEST ON CONCRETE: One set of three test cylinders shall be made by the Contractor for compressive strength tests performed by an approved independent testing laboratory (all at the expense of the Owner) for each thirty (30) cubic yard lot or a minimum of one set for each days pour. Slump tests shall be made on each batch tested in accordance with ASTM designation C-143. Each of the test cylinders shall be tested at 7 days and 28 days for compressive strength. The Contractor shall coordinate tests with the Owner's designated laboratory. The contractor shall code the cylinders and correlate the samples with specific concrete placements in a written log provided to the Engineer. If the average strength of the laboratory control cylinders for any portion of the structure falls below compressive strength required for the design, the Engineer shall order further standard ASTM test procedures be performed at Contractor's expense upon concrete sections in question. Should these further tests indicate that any concrete does not meet the requirements of these specifications, the concrete shall be removed and replaced with acceptable concrete by the Contractor and at Contractor's expense. Copies of reports of all tests shall be furnished to the Engineer and Contractor as soon as available. Tests on concrete shall conform to the following applicable ASTM designations: ASTM C-173 or C-231 Air Content of Freshly Mixed Concrete. ASTM C-172 Standard Method of Sampling Fresh Concrete. ASTM C-143 Standard Method of Slump Test. TSC#01.15116.00 2016-08-01 033053-9 KIN EXHIBIT 3 CAST IN PLACE CONCRETE —AQUATIC ASTM C-39 Standard Method of Test for Compressive Strength of Molded Concrete Cylinders. ASTM C-31 Standard Method of Making and Curing Concrete Compression and Flexure Test Specimen in the Field. PART 4 — POST INSTALLATION 4.1 PROTECTION OF THE WORK: Protect the work from freezing, from rainfall, blowing dust or other natural hazards. The Contractor is responsible for protecting from acts of vandalism from the time concrete is placed until the project is completed and accepted by the Owner. Remove any graffiti or other defacing of concrete. 4.2 MEASUREMENT: The concrete quantities of the various classifications which constitute the completed and accepted structure will not be measured unless otherwise noted in the proposal, but will be considered as a part of the lump sum payment for the item constructed. If noted on the plans or in the Special Provisions measurement will be by the cubic yard in place or by square footage. 4.3 PAYMENT: All concrete shall be considered as a part of the lump sum price bid for the various items of construction. The lump sum price shall include full compensation for furnishing, hauling, and mixing all concrete materials; placing, curing, and finishing all concrete; all grouting and pointing; furnishing and placing all drains, forms, and falsework, labor, tools, equipment, and incidentals necessary to complete the work. TBC#01.15116.00 2016-08-01 END OF SECTION 03 30 53 03 30 53 - 10 364 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 03 37 19 PNEUMATICALLY APPLIED CONCRETE FOR SWIMMING POOLS (SHOTCRETE) PART 1-GENERAL 1.1 A. Conditions of the Contract: The conditions of the Contract (General, Supplementary and other Conditions) and the General Requirements are hereby made a part of this Section. Protect the work of others before proceeding with shotcrete installation. B. Scope: This section shall govern the furnishing and placing of pneumatically placed concrete "gunite" or "shotcrete" for the pool shell. The term "Guniten is an old trade name for a sand -cement mixture delivered by a compressed air device. The term "shotcrete" will be used herein and shall apply to the wet -process or the dry -process of pneumatically placed concrete. C. Processes: Wet process shotcreting, according to ACI 506R 05 shall be deemed to meet the requirements of this section. In some circumstances, conventional formed and placed concrete may be used with permission of the Engineer in writing. In order to acquire this approval, the contractor must provide details to scale for approval of the engineer showing placement of all joints, water stops, and deviations in the plan dimensions necessary to accommodate poured -in -place methods. 1.2 Cracking in concrete structures for aquatic structures shall be reported immediately to the Engineer. PART 2 — PRODUCTS A. Materials: 1) Cement: Portland Cement ASTM C 150, Type 1. 2) Water: Potable fresh water shall be used for mixing as well as for curing. ASTM C1602. 3) Normal Weight Aggregate: conforming to ASTM C 33 meeting the following gradation: Sieve Size Per Cent by Weight Passing '/2" 100 318" 90-100 No. 4 70-85 No. 8 50-70 No. 16 35-55 No. 30 20-35 No_ 50 8-20 No. 100 2-10 B. Reinforcement: Bar reinforcement shall conform to the requirements of ASTM A615 and to Specification "Metal Reinforcement". Synthetic or glass fiber reinforcement if called for TBC#01.15116.00 2016-08-01 03 37 19-1 365 EXHIBIT 3 PNEUMATICALLY APPLIED CONCRETE FOR SWIMMING POOLS (SHOTCRETE) in Job Specifics or other special provisions to these specifications shall conform to ASTM C1116. If allowed, synthetic fiber shall be as specified in Section 03 30 53. C. Bar Chairs: Bar chairs shall be nylon chairs of the prescribed height with a horseshoe shaped clip to grasp the reinforcing steel and a nylon plate to bear on the soil. Steel `spiders' are permitted if they are furnished with plastic bearing plates to prevent them from being pressed into the soil. D. Admixtures: 1) Water reducing admixtures: Conforming to ASTM C1141. 2) Air entraining admixtures: Meeting the requirements of ASTM C 1141. 3) Products shall be as manufacturered by BASF Corporation or equal. E. Fly ash or pozzolans (by permission of the engineer only): ASTM C618. 3. EXECUTION: Experience: Crew foreman shall have demonstrated proficiency at all crew positions and a minimum of 3,000 hours as a nozzleman. Pneumatic concrete nozzle operator (gunman) shall have a minimum of 3,000 hours experience in pneumatic concrete installation as a nozzleman. Conditions: No work shall be done without the permission of the Engineer when the temperature is lower than 40 degrees F. After placement, the concrete shall be protected from freezing or quick drying. ACI 305.1 Hot Weather Concreting and ACI 306.1 Cold Weather Concreting are incorporated into this section by reference. Do not apply shotcrete in standing water or during rain or when rain is forecast before the work can be completed. Safety: All workmen shall be required to wear appropriate clothing, gloves, boots, eye and head protection on the work site. Protect skin from contact with cement. Contractor shall provide adequate ventilation in confined spaces to remove cement dust or mists. A. Proportioning and Mixing: Unless otherwise specified, the pneumatically placed concrete shall be proportioned as follows: 1) Slump -Maximum 3 inches, minimum 1-112 inches at the pump. 2) Cement - Seven 90 lb. bags per cubic yard (630 lbs. minimum) 3) Compressive strength at 28 days: 4,000 psi (ASTM C 42). 4) Air entrainment: 7% measured at the pump +I-1-112% No water shall be added to the mix after mixing and before using the gun. Mixed material that has stood for 45 minutes without being used shall be rejected and no remixing or tempering will be permitted. B. Equipment: 1) Equipment shall be used that is designed for wet shotcreting. 2) Guns: Either pneumatic feed guns or positive displacement guns are permitted. Modified dry shotcrete equipment shall not be used. 3) Compressor: The compressor shall maintain a supply of clean, oil -free air sufficient for delivering shotcrete at 105 scfm at 100 psi at the air ring for positive displacement blowers or as required by the size of the nozzle employed for pneumatic feed guns. Required capacity of compressor and operating pressures are shown in Table 2 for the various nozzle sizes. Steady pressure must be maintained throughout the placing process. TBC4 01.15116.00 2016-08-01 033719-2 366 EXHIBIT 3 Is] n C PNEUMATICALLY APPLIED CONCRETE FOR SWIMMING POOLS (SHOTCRETE) Table 2 - Compressor Capacities Compressor Capacity Hose Diameter Maximum Size of Nozzle Tip Operating Air Pressure Available cu. ft. per Min. Inches Inches psi 250 1 3/4 40 315 1-1/4 1 45 365 1-1/2 1-1/4 55 500 1-5/8 1-1/2 65 600 1-3/4 1-5/8 75 750 2 1-3/4 85 The values shown in Table 2 are based on a hose length of 150 ft. with the nozzle not more than 25 ft. above the delivery equipment. Operating pressures shall be increased approximately 5 psi for each additional 50 ft. of hose and approximately 5 psi for each 25 ft. the nozzle is raised. 4) Mixing equipment: Weight batching methodology shall comply with accuracy specified with ASTM C94. Ready -Mix trucks and on -site batch plants with a capacity of greater than nine cubic yards are permissible. Hand mixing will not be permitted. 5) Hoses: Material hoses shall be abrasion resistant, non -collapsible, and flexible designed for the operating pressures expected from the compressor. Hoses shall have safety chains or cables at couplings to prevent hose -end whipping if couplings break loose. 6) Nozzles: Nozzles shall be wet -mix nozzle design. Rebound: Rebound or segregated materials in the pool must be removed and not incorporated into the structure. Appurtenances: Contractor shall coordinate the installation of light niches, steps, anchors, sleeves, drains, and other appurtenances. These fixtures shall be set in as the concrete is placed or blocked in for later installation. Chipping out after the concrete is set shall not be allowed. The back side of all such appurtenances shall be encased or anchored in shotcrete at least the normal depth of the wall or floor thickness. Placing and Finishing: 1) Surface preparation: Prepare surfaces to line and grade. Do not apply shotcrete to frozen surfaces. Before the concrete is placed the pool area shall be compacted uniformly and thoroughly and brought to a uniform moist condition. 2) Reinforcement: Reinforcement shall be supported properly throughout placement of concrete using wire chairs or plastic chairs made for this purpose and tied such that displacement does not occur due to workmen walking on the mat or through gun nozzle pressure. Bar chair spacing shall not exceed 36 inches center to center each way. Bars shall be held off the earth wall at least two inches clear distance. 3) Grade and alignment: Pneumatically placed concrete shall be placed in accordance with the details and to the dimensions shown on the plans. Set taut wire or fine fishing line at the top inside edge of proposed finished wall and intermediate lines as necessary to control vertical faces and meet tolerances. Set taut wire at each grade break and at twenty foot centers each way across floor to insure proper slope and thickness. If wire cannot be used due to shape or changes in slope, set removable depth gage stakes on the floor of the pool for thickness control at no more than 20-foot spacing. TBC# 01.15116.00 2016-08-01 033719-3 367 EXHIBIT 3 PNEUMATICALLY APPLIED CONCRETE FOR SWIMMING POOLS (SHOTCRETE) 4) Gun application: Hold the nozzle between 2-feet and 6-feet from the receiving surface and rotate in a small circular motion, never back and forth. Direct the nozzle as much as possible at an angle perpendicular to the receiving surface but never more than 45- degrees from the perpendicular. Shooting at an angle increases rebound_ Proper consistency shall be controlled at the nozzle valve by the operator and a low water - cement ratio must be maintained. The application of concrete through the nozzle shall be in uniform layers free of sand lenses or other inconsistencies. Areas too dry or too sandy shall be scooped from the pool immediately. The mixture shall be wet enough that it does not cling to the front (gun side) of the reinforcing steel bar but rather clings to the rear of the bar and does not allow voids, shadows or sand pockets behind the bar. For wall thicknesses greater than 6-inches, begin walls at the bottom, thoroughly encasing the reinforcing steel for the full thickness of the wall and then working up the wall holding the nozzle at 45-degree downward angle or less while maintaining a 45- degree inclined bench. The mix shall be sufficiently dry so that it will not sag or fall from vertical or inclined surfaces or separate in horizontal work. Shoot corners first to build up shotcrete in the corners and then work away from the corners preventing a buildup of rebound or overspray. The original surface and each surface which is permitted to harden before applying succeeding layers shall be washed with water and air blast or a stiff hose stream, and loosened material removed. Sand which rebounds and does not fall clear of the work or which collects on horizontal surfaces shall be blown off from time to time to avoid leaving sand pockets. Concrete shall not be applied to a surface containing frost or ice. Where standing or running water is encountered it shall be removed before applying the concrete. 5) Shaping: Shaping shall be by removal only with a hand tool. No shovel maneuvering or hand placement to 'build up' shotcrete will be permitted. 5) Construction joints: When it is necessary to stop work in one area for an extended period of time (e.g., overnight for a large project), stop the shotcrete edge on a one-to- one slope and do not smooth the surface. Shooting may resume the next day on the sloped edge. 6) Waterstops: Where flexible waterstops are required on the plans, secure the edges of the waterstop with wire to the reinforcing steel cage so that the waterstop cannot be deflected over by the force of the shotcrete gun_ 7) Finishes: The placed concrete shall be struck off with a screed or float to an even line, grade and smooth radius. The surfaces of the pneumatically placed concrete shall be given a coarse brush finish to insure proper plaster bonding before the concrete has obtained its initial set. The pool is to receive a paint finish. The final surface must be smooth and without voids. After screeding and initial set, shoot a wet 1/4-inch flash coat with sand aggregate and no coarse aggregate applied at low volume from 8-feet to 12-feet away from the surface. Use a rubber float to finish the surface. Form lines, pin or bug holes, tie wires holes and other perfections shall be rubbed out from the surface. F. Tolerances: 1) Floors: Floors shall be placed to the depths, lines and dimensions shown on the plans plus or minus 1-inch. Floors shown to be planar shall not vary more than (+1-)114-inch from a 10-foot straight edge. 2) Walls: Tolerances for pool dimensions shall be maintained as follows. TBC# 01,15116.00 2016-08-01 033719-4 368 EXHIBIT 3 PNEUMATICALLY APPLIED CONCRETE FOR SWIMMING POOLS (SHOTCRETE) Course Length Top 36" below water Variance between end walls length all lanes Club Level (Default) +1-1" No more than'/2" +1_ from plumb Competition Level (If +'/" No more than 114" + 1/4' noted) from plumb Playground or Plan: +1- 2" variation playpools (free form) from plan dimension in any direction. Walls: Not more than 10* from vertical. Accessible Ramps; Slopes may not exceed 1:12; landings not more than 1/4" per foot zero depth entries slope. Steps/stairs Not more than'/" from riser height shown on plans; treads must be level side to side and front to back within 1/4" Diving wells There shall be no incursion into the required diving well envelope at all. NOTE: In laying out pool concrete dimensions allow 3/8-inch for plaster thickness on each end if plaster finish is specified. G. Curing: Immediately following the finishing operation, the shell shall be cured by frequent moisture application using misting spray nozzles for a period of not less than 7 days from completion of concrete placement. Maintain an air temperature over the surface of 40 degrees F. or higher during curing. Soaker hoses, wet mats or misters are acceptable for this purpose. Curing compounds which could interfere with the bonding of paint, plaster or other finishes may not be used. H. Testing: If required by the Owner; the Contractor shall prepare 24-inch square by 5-1/2- inch deep plywood backed forms in which the concrete placement crews shall "shoot" concrete representative of the mix being placed into the pool shell. Test slabs for pneumatically placed concrete shall be shot with the same air pressure and nozzle tips as the pneumatically placed concrete. One slab shall be cast at the end of the first hour and then one more slab every three (3) hours of shooting thereafter each day of the operation. Concrete slabs shall be allowed to set for 24 hours and then transported to the laboratory. The Contractor shall code mark the individual slabs and correlate in a log the location in the pool which each coded slab represents. This log shall be forwarded to the Engineer following the concrete placement. The Contractor shall have the slabs picked up by its testing laboratory which, in turn, shall moisture cure the slabs and cut cores from the slabs. Test two cores each for compressive strength at 7, 14, and 28 days (a total of six (6) breaks per test slab) in accordance with ASTM testing procedures. Keep the slab for an additional 60 days after the last set of cylinders are broken. Acceptable Testing Results: The average of all concrete cores tested from any one test slab shall have a minimum compressive strength of 4,000 psi at 28 days. Should the average of 28-day old core breaks fall more than five (5) percent below the 4,000 psi required at 28 days, the Contractor, at his own expense, shall core that part of the in -place shell represented by the failing cores and identified by the Engineer in accordance with ASTM C42. One core shall be cut and tested for each 500 square foot of pool bottom slab area affected but not less than four (4) cores. The cores shall be taken in locations TBC# 01.15116.00 2016-08-01 033719-5 369 EXHIBIT 3 PNEUMATICALLY APPLIED CONCRETE FOR SWIMMING POOLS (SHOTCRETE) including floors and walls directed by the Engineer distributed across the area of the pool. If these field cores break at an average compressive strength of 4,000 psi (even though the cores have aged more than 28 days since placement) they shall be presumed to meet strength requirements herein. PART 4 — POST CONSTRUCTION A. REMEDIATION: Pools or portions of the pool including wall, steps, floors and ramps, failing to meet compressive strengths, finishes, or dimensional requirements specified shall be removed to the limits determined by the Engineer and replaced, all at the expense of the Contractor. No additional compensation will be due the Contractor for lost time or other incidental damage to tile, pipe, skimmers, gutters or other appurtenances caused by the tear out and replacement. B. MEASUREMENT: The concrete quantities of the various classifications which constitute the completed and accepted structure will not be measured unless otherwise noted in the proposal, but will be considered as a part of the lump sum payment forthe item constructed. If noted on the plans or in the Special Provisions measurement will be by the cubic yard in place. C. PAYMENT: All concrete shall be considered as a part of the lump sum price bid for the various items of construction. The lump sum price shall include full compensation for furnishing, hauling, and mixing all concrete materials; placing, curing, and finishing all concrete; all grouting and pointing; furnishing and placing all drains, forms, and falsework, labor, tools, equipment, and incidentals necessary to complete the work. TBC# 01.15116.00 2016-08-01 END OF SECTION 03 37 19 033719-6 370 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 03 50 00 SWIMMING POOL DECKS PART 1-GENERAL 1.1 This section shall govern the furnishing of all labor, materials, tools, plant, performing all operations required to install all cast -in -place concrete and reinforcing steel for swimming pool decks as indicated on the Plans and its placement in the work. 1.2 Install concrete substrate without the addition of calcium chloride in any form. Air entraining admixtures and water reducing agents are acceptable but no other additives are permitted. 1.3 Refer to Section 03 30 53 for additional information. PART 2 — PRODUCTS 2.0 BACKING RODS A. Oakum and Rope Fiber- hand-picked, free of oil and grease. B_ Foam Plastic - backer rod similar to Sonneborn's pre -mounded polyurethane "Sonofoam". 2.1 CAULKING SEALANTS A. Primer- as recommended by caulking compound manufacturer. B. Polysulfide Polymer Sealant - Thiokol, meeting Fed. Spec. TT-S-00230, liquid, single component (noted "Sealant" on Drawings). C. Butyl Caulking - "Weatherban" by 3M Co. (noted "caulking" on Drawings). D. Polyurethane Sealant - Tremco Vulkem 116 for immersion or deck service. Equal products to those listed above as manufactured by 3M Co., G.E. Thiokol Co., DeWitt, Pecora, Tremco, Sonneborne as acceptable. Submit products in writing for approval before installing. Colors to be selected by Owner 2.2 DRAINS: A. PREFABRICATED EXTRUDED PLASTIC: Deck drainage, where shown, shall be U- shaped channel with cover, interlocking section with end caps, complete with top heel proof grating with anchoring and locking devices. Flowmaster 3 Commercial Stegmeier Corp 1111 West Harris Rd Arlington, Tx 76001 800.382.5430 Color to be selected by Owner from stock three (3) standard colors. Contractor to submit color charts for the Owner's selection. B. PREFABRICATED FIBER REINFORCED PLASTIC: Trench drains for the beach entry shall be bolt -together sections of FRP plastic. Grating for trench drain shall be: TBC# 01.15116.00 2016-08-01' 035000-1 371 EXHIBIT 3 SWIMMING POOL DECKS Polymer (GPM) Grating — Style #2 12" gross width Natare Corporation 5905 West 741h Street Indianapolis, Indiana 46278 800.336,8828 Furnish with Lawson Aquatics FRP 12" wide (9" clear span) x 17" deep prefabricated trench gutter. Gel coated interior. Drop out nozzles per plan. Color to be white. 2.3a STENCIL FINISH: Not used on this project. 2.3b ACRYLIC EMULSION COATING: Not used on this project. 2.3c CEMENTITIOUS FLOOR AND DECK COATING: Not used on this project. PART 3 — EXECUTION 3.0 Deck concrete shall be Class 'A' and decks will receive a light broom finish after leveling with a wooden float. Radius all exposed edges of slabs on grade with a'/2-inch radius edge tool. Unless otherwise shown on Plans, saw one -eighth inch wide by one inch joints on 15-foot centers each way before concrete is 48 hours old. 3.1 DECK DRAINAGE: A. PREFABRICATED TRENCH DRAIN: Manufacturer shall furnish drawings and written instructions. Contractor shall abide by written instructions of the manufacturer. Grade is crucial; allow no birdbaths or hollows. Use installation chairs or brackets to brace the channel on litre and grade during concrete deck installation. Note that flotation can occur if the channels are not adequately prevented from floating. Finish deck neatly to the edge of the preformed drain and remove excess concrete. The concrete deck shall match perfectly along both sides of the full length of the drain trench. Slope grating to match pool or deck cross slopes. Run all buried plumbing lines and fittings as per plans. Refer to plans for size and type. Protect all completed work. Store and protect all equipment in original shipping containers. Sea[ over drain grating during deck coating and painting operations. Clean cement or paint from completed drains. Clean all debris from drain channel and flush pipes. B. CAST IN PLACE TRENCH: Not used on this project. 3.2 STENCIL APPLICATION: Not used on this project 3.3 CAULKING A. All joints shall be carefully cleaned of all dust, oil, grease, water frost, or other materials which would impair or prevent sealing. B. Prime joints using primer recommended by sealant manufacturer. C. Sub -caulk back sealant with oakum or yarn (except for fillet joints) for general use. Back control joints, expansion joints and joints requiring sealant with foam plastic. D. Weather - Do not caulk during damp or inclement weather. Temperature of air and materials shall be above 40 degrees F. TBC# 01.15116.00 2016-08-01 035000-2 372 EXHIBIT 3 SWIMMING POOL DECKS E. FILLER: Joints and spaces deeper than 314" shall be filled with back up material to within 314" of surface before caulking. F. BACK-UP: Back up material shall be compressed to 50% of its original volume at time of installation to provide a positive contact between all surfaces. Thicknesses of back up material shall be adjusted with size of joint- G. APPLICATION: Apply caulking compound with pressure gun having correct size nozzle to fit into joint. Fill solidly and smooth without voids and thin edges, and in a manner to prevent air entrapment. Finish joint shall show a neat clean bead. Do not overfill or crown joints. H. TIMING: All caulking shall be done a minimum of 3 weeks in advance of painting. I. WORKMANSHIP: Use proper size nozzle on caulking gun. Force joint full, and neatly point surface with beading tool and leave smooth and water tight. Remove excess materials and clean adjacent surfaces immediately. Strictly follow printed directions of sealant manufacturer. In general, the depth of sealant joint shall be one-half its width. Carefully control depth with foam plastic and prevent bond with back of joint. J. TYPE OF CAULKING OR SEALANT TO USE: Use Thiokol or Tremco urethane where joint is exposed directly to water with no or little protection and where "sealant" is noted on the Drawings. Use butyl for general use where joint is well protected from elements or appreciable quantities of moisture. K. FIELD CONTROL: Cure as recommended by the manufacturer. Protect from foot traffic or rolling equipment. 1. Visually inspect joints after 30 days. 2. Replace joints with evidence of bonding failure, excessive shrinkage, cracking, pitting or improper cutting. L. CLEAN UP: Upon completion of the work, all caulking and sealing compounds shall be removed from surrounding areas and all joints checked for water tightness and touched up as required. PART 4 — PAYMENT/CLOSE OUT 4.1 WARRANTY: The manufacturer shall provide a one year unconditional warranty against all defects in workmanship and materials for a period of one year from shipment in the manufacture of these components. This warranty is in addition to the Contractor's warranty provided under this contract. 4.2 WARRANTY: The surface shall not delaminate or significantly or unevenly fade or discolor. The finish shall be subject to the project warranty against defects in labor and materials for a period of one (1) year from date of final acceptance of the total project by the owner. Should re -finishing be required within the one year warranty period due to defects in the original installation, the warranty shall be extended for one (1) year from the date of completion of the repair work 4.3 PAYMENT: Unless specific pay items are provided in the forms of proposal, the installation of concrete deck is to be considered subsidiary to other pay items. Payment under this section shall include protection of other work, clean up, and protection of the work when completed. TBC# 01.15116.00 2016-08-01 END OF SECTION 03 50 00 035000-3 373 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 03 62 13 NON -SHRINK GROUT PART 1 — GENERAL 1.1 Summary A. This section shall govern the furnishing of all labor, materials, tools, performing all operations required to install all non -shrink grout as indicated on the plans and its placement in the work. Work includes: 1. Non -shrink grout around wall penetrations. 2. Non -shrink grout under base plates. 3. Grouting swimming pool floor and wall fittings and drain boxes. B. The Contractor shall be responsible for the installation and execution of works described in the performance specification PART 2 — PRODUCTS 2.1 Non -Shrink Grouts A. BASF MASTERFLOW 713 PLUS. High -precision nonshrink mineral -aggregate grout BASF Construction Chemical, LLC-Building Systems 889 Valley Park Drive Shakopee, MN, 55379 800-243-6739 B. SikaGrout 212 Sika Corporation 201 Polito Avenue Lyndhurst, NJ, 07071 201-933-8800 C. Other Non -Shrink Grouts may be approved by the Project Engineer that meet the following specification. 1. 28 Day compressive strength: 7,500 psi (62 MPa) 2. The grout when tested in accordance to ASTM C- 827 shall not exceed shrinkage of 1 % 3. The Non -shrink grout shall conform to ASTM C- `1107 PART 3 — EXECUTION 3.1 Surface Preparation A. Steel surfaces must be free of dirt, oil, grease, or other contaminants. B. The surface to be grouted must be clean, saturated surface -dry (SSD), strong, and TBC# 01.15116.00 2016-08-01 036213-1 374 EXHIBIT 3 Non -Shrink Grout roughened to a CSP of 5 — 9 following ICRI Guideline 03732 to permit proper bond. For freshly placed concrete, consider using a bonding agent to achieve the required surface profile. C. When dynamic, shear or tensile forces are anticipated, concrete surfaces should be chipped with a "chisel -point" hammer, to a roughness of (plus or minus) 3/8" (10 mm). Verify the absence of bruising following ICRI Guideline 03732. D. Concrete surfaces should be saturated (ponded) with clean water for 24 hours just before grouting. E. All freestanding water must be removed from the work surface immediately before grouting. F. Anchor -bolt holes must be grouted and sufficiently set before the major portion of the grout is placed. 3.2 Forming A. Forms should be liquid tight and nonabsorbent. Seal forms with putty, sealant, caulk, or polyurethane foam as necessary. B. Moderately sized equipment should utilize a head form sloped at 45 degrees to enhance the grout placement. A moveable head box may provide additional head at minimum cost. C. Side and end forms should be a minimum 1" (25 mm) distant horizontally from the object grouted to permit expulsion of air and any remaining saturation water as the grout is placed. D. Leave a minimum of 2" (51 mm) between the bearing plate and the form to allow for ease of placement. E. Use sufficient bracing to prevent the grout from leaking or the forms from moving. Eliminate large, non -supported grout areas wherever possible. G. Extend forms a minimum of 1" (25 mm) higher than the bottom of the equipment being grouted. 3.3 Temperature A. For nonshrink grouting, store and mix grout to produce the desired mixed -grout temperature based upon ambient temperatures and jobsite conditions. Recommended Temperature Guidelines for Nonshrink Grouting MINIMUM °F(-C) MAXIMUM °F(-C) Foundation and plates 50 (10) 80 (26) Mixing water 50 (10) 80 (26) Grout at mixed and placed temperature 50 (10) 80 (26) B. When grouting at minimum temperatures, see that foundation, plate, and grout TBC# 01.15116.00 2016-08-01 375 EXHIBIT 3 Non -Shrink Grout temperatures do not fall below 50' F (10' C) until after final set. Protect the grout from freezing (32' F or 0° C) until it has attained a compressive strength of 3,000 psi (20.7MPa) in accordance with ASTM C 109 3.4 Mixing A. Place estimated water into the mixer (use potable water only), then slowly add the dry grout. B. The water demand will depend on mixing efficiency and material and the ambient temperature. Use the minimum amount of water required to achieve the necessary placement consistency. Recommended flow is 25 -- 30 seconds or greater using the ASTM C 939 Flow -Cone Method. Before placing grout at ambient temperatures below 50' F (10* C) and above 80' F (26' C) C. Moderate size batches of grout are best mixed in one or more clean mortar mixers. D. Mix grout a minimum of 3 minutes after all material and water are in the mixer. E. Do not mix more grout than can be placed in approximately 10 minutes or less, depending on ambient temperatures. F_ Transport by wheelbarrow or buckets or pump to the equipment being grouted. Minimize the transporting distance. G. Do not retemper grout by adding water. H. For aggregate extension guidelines, refer to Appendix MB-10: Guide to Cementitious Grouting, 3.5 Application A. Place Non -Shrink Grout in a continuous pour. Discard grout that becomes unworkable. Make sure that the grout fills the entire space being grouted and remains in contact with the plate throughout the entire grouting process. B. Immediately after placement, trim the surfaces with a trowel and cover the exposed grout with clean wet rags. Keep the rags wet for 5 — 6 hours. C. The grout should offer stiff resistance to penetration with a pointed mason's trowel before the grout forms are removed or excessive grout is cut back. D. To further minimize the potential moisture loss within the grout, cure all exposed grout with an approved membrane curing compound (compliant with ASTM C 309 or preferably ASTM C 1315) immediately after the wet rags are removed. E. DO NOT VIBRATE GROUT. Steel straps inserted under the plate may be used to help move the grout. F. Do not place lifts more than 6" (152 mm) in depth. 3.6 Safety A. Product is alkaline on contact with water and may cause injury to skin or eyes. Ingestion or inhalation of dust may cause irritation. TBC# 01.15116.00 2016-08-01 036213-3 KW EXHIBIT 3 Non -Shrink Grout B. Avoid contact with skin, eyes and clothing. Prevent inhalation of dust and wash thoroughly after handling. In case of eye contact flush thoroughly with water for at least 15 minutes. In case of skin contact, wash affected areas with soap and water_ If any irritation persists, seek medical attention immediately. PART 4 — PAYMENT/CLOSE OUT 4.1 WARRANTY: The contractor shall provide a one year unconditional warranty against all defects in workmanship and materials for a period of one year from shipment in the manufacture of these components. This warranty is in addition to the Contractor's warranty provided under this contract. 4.2 WARRANTY: The finish shall be subject to the project warranty against defects in labor and materials for a period of one (1) year from date of final acceptance of the total project by the owner. Should re -finishing be required within the one year warranty period due to defects in the original installation, the warranty shall be extended for one (1) year from the date of completion of the repair work 4.3 PAYMENT: Non -Shrink grout is considered subsidiary to other bid items and no separate measurement or payment is to be made. Payment under this section shall include protection of other work, clean up, and protection of the work when completed. TBC# 01.15116.00 2016-08-01 END OF SECTION 03 62 13 036213-4 377 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 04 20 00 CONCRETE MASONRY S MANUFACTURED STONE PART 1 GENERAL 1.01 SECTION INCLUDES A. Concrete Block. B. Manufactured Stone Masonry Units C. Mortar and Grout. D. Reinforcement and Anchorage. E. Flashings. F. Lintels and shelf angles. G. Accessories. 1.02 REFERENCE STANDARDS A. ACI 530/530.1/ERTA - Building Code Requirements and Specification for Masonry Structures and Related Commentaries; American Concrete Institute International; 2011. B. ACI 530.1/ASCE 6/TMS 602 - Specification For Masonry Structures; American Concrete Institute International; 2008. C. ASTM A82/A82M - Standard Specification for Steel Wire, Plain, for Concrete Reinforcement; 2007. D. ASTM Al 53/A153M - Standard Specification for Zinc Coating (Hot -Dip) on Iron and Steel Hardware; 2009. E. ASTM A666 - Standard Specification for Annealed or Cold -Worked Austenitic Stainless Steel Sheet, Strip, Plate, and Flat Bar; 2010. F. ASTM All 064/A1064M - Standard Specification for Carbon -Steel Wire and Welded Wire Reinforcement, Plain and Deformed, for Concrete; 2013. G. ASTM C150/C150M - Standard Specification for Portland Cement; 2012. H. ASTM C207 - Standard Specification for Hydrated Lime for Masonry Purposes; 2006 (Reapproved 2011). I. ASTM C270 - Standard Specification for Mortar for Unit Masonry; 2012. J. ASTM C404 - Standard Specification for Aggregates for Masonry Grout; 2011. K. ASTM C476 - Standard Specification for Grout for Masonry; 2010. L. ASTM C780 - Standard Test Method for Preconstruction and Construction Evaluation of Mortars for Plain and Reinforced Unit Masonry; 2012. M. ASTM C979/C979M - Standard Specification for Pigments for Integrally Colored Concrete; 2010. 1.03 SUBMITTALS A. Product Data: Provide data for masonry units, fabricated wire reinforcement, and mortar. B. Samples: Submit four samples of stone units to illustrate color, texture, and extremes of color range. C. Manufacturer's Certificate: Certify that masonry units meet or exceed specified requirements. D. Confirmation submittal indicating strength of concrete masonry units. TBC PROJ# 01.15116.00 2016-08-01 04 20 00 - 1 378 EXHIBIT 3 1.06 QUALITY ASSURANCE UNIT MASONRY & MANUF. STONE A. Comply with provisions of ACI 530/530.1/ERTA, except where exceeded by requirements of the contract documents. 1.04 MOCK-UP (Not required) 1.05 DELIVERY, STORAGE, AND HANDLING A. Deliver, handle, and store masonry units by means that will prevent mechanical damage and contamination by other materials. PART 2 PRODUCTS 2.01 CONCRETE MASONRY UNITS - STANDARD UNITS A. Concrete Block: Comply with referenced standards and as follows: 1. Size: Standard units with nominal face dimensions of 16 x 8 inches and nominal depths as indicated on the drawings for specific locations. 2. Load -Bearing Units: ASTM C 90, lightweight, minimum compressive strength f"m 1500 psi. a. Hollow block, as indicated. 2.02 MANUFACTURED STONE MASONRY UNITS: PRESSURE FORMED A. Product: Eldorado Stone (www.eldoradostone.com) Country Rubble B. Color: To be selected. Provide actual samples for color selection C. Natural stone substitution: If the contractor desires to use natural stone the Owner may approve a natural stone veneer product as opposed to the manufactured stone. Provide samples of the stone for approval. 2.03 MORTAR AND GROUT MATERIALS A. Portland Cement: ASTM C150/C150M, Type 1. 1. For Typical Mortar and Masonry Grout: Gray 2. For Mortar at Face Brick and Pigmented Mortar: White 3. Hydrated Lime: ASTM C207, Type S. 4. Grout Aggregate: ASTM C404. 5. Mortar Aggregate: ASTM C144 B. Pigments for Colored Mortar: Pure, concentrated mineral pigments specifically intended for mixing into mortar and complying with ASTM C979. C. Water: Clean and potable. D. Moisture -Resistant Admixture: Water repellent compound designed to reduce capillarity. 1. Manufacturers: a. Tamms: Product, Hyddralite Plus b. Sonneborn Building Products: Product: Hydrocite Powder c. W.R. Grace: Product: Dry -Block d. Substitutions: See Section 01 6000 - Product Requirements. 2.04 REINFORCEMENT AND ANCHORAGE A. Manufacturers of Joint Reinforcement and Anchors: 1. Dur-O-Wal: www.dur-o-wal.com. 2. Hohmann & Barnard, Inc: www.h-b.com. 3. Masonry Reinforcing Corp. of America: www.wirebond.com. TB PROJ# 01.15116.00 2016-08-01 04 20 00 - 2 379 EXHIBIT 3 UNIT MASONRY & MANUF. STONE 4. Substitutions: See Div 00 - General Requirements. B. Reinforcing Steel: Type specified in Section 03 2000; size as indicated on drawings; galvanized finish. C. Single Wythe Joint Reinforcement: Ladder type; ASTM Al0641A1064M steel wire, hot dip galvanized after fabrication to ASTM A1531A153M, Class B; 0.1483 inch side rods with 0.1483 inch cross rods; width as required to provide not more than 1 inch and not less than 112 inch of mortar coverage on each exposure. 1. Manufacturers: a. bur-O-Wai; Product DIA 3100 - Truss: www.dur-o-wal.com, b. Hohmann & Barnard, Inc; Product 120 Truss -Mesh: www.h-b.com. c. Masonry Reinforcing Corporation of America; Product Series 300 -Truss: www.Wrebond.com. d. Substitutions: See Div 00 - General Requirements. D. Masonry Veneer Anchors: 2-piece anchors that permit differential movement between masonry veneer and structural backup, hot dip galvanized to ASTM A 1531A 153M, Class B. 1. Anchor plates: Not less than 0.075 inch thick, designed for fastening to structural backup through sheathing by two fasteners, provide design with legs that penetrate sheathing and insulation to provide positive anchorage. 2. Wire ties: Triangular shape, 0.1875 inch thick. 3. Vertical adjustment: Not less than 3-112 inches. 4. Manufacturers: a. Hohmann & Barnard, Inc; Product DW-10 Vee Wall Tie: www.h-b.com. b. Masonry Reinforcing Corporation of America; Product Type III Anchor: www.wirebond.com. c. Substitutions: See Div 00 - General Requirements. 2.06 (LASHINGS A. Flashing: Through-wallo and flexible flashing as specified in Section 07 2500 and 07 6200. B. Copper/Glass Fabric Flashing: 3 oz/sq ft copper sheet bonded to fiber reiinforced asphalt treated glass fabric. Provide Copper Fabric Flashong by York Manufacturing, Inc., www.yorkmfg.com C. Rubberized Asphalt Flashing: Self -adhering polymer modified asphalt sheet; 40 mils (0.040 inch) minimum total thickness; with cross laminated polyethylene top and bottom surfaces. 1. Manufacturers: a. Dur-O-Wall; Product Dur-O-Barrier. b. Protecto Wrap, Product: Protecto Flash Building Tape. 2.06 ACCESSORIES A. Preformed Control Joints: Rubber material. Provide with corner and tee accessories, fused joints. B. Joint Filler: Closed cell polyurethane:; oversized 50 percent to joint width; self expanding; 112 inch wide x by maximum lengths available. C. Cavity Mortar Control: Semi -rigid polyethylene or polyester mesh panels, sized to thickness of wall cavity, and designed to prevent mortar droppings from clogging weeps and cavity vents and allow proper cavity drainage. 1. Mortar Diverter: Semi -rigid mesh designed for installation at flashing locations. a. Manufacturers: 1) Advanced Building Products Inc: www.advancedflashing.com. 2) Mortar Net USA, Ltd: www.mortarnet.com. 3) Substitutions: See Div 00 - General Requirements. D. Weeps: Polyester mesh or polypropylene honeycomb 1. Manufacturers: TBC PROJ# 01.15116.00 2016-08-01 04 20 00 - 3 380 EXHIBIT 3 UNIT MASONRY & MANUF. STONE a. Mortar Net Solutions; Mortar Net Weep VentsNone - NIA: www.mortarnet.com. b. Dur-O-Wall. C. Hoffman & Barnard E. Cavity Vents: Polyester mesh or polypropylene honeycomb. Manufacturers: a. Dur-O-Wall. b. Hoffman & Barnard. c. Substitutions: See Section 01 6000 - Product Requirements. F. Cleaning Solution: Non -acidic, not harmful to masonry work or adjacent materials. 2.07 CONTROL AND EXPANSION JOINTS A. Control Joint Spacing: If location of control joints is not shown, place vertical joints spaced not to exceed 20'-0" for CMU walls and 30'-0" for brick walls. Confirm location(s) with Architect prior to placement. See details for typical location of joints at masonry walls intersections and pilasters. 2.08 MORTAR AND GROUT MIXES A. Mortar for Unit Masonry: ASTM C270, using the Proportion Specification. 1. Exterior, loadbearing masonry: Type N. 2. Exterior, non-loadbearing masonry: Type N. 3. Masonry below grade and in contact with earth: Type S. B. Colored Mortar: Proportion selected pigments and other ingredients to match Architect's sample, without exceeding manufacturer's recommended pigment -to -cement ratio. Use white cement only with pigments. C. Moisture -Resistant Admixture: Add to exterior mortar mix according to manufacturer's instructions. Provide uniform mix. D. Grout: ASTM C476; consistency required to fill completely volumes indicated for grouting; fine grout for spaces with smallest horizontal dimension of 2 inches or less; coarse grout for spaces with smallest horizontal dimension greater than 2 inches. E. Mixing: Use mechanical batch mixer and comply with referenced standards. F. Mix mortar fresh, in quantities immediately required. G. Do not use anti -freeze compounds to lower freezing point of mortar. H. Retemper only as required to restore required consistency. 1. Retempering not allowed after mortar has begun to set. J. Use no mortar beyond 2-112 hours after mixing. PART 3 EXECUTION 3.01 EXAMINATION A. Verify that field conditions are acceptable and are ready to receive masonry. B. Verify that related items provided under other sections are properly sized and located. C. Verify that built-in items are in proper location, and ready for roughing into masonry work. 3.02 PREPARATION A. Direct and coordinate placement of metal anchors supplied for installation under other sections. B. Provide temporary bracing during installation of masonry work. Maintain in place until building structure provides permanent bracing. TBC PROD# 01.15116.00 2016-08-01 04 20 00 - 4 K1.4i EXHIBIT 3 UNIT MASONRY & MANUF. STONE 3.03 COLD AND HOT WEATHER REQUIREMENTS A. Comply with requirements of ACI 530/530.1/ERTA or applicable building code, whichever is more stringent. 3.04 COURSING A. Establish lines, levels, and coursing indicated. Protect from displacement. B. Maintain masonry courses to uniform dimension. Form vertical and horizontal joints of uniform thickness. C. Concrete Masonry Units.- 1 . Bond: Running. 2. Coursing: One unit and one mortar joint to equal 8 inches. 3. Mortar Joints: Concave. D. Brick Units: 1. Bond: Running. 2. Coursing: Three units and three mortar joints to equal 8 inches. 3. Mortar Joints: Concave. 3.06 PLACING AND BONDING A. Lay solid masonry units in full bed of mortar, with full head joints, uniformly jointed with other work. B. Lay hollow masonry units with face shell bedding on head and bed joints. C. Buttering corners of joints or excessive furrowing of mortar joints is not permitted. D. Remove excess mortar and mortar smears as work progresses. E. Interlock intersections and external corners, except for units laid in stack bond. F. Do not shift or tap masonry units after mortar has achieved initial set. Where adjustment must be made, remove mortar and replace. G. Perform job site cutting of masonry units with proper tools to provide straight, clean, unchipped edges. Prevent broken masonry unit corners or edges- H. Cut mortar joints flush where wall tile is scheduled or resilient base is scheduled. I. Isolate masonry partitions from vertical structural framing members with a control joint as indicated. J. Isolate top joint of masonry partitions from horizontal structural framing members and slabs or decks with compressible joint filler. 3.06 WEEPSICAVITY VENTS A. Install weeps in veneer walls at 24 inches on center horizontally above through -wall flashing. B. Install cavity vents in veneer and cavity walls at 24 inches on center horizontally below shelf angles and lintels and near top of walls. C. Install cavity mortar diverter at base of cavity and at other flashing locations as recommended by manufacturer to prevent mortar droppings from blocking weep/cavity vents. 3.07 CAVITY MORTAR CONTROL A. Do not permit mortar to drop or accumulate into cavity air space or to plug weep/cavity vents. B. Install cavity mortar diverter at base of cavity and at other flashing locations as recommended by manufacturer to prevent mortar droppings from blocking weeptcavity vents. TBC PROJ# 01.15116.00 2016-08-01 04 20 00 - 5 382 EXHIBIT 3 UNIT MASONRY & MANUF. STONE 3.08 REINFORCEMENT AND ANCHORAGE - GENERAL A. Unless otherwise indicated on drawings or specified under specific wall type, install horizontal joint reinforcement 16 inches on center. B. Place masonry joint reinforcement in first and second horizontal joints above and below openings. Extend minimum 16 inches each side of opening. C. Place continuous joint reinforcement in first and second joint below top of walls. D. Lap joint reinforcement ends minimum 6 inches. E. Fasten anchors to structural framing and embed in masonry joints as masonry is laid. Unless otherwise indicated on drawings or closer spacing is indicated under specific wall type, space anchors at maximum of 16 inches horizontally and 16 inches vertically. 3.08 MASONRY FLASHINGS A. Whether or not specifically indicated, install masonry flashing to divert water to exterior at all locations where downward flow of water will be interrupted. 1. Extend flashings full width at such interruptions and at least 6 inches into adjacent masonry or turn up at least 8 inches to form watertight pan at non -masonry construction. 2. Remove or cover protrusions or sharp edges that could puncture flashings. 3. Seal lapped ends and penetrations of flashing before covering with mortar. B. Extend metal flashings to within 1/4 inch of exterior face of masonry. C. Extend laminated flashings to within 1/4 inch of exterior face of masonry. D. Lap end joints of flashings at least 6 inches and seal watertight with flashing sealanVadhesive. E. Where flashing terminates within a wall, create a flashing dam at end of flashing to direct flow of water to exterior face of wall. No water should be able to flow toward the inside of the exterior wall. 3.10 LINTELS AND SHELF ANGLES A. Install loose steel lintels over openings. B. Install reinforced unit masonry lintels over openings where steel or precast concrete lintels are not scheduled. 1. Openings to 42 inches: Place two, No. 3 reinforcing bars 1 inch from bottom web. 2. Openings from 42 inches to 78 inches: Place two, No. 5 reinforcing bars 1 inch from bottom web. 3. Openings over 78 inches: Reinforce openings as detailed. 4. Do not splice reinforcing bars. 5. Support and secure reinforcing bars from displacement. Maintain position within 1/2 inch of dimensioned position. 6. Place and consolidate grout fill without displacing reinforcing. 7. Allow masonry lintels to attain specified strength before removing temporary supports. C. Maintain minimum 8 inch bearing on each side of opening. D. Install shelf angles per project documents. E. Butt joints of shelf angles shall be kept clean of mortar. 3.11 GROUTED COMPONENTS A. Reinforce bond beams with 2, No. 4 bars, 1 inch from bottom web. B. Lap splices minimum 24 bar diameters. C. Support and secure reinforcing bars from displacement. Maintain position within 1/2 inch of dimensioned position. D. Place and consolidate grout fill without displacing reinforcing. TBC PROJ# 01.15116.00 2016-08-01 04 20 00 - 6 383 EXHIBIT 3 UNIT MASONRY & MANUF. STONE E. At bearing locations, fill masonry cores with grout for a minimum 12 inches either side of opening. 3.12 CONTROL AND EXPANSION JOINTS A. Do not continue horizontal joint reinforcement through control or expansion joints. B. Form control joint with a sheet building paper bond breaker fitted to one side of the hollow contour end of the block unit. Fill the resultant core with grout fill. Rake joint at exposed unit faces for placement of backer rod and sealant. C. Size control joints as indicated on drawings; if not shown, 3/4 inch wide and deep. D. Expansion joints shall be 1" in brick veneer and CMU and kept clean of mortar and reinforcing. E. Control joints shall be 3/8" and kept clean of mortar. 3.13 BUILT-IN WORK A. As work progresses, install built-in metal door frames and other items to be built into the work and furnished under other sections. B. Install built-in items plumb, level, and true to line. C. Bed anchors of metal door and glazed frames in adjacent mortar joints. Fill frame voids solid with grout. D. Do not build into masonry construction organic materials that are subject to deterioration. 3.14 TOLERANCES A. Maximum Variation From Unit to Adjacent Unit: 1/16 inch. B. Maximum Variation from Plane of Wall: 1/4 inch in 10 ft and 1/2 inch in 20 ft or more. C. Maximum Variation from Plumb: 1/4 inch per story non -cumulative; 1/2 inch in two stories or more. D. Maximum Variation from Level Coursing: 1/8 inch in 3 ft and 1/4 inch in 10 ft; 1/2 inch in 30 ft. E. Maximum Variation of Mortar Joint Thickness: 1/8 inch in 3 ft. F. Maximum Variation from Cross Sectional Thickness of Walls: 1/4 inch. 3.16 CUTTING AND FITTING A. Cut and fit for pipes, conduit, and sleeves. Coordinate with other sections of work to provide correct size, shape, and location. B. Obtain approval prior to cutting or fitting masonry work not indicated or where appearance or strength of masonry work may be impaired. 3.16 FIELD QUALITY CONTROL A. An independent testing agency will perform field quality control tests, as specified in Section 01 4000. B. Clay Masonry Unit Tests: Test each variety of clay masonry in accordance with ASTM C67 requirements, sampling 5 randomly chosen units for each 50,000 installed. C. Mortar Tests: Test each type of mortar in accordance with ASTM C780, testing with same frequency as masonry samples. 3.17 CLEANING A. Remove excess mortar and mortar droppings. TBC PROJ# 01.15116.00 2016-08-01 04 20 00 - 7 384 EXHIBIT 3 UNIT MASONRY & MANUF. STONE B. Replace defective mortar. Match adjacent work. C. Clean soiled surfaces with cleaning solution. D. Use non-metallic tools in cleaning operations. 3.18 PROTECTION A. Without damaging completed work, provide protective boards at exposed external corners that are subject to damage by construction activities. END OF SECTION TBC PROJ# 01.15116.00 2016-08-01 04 20 00 - 8 385 EXHIBIT 3 SECTION 06 10 00 ROUGH CARPENTRY PART 1- GENERAL ROUGH CARPENTRY 1.1 SUMMARY A. Rough carpentry includes carpentry work not specified as part of other sections and which is generally not exposed, except as otherwise indicated. B. Work in this section includes rough carpentry for: (a) Wood grounds, nailers and blocking, (b) Wood framing, (c) Wood columns and beams, (d) Sheathing and decking of wood or on wood framing, (e) Subflooring, (f) Underlayment, and (g) Telephone equipment backboards. PART 2 - PRODUCTS 2.1 PRODUCT HANDLING A. Keep materials under cover and dry. Protect against exposure to weather and contact with damp or wet surfaces. Stack lumber as well as plywood and other panels so that air circulates within and around stacks and panels. B. Trusses for the project shall be shop fabricated pre-engineered wood trusses. Designs shall be furnished with submittals. Designs shall be signed and sealed by licensed professional engineer for the truss manufacturer. 2.2 LUMBER, GENERAL A. Manufacture lumber to comply with PS 20 "American Softwood Lumber Standard" and with applicable grading rules of inspection agencies certified by American Lumber Standards Committee's (ALSC) Board of Review. UNLESS OTHERWISE SHOWN ON THE PLANS OR IN SPECIAL PROVISIONS: 1. Framing: Nominal sizes are indicated, except as shown by detail dimensions. Provide actual sizes as required by PS 20. Provide dressed lumber, S4S, unless otherwise indicated, Southern Yellow Pine (SYP) or Douglas Fir (DF) No. 1 Grade unless noted otherwise_ a. Provide seasoned lumber with 15% maximum moisture content at time of dressing and shipment. b. Provide prefabricated, pre-engineered trusses. C. No_ 2 acceptable for studs within walls and for blocking. 2. Sheathing: a. INSULATING SHEATHING: 1" Owens Corning R-5 Formular styrene insulation over the structural sheathing, or approved equal. b. STRUCTURAL SHEATHING: Use full exterior wall, sill plate to top plate, %" nominal plywood, CDX-APA, SYP or DF. C. Tyvek Commercial Wrap by Dupont over all wall exteriors and under finishes. 3. Exterior Fascia and Trim: Hardie Trim as shown on drawings. 4. Interior Ceilings: 5/8" gypsum drywall. Tape, bed, paint. 5. Interior Siding (non kitchen: closets, surrounding freezer/cooler): %" gypsum drywall. Tape, bed and paint. 6. Kitchen interior siding: Marlite standard white textured FRP board over drywall. Seam covers. 386 EXHIBIT 3 ROUGH CARPENTRY 7. Columns, Sign Posts, Roof Nailers, Roof Cants, Wood in Contact With Concrete, Outdoor Benches, Wood Decks and Trellises: 0.40 CCA pressure treated wolmanized pine. 8. Roof Decking: 3/4-inch CDX exterior tongue and groove plywood sheets. 9. Exterior Ceilings, Soffits: Perforated Hardie Soffit. 10. Exterior Siding: Horizontally installed Hardie Plank Select Cedar Mill; textured. Trim with Hardie Trim. 11. Interior cove base: Hardie Trim. 1 x 6 nominal. 2.3 GROUNDS, BLOCKING AND NAILERS A. Provide permanent grounds and wood blocking as required for attachment of wood trim, grilles and registers, light fixtures, plumbing fixtures, cabinet work, shelving and other items requiring grounds or nailers to provide a solid means of attachment. Shim as required to form a true line. Fasten securely in place as required by the weight of the item being installed and as required by loads reasonably expected to be superimposed on the item. B. Provide truss braces, both diagonal and horizontal. Refer truss manufacturer for locations. 2.4 MISCELLANEOUS ANCHORS A. Provide metal wall nailing plugs for nailing wood trim, grounds, etc, to masonry not shown to be bolted or otherwise attached. B. Provide all anchors, bolts, screws, nails, expansion bolts, rem -set fasteners, toggle bolts, and other fasteners as detailed or as required to draw members into place and hold them securely. C. Provide bolts for attaching wood to wood, wood to masonry, wood to concrete, and wood to steel. Size and spacing, if not otherwise shown, shall be as follows: 1. Wood to wood: '/" machine or carriage bolts, 2'-0" o.c. 2. Wood to masonry: '/" X 8" machine bolts, 2'-8" o.c. 3. Wood to concrete: '/" X 8" machine bolts, 4'-0" o.c. 4. Wood to steel: '/" machine or carriage bolts, 3'-0" o.c. 2.5 WOOD FRAMING A. All framing shall be as specified, closely fitted and accurately set in accordance with the best practices in construction, all to the required line and levels. B. Bottom plates shall be securely fastened to concrete with Hilti, Red Top or equal galvanized drilled -in expansion anchors on 24 inch centers full perimeter of the building. C. Studs shall be nominal 2 x 6 No. 2 SYP or Fir spaced at 16 inch centers unless otherwise shown on the Drawings. Provide blocking and nailers for the installation of work of other trades. Double studs at openings, double and block all corners. Provide one line of horizontal bridging 2" X stud width at approximate mid -height of partitions and walls and at horizontal joints in wall board materials. D_ Top plates members shall be nominal 2 x 6 No. 2 SYP or Fir or better. Use double plates for load bearing walls and partitions and single plates for non- 387 EXHIBIT 3 ROUGH CARPENTRY load bearing, unless otherwise shown on the Drawings. Stagger butt joints in double plates. E. Joists shall be spaced at 16" centers unless otherwise shown. Provide cross -bridging of 1" X 4" or solid bridging of same size as joists for joist spans greater then 7'-0". 2.6 PLYWOOD A. Plan work to minimize cut pieces. In decks and ceilings, stagger joints in 48- inch x 96-inch sheets along the long side by 50%. Support all free edges with 2"x framing or joists. Nail sheets not to exceed 16-inch C-C in each direction. 2.7 DRYWALL CEILINGS AND WALLS X Plan work to minimize cut pieces. Stagger butt joints in adjacent boards by 2'-0" minimum with no discernible pattern. B. Tape, bed and paint. 2.8 MATERIALS A. Blocking at roof elevation, such as (a) nailers for sheet metal flashing, gravel guards, fascias, and gutter and (b) curbs around roof penetrations, and any other place shown on the Drawings shall be preservative pressure treated. B. Studs shall be No. 2 or better SYP, coast region Douglas fir or stud grade pine. C. Top and bottom plates shall be No. 2 Southern yellow pine. Bottom plates shall be wolmanized. D. Rafters, Girders, Beams, Joists: No. 1 SYP or better. END SECTION 06 10 00 388 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 07 16 14 ACRYLIC MODIFIED (FLEXIBLE) CEMENTITIOUS WATERPROOFING PART 1 - GENERAL_ 1.1 SECTION INCLUDES A. Furnish all labor, materials, tools and equipment as necessary to perform Acrylic Latex Modified Cement Waterproofing on new and existing structures as shown on drawings and as specified in this section. B. Waterproof the interior walls and floor of: a. Surge tanks, balance tanks and equalization tanks. b. Cast in place trenches or sumps. B. Related Sections: i . See Section 03 30 53 - Cast -in -Place Concrete - Aquatic 1.2 SUBMITTALS A. General: Submit manufacturer's certification that proposed materials, details and systems as indicated and specified fully comply with manufacturer's details and specifications. If any portion of Contract Documents does not conform to manufacturer's standard recommendations, submit notification of portions of design that are at variance with manufacturer's specifications. B. Product Data: Submit manufacturer's literature and installation instructions for each product. 1.3 DELIVERY, STORAGE AND HANDLING A. Deliver and store in a dry area between 40°F (5°C) and 90°F (32°C). Handle and protect from freezing and direct sun light in accordance with manufacturer's instructions. B. Deliver materials in manufacturer's unopened containers, fully identified with brand, type, grade, class and all other qualifying information. Provide Material Safety Data Sheets for each product. C. Take necessary precautions to keep products clean, dry and free of damage. 1.4 SYSTEM REQUIREMENTS A. Coordinate waterproofing installation with other trades. B. Provide materials and accessories in timely manner so as not to delay Work. 1.5 PROJECT CONDITIONS A. Maintain surfaces to be waterproofed and surrounding air temperature at not less than 40°F (5°C). Apply only when temperatures are steady or rising. Provide shade to protect from hot sun. B. Do not apply materials to frozen or frost -filled surfaces. TBC Proj. # 01.15116.00 2016-08-01 SECTION 07 16 14-1 389 EXHIBIT 3 ACRYLIC MODIFIED (FLEXIBLE) CEMENTITIOUS WATERPROOFING C. Exercise caution when temperatures exceed 90°F (32°C). PART 2 -PRODUCTS 2.1 MANUFACTURERS A. Approved Manufacturers: AQUAFIN, Inc. 505 Blue Ball Road, #160. Elkton, MD, 21921. Phone (866) 278-2346, or (410) 392-2300, Fax (410) 392-2324; e-mail info@aquafin.net. B. Requests for substitutions will be considered only if submitted to the architect/engineer in writing and must include substantiation of product performance, 10 days prior to the original bid date. 2.2 MATERIALS A. Waterproofing Material - Acrylic Modified Cement Waterproofing: Cementitious, two - component, acrylic emulsion based, highly flexible, crack bridging waterproof membrane barrier against positive water pressure, with the following characteristics: 1. Product: AQUAFIN-2K/M 2. Color: Gray or white 3. Dry Component -A: Precise blend of cementitious material 4. Liquid Component-B: White acrylic emulsion and admixtures 5. Working Time: Approximately 45 minutes 6. Shore A Hardness: (ASTM D-2240) - 85 7. VOC 0 g/L 8. Flammability: (ASTM E-108) Class A - Spread of Flame - Passed 9. Bond/Adhesion: (ASTM C-321) 215 psi (1.5 MPa) @ 28 days 10. Tensile Strength: (ASTM C-412) 600 psi (4.1 MPa) @ 28 days @ 80 mils 11. Elongation: (%) 70 (gray); 40 (white) at 68°F 12. Static crack bridging capacity: 1/16-inch (gray) (1.5 mm) 13. Vapor Permeability: (ASTM E-96) 1.4 perms at 3/32" (2.4 mm) thickness 14. Waterproofing: (CRD C 48-92) Withstands 200 psi = 460 feet (14 bar = 140 m) hydrostatic pressure (positive side) at 3/32" (2.4 mm) thickness. Note: Approved custom color of AQUAFIN 2K/M shall be provided and based upon a paint sample chip color by Architect. 2.3 ACCESSORY MATERIALS A. Patching Compound: Pre -blended, cementitious structural waterproofing and repair mortar recommended or approved by waterproofing manufacturer for patching honeycombs, installing coves, etc. 1. Product: AQUAFIN MORTAR-LN or MORTAR-40 2. Color: Gray 3. Aggregate: Powder 4. Compressive Strength: (ASTM C-109) 6000 psi (41.3 MPa) @ 28 days 5. Flexural Strength: (ASTM C-348) 1160 psi (8.0 MPa) @ 28 days B. Crack and static joint sealing tape: Elastomeric, tear resistant, breathable waterproofing tape. 1. Product: AQUAFIN JOINT SEALING TAPE-2000 2. Thickness: approx. 14 mils (0.35 mm) 3. Width: 4.75" (120 mm) or 8" (200 mm) 4. Elongation: 60% TBC Proj. # 01.15116.00 2016-08-01 SECTION 07 16 14 -2 390 EXHIBIT 3 ACRYLIC MODIFIED (FLEXIBLE) CEMENTITIOUS WATERPROOFING Tear Strength: 725 psi (5.0 MPa) C. One -component Waterproofing Material for negative side water pressure in combination with two component. Waterproofing Material with the following characteristics: 1. Product: AQUAFIN-1K 2. Color: Gray 3. Aggregate: Powder 4. Compressive Strength: (ASTM C-109) 4000 psi (27.6 MPa) @ 28 days 5. Flexural Strength: (ASTM C-348) 440 psi (3 MPa) @ 28 days 6. Bond/Adhesion: (ASTM C-321) 220 psi (1.5 MPa) @ 28 days 7. Vapor Permeability: (US Perms) 8 (ASTM E-96) (control = 10) PART 3 - EXECUTION 3.1 EXAMINATION A. Examine all construction substrates and conditions under which waterproofing materials are to be installed. Do not proceed with the waterproofing application until unsatisfactory conditions are corrected. 3.2 PREPARATION A. Protect adjacent surfaces not designated to receive waterproofing. B. Substrate preparation: 1. Remove oil, grease, dirt, loose particles, remains of form oils, water repellents, rust or other coatings by high-pressure water blasting (>3000 psi), wet or dry sand blasting, or other mechanical means to produce surface profile ICRI CSP 3 to 5 for application of waterproofing. Follow manufacturer's instructions to clean and prepare surfaces and seal cracks and joints. 3. Voids in concrete substrates: 1/4-inch (6 mm) diameter and larger, pre -treat with patching compound. Less than 1/4-inch (6 mm) diameter can be filled with a scratch coat of one component waterproofing material. C. Rinse surfaces to be waterproofed (excluding drywall or similar) with clean water to saturated surface dry (SSD) condition, with no standing water on horizontal surfaces. 3.3 INSTALLATION A. Mix two -component waterproofing material in proportions recommended by manufacturer. B. Cavity fill, honeycombs & form tie holes: Fill voids at cleaned and prepared faulty construction joints, cracks, formtie holes, etc. with patching compound in mortar consistency flush to surface. Laminate patching compound in 2 to 3 layers as per manufacturer's instructions for larger spalled or honeycombed areas. (penetration). C. Positive Side Waterproofing: Apply two -component waterproofing material in quantities and number of coats as per manufacturer's specifications and recommendations: TBC Proj. # 01.15116.00 2016-08-01 SECTION 07 16 14 -3 391 EXHIBIT 3 ACRYLIC MODIFIED (FLEXIBLE) CEMENTITIOUS WATERPROOFING 1. Apply at 60 mils or 1116" (1.5 mm) total thickness for all standard applications (i.e. foot traffic, balconies (non -tiled), etc.) and waterproofing up to 13 ft (4.0 m) water head. 2. Apply at 80 - 90 mils (2.0 - 2.4 mm) total thickness for applications exposed to hydrostatic pressure (>13 ft (>4.0 m) water head), under tiles, plaza decks, etc. D. Surface Finish: 1. Surface finish shall be standard (regular) two -component waterproofing material finish. E. Negative Side Waterproofing: Follow manufacturer's specifications and instructions for below grade structures (i.e. water and waste water tanks, swimming pools and gutters, basement and retaining walls) where infiltration from ground water is expected: 1. Apply 1 st (base) coat one -component waterproofing material at 60 mils (1.6 mm) thickness 2. After 24 hrs waiting period, apply 2nd (top) coat two -component waterproofing material at 60 mils (1.6 mils) as soon as base coat has reached initial set. F. Application considerations: i. Apply, using stainless steel trowel, tampico brush, short nap roller, or appropriate compressed -air spray equipment. 2. Apply only when surface and ambient temperatures are 40°F (5°C) and rising. At high temperatures (i.e. 86°F (30°C) and above) protect application from direct sun and wind to prevent premature surface drying and shrinkage cracks. Apply material in two coats minimum. 3. Application thickness shall not exceed 1/8-inch (120 mils (3 mm)). 4. If needed, such as in zones posed to movement or cracking, plaza decks, etc., the waterproofing material can be additionally reinforced with a reinforcing mesh (supplied by waterproofing manufacturer), embedded between two waterproofing layers. 5. Do not bridge cracks greater than 1116-inch (1.5 mm). 6. Bridge dynamic cracks or joints with elastomeric joint sealing tape, as supplied by waterproofing manufacturer. 7. Do not overcoat waterproofing material with solvent -based materials. 8. Where a uniform color is desired (i.e. balconies, walkways, etc.), application of an elastomeric paint or water based acrylic stain is recommended. 9. Prime and protect alkali sensitive metals such as copper, aluminum, galvanized or zinc treated metal first with a primer, before over -coating with waterproofing material. Follow manufacturer's recommendations for primer material. 3.4 CURING A. Follow manufacturer's general instructions for curing and hardening of waterproofing material. Do not use water for curing. Waterproofing material is self -curing. B. Protect surfaces from rain, frost and premature dehydration. TB Proj. # 01.15116.00 2016-08-01 SECTION 07 16 14 -4 392 EXHIBIT 3 ACRYLIC MODIFIED (FLEXIBLE) CEMENTITIOUS WATERPROOFING 3.5 TESTING OF WATER INCLUDING STRUCTURES A. Following application and completion of related work, as required, but well prior to completion of entire project, fill tanks to capacity and allow to stand not less than 3 days. Fill larger structures at a uniform rate not greater than 6.5 feet (2 m) in 24 hours. The temperature of the fill water shall be plus or minus 10 degrees F of the ambient air and/or the tank structure at the time of filling. Extreme caution is urged if the temperature is greater than 10 degree F. Should leakage occur after this period, drain tanks to perform repairs. Notify Owner prior to draining tanks. 3.6 ACCEPTANCE A. Remove left over materials and any foreign material resulting from the work from the site. B. Clean adjacent surfaces and materials. TBC Proj. # 01.15116.00 2016-08-01 END OF SECTION 07 16 14 SECTION 07 16 14 -5 393 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 07 21 00 BATT INSULATION PART1 GENERAL 1.01 SECTION INCLUDES A. Unfaced Batt insulation in all new interior walls. B. Batt insulation and vapor retarder above gypsum board ceilings. C. Batt insulation and vapor retarder in exterior wall, ceiling, and roof construction. D. Batt insulation for filling perimeter window and door shim spaces and crevices in exterior wall and roof. 1.02 REFERENCE STANDARDS A. ASTM E961E96M - Standard Test Methods for Water Vapor Transmission of Materials; 2014. B. NFPA 255 - Standard Method of Test of Surface Burning Characteristics of Building Materials; National Fire Protection Association; 2006. C. UL 723 - Standard for Test for Surface Burning Characteristics of Building Materials; Underwriters Laboratories Inc.; Current Edition, Including All Revisions. 1.03 SUBMITTALS A. SEE DIV 00 - GENERAL REQUIREMENTS. B. Product Data: Provide data on product characteristics, performance criteria, and product limitations. C. Manufacturer's Installation Instructions: Include information on special environmental conditions required for installation and installation techniques. D. Manufacturer's Certificate: Certify that products meet or exceed specified requirements. 1.04 FIELD CONDITIONS A. Do not install insulation adhesives when temperature or weather conditions are detrimental to successful installation. 1.05 SEQUENCING A. Sequence work to ensure fireproofing and firestop materials are in place before beginning work of this section. PART 2 PRODUCTS 2.01 BATT INSULATION MATERIALS A. Batt Insulation for interior walls: ASTM C 665; preformed glass fiber batt; conforming to the following: 1. Thickness: 3 112"or 6" inch. 2. Facing: Unfaced. 3. Manufacturer: Owens-Corning. 4. Substitutions: See Section 01 60 00 - Product Requirements. 2.02 ACCESSORIES A. Tape: Bright aluminum self -adhering type, mesh reinforced, 2 inch wide. PART 3 EXECUTION TBC PROJ# 01.15116.00 2016-08-01 0721 00-1 394 EXHIBIT 3 BATT INSULATION 3.01 EXAMINATION A. Verify that substrate, adjacent materials, and insulation materials are dry and that substrates are ready to receive insulation and adhesive. B. Verify substrate surfaces are flat, free of irregularities or materials or substances that may impede adhesive bond. 3.02 BATT INSTALLATION A. Install insulation and vapor retarder in accordance with manufacturer's instructions. B. Install in interior and exterior wall spaces without gaps or voids. Do not compress insulation. C. Trim insulation neatly to fit spaces, Insulate miscellaneous gaps and voids. D. Fit insulation tightly in cavities and tightly to exterior side of mechanical and electrical services within the plane of the insulation. E. At metal framing, place vapor retarder on warm side of insulation; lap and seal sheet retarder joints over member face. F. Tape seal tears or cuts in vapor retarder. G. Extend vapor retarder tightly to full perimeter of adjacent window and door frames and other items interrupting the plane of the membrane. Tape seal in place. 3.03 PROTECTION A. Do not permit installed insulation to be damaged prior to its concealment. 3.04 SCHEDULES A. Stud Framed Exterior Wall Insulation: 6 inch fiberglass batts with integral vapor barrier. B. Stud Framed Interior Wall Insulation: 3-1/2 or 6 inch fiberglass batts. C. Framed Ceiling Insulation Above Gypsum Board: 6 inch fiberglass batts with integral vapor barrier. END OF SECTION 395 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 07 41 00 PREFORMED METAL STANDING SEAM ROOFING (non-structural) PART 1 - GENERAL 1.01 DESCRIPTION OF WORK A. This section covers the pre -fabricated Architectural galvalume standing seam roof system. All metal trim, accessories, fasteners, insulation and sealants indicated on the drawings as part of this section. B. Scope includes roofing over concession building and over pool mechanical. 1.02 SUMMARY 1. Section Includes Factory formed Standing Seam metal roof panels. 2. Trim, downspouts, and accessories 1.03 DEFINITIONS A. Metal Roof Panel Assembly: Metal roof panels, attachment system components, miscellaneous metal framing, thermal, and accessories necessary for a complete weathertight roofing system. B. References: 1. American Society for Testing and Materials (ASTM) a. ASTM A 653: Steel Sheet, Zinc Coated by the Hot Dip Process b. ASTM A 792: Steel Sheet, Aluminum -Zinc Alloy Coated by the Hot Dip Process c. ASTM B 209: Aluminum and Aluminum Alloy Sheet and Plate d. ASTM B370 Standard Specification for Copper Sheet and Strip for Building Construction 2. Sheet Metal and Air Conditioning Contractors National Association (SMACNA) a. SMACNA Architectural Sheet Metal Manual, 1993 edition 3. American Iron and Steel Institute (AISI) a. AISI Cold Formed Steel Design Manual 4_ Aluminum Association a. Aluminum Design Manual 5. Metal Construction Association a. Preformed metal Wall Guidelines 6. Code References a. ASCE, Minimum Loads for Buildings and Other Structures b. BOCA National Building Codes c. UBC Uniform Building Code d. SBC Standard Building Code 1.04 QUALITY ASSURANCE A. Petersen Aluminum Corp, Tyler, TX, 800-441-8661 products establish a minimum of quality required. B. Manufacturer and erector shall demonstrate experience of a minimum of five (5) years in this type of project. C. Panels shall be factory -produced only. No portable, installer -owned or installer -rented machines will be permitted. 1.05 SUBSTITUTIONS A. The material, products and equipment specified in this section establish a standard for required function, dimension, appearance and quality to be met by any proposed substitution. TBC PROJ# 01,15116.00 2016-08-01 0741 00 - 1 396 EXHIBIT 3 PREFORMED METAL STANDING SEAM ROOFING 1.06 SYSTEM DESCRIPTION A.Material to comply withASTM A7921A792M Standard Specification for Sheet Steel, 55% Aluminum -Zinc Alloy Coated by the Hot -Dip process 1.07 ROOF SYSTEM PERFORMANCE TESTING A. General Performance: Metal roof panels shall comply with performance requirements without failure due to defective manufacture, fabrication, installation or other defects in construction. B. Roof System shall be designed to meet Standard Building Code Wind Load requirements. C. Panels to meet: 1. Water Penetration: When tested per ASTM E-283/1680 and ASTM E-331/1646 there shall be no uncontrolled water penetration or air infiltration through the panel joints. 2. Roof System shall be designed to meet a UL Class 90 wind uplift in accordance with UL standard 580 and panel system shall be ASTM 1592 Tested and approved 3. UL 2218 - Impact Resistance rated 1.08 WARRANTIES A. Weathertight warranty: Manufacturer's standard form in which manufacturer agrees to repair or replace standing seam metal roof panel assemblies that fail to remain weathertight, including leaks, within specified warranty period. Warranty Period: 20 Years from date of Substantial Completion B. Finish warranty: Manufacturers standard form in which manufacturer agrees to repair finish or replace standing seam metal roof panels that show evidence of deterioration of factory -applied finish within specified warranty period. 1. Exposed Panels Finish - deterioration includes the following: a. Color fading more than 5 hunter units when tested according to ASTM D 2244 b. Chalking in excess of a No. 8 rating when tested according to ASTM D 4214 c. Cracking, checking, peeling or failure of a paint to adhere to a bare metal. 2. Warranty Period: 20 Years from the date of substantial completion C. Applicator shall furnish written warranty for a two (2) year period from date of substantial completion of building covering repairs required to maintain roof and (lashings in watertight condition. 1.09 SUBMITTALS A. Furnish detailed drawings showing profile and gauge of exterior sheets, location and type of fasteners, location, gauges, shape and method of attachment of all trim locations and types of sealants, and any other details as may be required for a weather -tight installation. B. Provide finish samples of all colors specified. C. Shop drawings: Show fabrication and installation layouts of metal roof panels, metal wall panels or metal soffit panels, details of edge conditions, side -seam joints, panel profiles, corners, anchorages, trim, flashings, closures and accessories, and special details. Distinguish between factory and field -assembled work D. Coordination Drawings: Roof plans, drawn to scale, on which the following are shown and coordinated with each other, based on input from installer of the items involved: 1. Roof panels and attachments 2. Metal trusses, bracings and supports 3. Roof -mounted items including snow guards and items mounted on roof curbs. 1.10 DELIVERY, STORAGE AND HANDLING A. Ordering: Comply with manufacturer's ordering instruction and lead time requirements to avoid construction delays. TBC PROJ# 01.1511620 2016-08-01 0741 00 - 2 397 EXHIBIT 3 PREFORMED METAL STANDING SEAM ROOFING B. Deliver components, sheets, metal roof panels and other manufactured items so as not to be damaged or deformed. Package metal roof panels for protection during transportation and handling. C. Unload, store and erect metal roof panels in a manner to prevent bending, warping, twisting and surface damage. D. Stack metal roof panels on platforms or pallets, covered with suitable weathertight and ventilated covering. Store metal roof panels to ensure dryness. Do not store metal roof panels in contact with other materials that might cause staining, denting or other surface damage. E. Protect strippable protective coating on any metal coated product from exposure to sunlight and high humidity, except to the extent necessary for material installation. 1.11 PROJECT CONDITIONS A. Weather Limitations: proceed with installation only when existing and forecasted weather conditions permit metal roof panel work to be performed_ B. Field Measurements: Verify actual dimensions of construction contiguous with metal roof panels by field measurements before fabrication. 1.12 COORDINATION A. Coordinate sizes and locations of roof curbs, equipment supports and roof penetrations with actual equipment provided. B. Coordinate metal roof panels with rain drainage work, flashing, trim and construction of decks, walls and other adjoining work to provide a leakproof, secure and noncorrosive installation. PART 2 - PRODUCTS 2.01 PANEL DESIGN A. General: Provide factory -formed metal roof panels designed to be installed by lapping and interconnecting raised side edges of adjacent panels with joint type indicated and mechanically attaching panels to supports using concealed clips in side laps. Include clips, cleats, pressure plates and accessories required for a weathertight installation. B. Roof panels shall be standing seam Tite-Loc Plus in 18" widths with 2" high seams that are mechanically seamed together @ 180 degrees. C. Panels to be produced with Factory supplied hot melt mastic in the seams. D. Panels to be produced Smooth - Factory Standard. E. Panels to be designed for attachment with concealed fastener clips, spaced as required by the manufacturer to provide for both positive and negative design loads, while allowing for the expansion and contraction of the entire roof system resulting from variations in temperature. F. Forming: Use continuous end rolling method. No end laps on panels. No portable rollforming machines will be permitted on this project, no installer -owned or installer -rented machines will be permitted. It is the intent of the Architect to provide Factory -Manufactured panel systems only for this project. 2.02 ACCEPTABLE MANUFACTURERS A. This project is detailed around the roofing product of Petersen Aluminum Corporation Petersen Aluminum Corp, Tyler, TX, 800-441-8661, Tite-Loc Plus. 2.03 MATERIALS AND FINISHES A. Preformed roofing panels shall be fabricated of 22 GA Steel B. Color shall be *Standard Pac-Clad Finish TBC PROJ# 0 1. 1511620 2016-08-01 0741 00 - 3 398 EXHIBIT 3 PREFORMED METAL STANDING SEAM ROOFING C. Finish shall be Galvalume D. If Strippable coating to be applied on the pre -finished panels to the top side to protect the finish during fabrication, shipping and handling, film shall be removed before installation. E. Trim: Trim shall be fabricated of the same material and finish to match the profile, and will be press broken in lengths of 10 to 12 feet. Trim shall be formed only by the manufacturer of their approved dealer. Trim to be erected in overlapped condition. Use lap strips only as indicated on drawings. Miter conditions shall be factory welded material to match the sheeting. F. Closures: use composition or metal profiled closures at the top of each elevation to close ends of the panels. Metal closures to be made in the same material and finish as face sheet. G. Fasteners: Fasteners shall be of Stainless Steel of type, material, size, corrosion resistance, holding power and other properties required to fasten miscellaneous framing members to substrates. H. Substrate shall be Plywood I. Roofing Underlayment 1. On all surfaces to be covered with roofing material, furnish and install a 40 mil "Peel & Stick membrane", required as outlined by metal panel manufacturer. Membrane to be a minimum of 40 mil thickness, smooth, non -granular, by one of the following manufacturers: a. W.R Grace "Ice & water Shield" 2. Underlayment shall be laid in horizontal layers with joints lapped toward the eaves a minimum of 6", and well secured along laps and at ends as necessary to properly hold the felt in place. All underlayment shall be preserved unbroken and whole. 3. Ice and Water Shield shall lap all hips and ridges at least 12" to form double thickness and shall be lapped 6" over the metal of any valley or built-in gutters and shall be installed as required by the Standing Seam Panel Manufacturer to attain the desired 20 Year Weather -tightness Warranty. J. Sealants 1. Provide two-part polysulfide class B non -sag type for vertical and horizontal joints or 2, one part polysulfide not containing pitch or phenolic extenders or 3. Exterior grade silicone sealant recommended by roofing manufacturer or 4. One part non -sag, gun grade exterior type polyurethane recommended by the roofing manufacturer. 2.04 FABRICATION A. Comply with dimensions, profile limitations, gauges and fabrication details shown and if not shown, provide manufacturer's standard product fabrication. B. Fabricate components of the system in factory, ready for field assembly. C. Fabricate components and assemble units to comply with fire performance requirements specified. D. Apply specified finishes in conformance with manufacturer's standard, and according to manufacturer's instructions. PART 3 - EXECUTION 3.01 INSPECTION A. Examine alignment of structural steel and related supports, primary and secondary roof framing, solid roof sheathing, prior to installation. B. For the record, prepare written report, endorsed by installer, listing conditions detrimental to performance of the Work. C. Proceed with installation only after unsatisfactory conditions have been corrected. TBC PROJ# 01.1511620 2016-08-01 0741 00 - 4 399 EXHIBIT 3 PREFORMED METAL STANDING SEAM ROOFING 3.02 FASTENERS A. Secure units to supports 13_ Place fasteners as indicated in manufacturer's standards. 3.03 INSTALLATION A. Panels shall be installed plumb and true in a proper alignment and in relation to the structural framing. The erector must have at least five years successful experience with similar applications. K Install metal panels, fasteners, trim and related sealants in accordance with approved shop drawings and as may be required for a weather -tight installation. C. Remove all strippable coating and provide a dry -wipe down cleaning of the panels as they are erected. 3.04 DAMAGED MATERIAL A. Upon determination of responsibility, repair or replace damaged metal panels and trim to the satisfaction of the Architect and Owner. END OF SECTION TBC PROJ# 0 1. 1511620 2016-08-01 0741 00 - 5 400 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 08 11 13 HOLLOW METAL DOORS AND FRAMES PART 1 GENERAL 1.01 SECTION INCLUDES A. Non -fire -rated steel doors and frames. B. Steel frames for wood doors. C. Fire -rated steel doors and frames. D. Thermally insulated steel doors. E. Sound -rated steel doors and frames. F. Steel glazing frames. G. Accessories, including glazing, louvers, and matching panels. 1.02 RELATED REQUIREMENTS A. Section 08 80 00 - Glazing: Glass for doors and borrowed lites. 1.03 REFERENCE STANDARDS A. ADA Standards - Americans with Disabilities Act (ADA) Standards for Accessible Design; 2010. B. ANSIIICC A117.1 - American National Standard for Accessible and Usable Buildings and Facilities; International Code Council; 2009. C. ANSI/SDI A250.3 - Test Procedure and Acceptance Criteria for Factory Applied Finish Coatings for Steel Doors and Frames; 2007 (R2011). D. ANSI/SDI A250.8 - Specifications for Standard Steel Doors and Frames (SDI-100); 2014. E. ANSIISDI A250.10 - Test Procedure and Acceptance Criteria for Prime Painted Steel Surfaces for Steel Doors and Frames; 2011. F. ASTM A6531A653M - Standard Specification for Steel Sheet, Zinc -Coated (Galvanized) or Zinc - Iron Alloy -Coated (Galvannealed) by the Hot -Dip Process; 2013. G. ASTM C1363 - Standard Test Method for Thermal Performance of Building Assemblies by Means of a Hot Box Apparatus; 2011. H. ASTM E90 - Standard Test Method for Laboratory Measurement of Airborne Sound Transmission Loss of Building Partitions and Elements; 2009. I. ASTM E413 - Classification for Rating Sound Insulation; 2010. J. BHMA A156.115 - American National Standard for Hardware Preparation in Steel Doors and Steel Frames; 2014. (ANSIIBHMA Al56.115) K. ICC A117.1 - Accessible and Usable Buildings and Facilities; International Code Council; 2009 (ANSI). L. NAAMM HMMA 840 - Guide Specifications for Installation and Storage of Hollow Metal Doors and Frames; The National Association of Architectural Metal Manufacturers; 2007. M. NAAMM HMMA 860 - Guide Specifications for Hollow Metal Doors and Frames; The National Association of Architectural Metal Manufacturers; 2013. N. NAAMM HMMA 861 - Guide Specifications for Commercial Hollow Metal Doors and Frames; The National Association of Architectural Metal Manufacturers; 2006. O. NAAMM HMMA 865 - Guide Specifications for Sound Control Hollow Metal Doors and Frames; The National Association of Architectural Metal Manufacturers; 2013. TBC PROJ # 01,15116.00 2016-08-01 0811 13 - 1 401 EXHIBIT 3 HOLLOW METAL DOORS AND FRAMES P. NFPA 80 - Standard for Fire Doors and Other Opening Protectives; 2013, Q. NFPA 252 - Standard Methods of Fire Tests of Door Assemblies; National Fire Protection Association; 2012. R. UL (BMD) - Building Materials Directory; Underwriters Laboratories Inc.; current edition. S. UL 10B - Standard for Fire Tests of Door Assemblies; Current Edition, Including All Revisions. T. UL 10C - Standard for Positive Pressure Fire Tests of Door Assemblies; Current Edition, Including All Revisions. U. UL 1784 - Standard for Air Leakage Tests of Door Assemblies; Current Edition, Including All Revisions. 1.04 SUBMITTALS A. See Section 01 30 00 - Administrative Requirements, for submittal procedures. B. Product Data: Materials and details of design and construction, hardware locations, reinforcement type and locations, anchorage and fastening methods, and finishes; and one copy of referenced grade standard. C. Shop Drawings: Details of each opening, showing elevations, glazing, frame profiles, and identifying location of different finishes, if any. D. Installation Instructions: Manufacturer's published instructions, including any special installation instructions relating to this project. E. Manufacturer's Certificate: Certification that products meet or exceed specified requirements. 1.05 QUALITY ASSURANCE A. Manufacturer Qualifications: Company specializing in manufacturing the products specified in this section with minimum three years documented experience. B. Maintain at the project site a copy of all reference standards dealing with installation. 1.06 DELIVERY, STORAGE, AND HANDLING A. Store in accordance with NAAMM HMMA 840. B. Protect with resilient packaging; avoid humidity build-up under coverings; prevent corrosion. PART 2 PRODUCTS 2.01 MANUFACTURERS A. Steel Doors and Frames: 1. Assa Abloy Ceco, Curries, or Fleming: www.assaabloydss.com. 2. Ceco Door Products. 3. Republic Doors: www.republicdoor.com, 4. Steelcraft, an Allegion brand: www.allegion.com/us. 5. Substitutions: See Section 01 60 00 - Product Requirements. 2.02 DOORS AND FRAMES A. Requirements for All Doors and Frames: 1. Accessibility: Comply with ICC A117.1 and ADA Standards. 2. Door Top Closures: Flush with top of faces and edges. 3. Door Edge Profile: Beveled on both edges. 4. Glazed Lights: None. 5. Hardware Preparation: In accordance with BHMA All 56.115, with reinforcement welded in place, in addition to other requirements specified in door grade standard. TBC PROJ# 01,15116.00 2016-08-01 0811 13 - 2 402 EXHIBIT 3 HOLLOW METAL DOORS AND FRAMES 6. Galvanizing for all units: Components hot -dipped zinc -iron alloy -coated (galvannealed) in accordance with ASTM A653/A653M, with manufacturer's standard coating thickness 7. Finish: Factory primed, for field finishing. B. Combined Requirements: If a particular door and frame unit is indicated to comply with more than one type of requirement, comply with all the specified requirements for each type; for instance, an exterior door that is also indicated as being sound -rated must comply with the requirements specified for exterior doors and for sound -rated doors; where two requirements conflict, comply with the most stringent. 2.03 STEEL DOORS A. Exterior Doors: 1. Grade: ANSI/SDI A250.8 (SDI-100); Level 1 - Standard -Duty, Physical Performance Level C, Model 1 - Full Flush. 2. Thickness: 1-3/4 inch. 3. Galvanizing: Components hot -dipped zinc -iron alloy -coated (galvannealed) in accordance with ASTM A653/A653M, with manufacturer's standard coating thickness. 4. Texture: Smooth faces. 5. Insulating Value: U-value of 0.50, when tested in accordance with ASTM C1363. B. Interior Doors, Non -Fire -Rated: 1. Grade: ANSI/SDI A250.8 (SDI-100); Level 1 - Standard -Duty, Physical Performance Level C, Model 1 - Full Flush. 2. Thickness: 1-3/4 inch. C. Interior Doors, Fire -Rated: 1. Grade: ANSI/SDI A250.8 (SDI-100); Level 1 - Standard -Duty, Physical Performance Level C, Model 1 - Full Flush. 2. Fire Rating: As indicated on Door and Frame Schedule, tested in accordance with UL 10C ("positive pressure"). a. Provide units listed and labeled by UL (Underwriters Laboratories) - UL (BMD). b. Attach fire rating label to each fire rated unit. 3. Thickness: 1-3/4 inch. B. Interior Doors, Sound -Rated: 1. Grade: ANSI/SDI A250.8 (SDI-100); Level 1 - Standard -Duty, Physical Performance Level C, Model 2 - Seamless. 2. Acoustic Rating of Assembled Door, Frame, and Seals: STC of 35, calculated in accordance with ASTM E413, tested in accordance with ASTM E90. 3. Sound Seals: Integral, concealed in door and/or frame. 4. Force to Open and Close and Latch: Not more than 5 lbs. F. Panels: Same construction, performance, and finish as doors. 2.04 STEEL FRAMES A. General: 1. Comply with the requirements of grade specified for corresponding door. 2. Finish: Factory primed, for field finishing. 3. Provide mortar guard boxes for hardware cut-outs in frames to be installed in masonry or to be grouted. 4. Frames in Masonry Walls: Size to suit masonry coursing with head member 4 inches high to fill opening without cutting masonry units. 5. Frames Wider than 48 Inches: Reinforce with steel channel fitted tightly into frame head, flush with top. 6. Frames Installed Back -to -Back: Reinforce with steel channels anchored to floor and overhead structure. B. Exterior Door Frames: Fully welded. TBC PROJ# 01.15116.00 2016-08-01 0811 13 - 3 403 EXHIBIT 3 HOLLOW METAL DOORS AND FRAMES 1. Galvanizing: Components hot -dipped zinc -iron alloy -coated (galvan-nealed) in accordance with ASTM A653/A653M, with manufacturer's standard coating thickness. 2. Weatherstripping: Separate, see Section 08 71 00. C. Interior Door Frames, Non -Fire -Rated: Fully welded type. 1. Terminated Stops: Provide at all interior doors; closed end stop terminated 6 inches above floor at 45 degree angle. 2.05 ACCESSORY MATERIALS A. Louvers: None B. Glazing: None C. Removable Stops: Formed sheet steel, shape as indicated on drawings, mitered or butted corners; prepared for countersink style tamper proof screws. D. Astragals for Double Doors: 1. Exterior Doors: Steel, Z-shaped. E. Grout for Frames: Portland cement grout of maximum 4-inch slump for hand troweling; thinner pumpable grout is prohibited. F. Silencers: Resilient rubber, fitted into drilled hole; 3 on strike side of single door, 3 on center mullion of pairs, and 2 on head of pairs without center mullions. G. Hardware: a Provide 1-1/2 pair heavy duty ball bearing hinges per door. b Provide brushed stainless steel push pull plates all exterior. c Provide brushed stainless steel keyed/thumblatch Best Lock core dead bolt lock on exterior door. d Provide commercial door closer for exterior door e Provide brushed stainless steel non -locking passage lever type lockset on closet door. f Provide stainless keepers, strikes, and floor mounted door stops, 2.06 FINISH MATERIALS A. Primer: Rust -inhibiting, complying with ANSI/SDI A250.10, door manufacturer's standard. B. Factory Finish: Complying with ANSI/SDI A250.3, manufacturer's standard coating. Color. - As selected by Engineer from manufacturer's standard range. C. Finish Coating: Refer to painting sections of these specifications. PART 3 EXECUTION 3.01 EXAMINATION A. Verify existing conditions before starting work. B. Verify that opening sizes and tolerances are acceptable. 3.02 PREPARATION A. Coat inside of frames to be installed in masonry or to be grouted, with bituminous coating, prior to installation. 3.03 INSTALLATION A. Install in accordance with the requirements of the specified door grade standard and NAAMM HMMA 840. B. In addition, install lire rated units in accordance with NFPA 80. C. Coordinate frame anchor placement with wall construction. TBC PROJ# 01.15116.00 2016-08-01 08 11 13 - 4 404 EXHIBIT 3 HOLLOW METAL DOORS AND FRAMES D. Grout frames in masonry construction, using hand trowel methods; brace frames so that pressure of grout before setting will not deform frames. E. Coordinate installation of hardware. F. Touch up damaged factory finishes. 3.04 TOLERANCES A. Maximum Diagonal Distortion: 1116 in measured with straight edge, corner to corner. 3.06 ADJUSTING A. Adjust for smooth and balanced door movement. B. Adjust sound control doors so that seals are fully engaged when door is closed- C. Test sound control doors for force to close, latch, and unlatch; adjust as necessary in compliance with requirements. 3.06 SCHEDULE A. Provide nominal T-0" wide by 7-0" high by 1-3/4" commercial hollow metal doors. B. Provide frame wrap rabbeted hollow metal door frames. END OF SECTION TB PROJ# 01.15116.00 2016-08-01 0811 13 - 5 405 EXHIBIT 3 SLIDING SERVICE WINDOWS CITY OF DENTON WAVE POOL SECTION 08 56 59 SERVICE WINDOW UNITS PART 1 GENERAL 1.01 SECTION INCLUDES A. Horizontal slid inglautomatic closing service window units. B. Accessories. 1.02 RELATED REQUIREMENTS A. Furnish Joint Sealants: Sealing joints between frames and adjacent construction. B. Furnish framing, jambs and headers. C. Furnish flashing for watertight installation. 1.03 REFERENCE STANDARDS A. AAMA 611 - Voluntary Specification for Anodized Architectural Aluminum; 2012. B. ASTM Al231A123M - Standard Specification for Zinc (Hot -Dip Galvanized) Coatings on Iron and Steel Products; 2013. C. ASTM B221 - Standard Specification for Aluminum and Aluminum -Alloy Extruded Bars, Rods, Wire, Profiles, and Tubes; 2013. D. ASTM B221 M - Standard Specification for Aluminum and Aluminum -Alloy Extruded Bars, Rods, Wire, Profiles, and Tubes [Metric]; 2013. E. UL 752 - Standard for Bullet -Resisting Equipment; Current Edition, Including All Revisions. 1.04 ADMINISTRATIVE REQUIREMENTS A. Coordinate work with adjacent materials specified in other sections and as indicated on drawings and approved shop drawings. B. Coordinate framing rough in openings. C. Provide submittals. 1.05 SUBMITTALS A. Product Data: Submit manufacturer's product data for specified products indicating materials, operation, glazing, finishes, and installation instructions. C. Samples for Selection of Finishes: B. Installer qualification data. C. Warranty: Submit manufacturer warranty and ensure that forms have been completed in Owner's name and registered with manufacturer. 1.06 QUALITY ASSURANCE A. Manufacturer Qualifications: Company specializing in manufacturing products specified in this section with minimum ten years documented experience, with ability to provide test reports showing that their standard manufactured products meet the specified requirements. B. Installer Qualifications: Company specializing in performing work of the type specified in this section. TBC PROJ# 01.15116.00 2016-08-01 08 56 59 - 1 406 EXHIBIT 3 1.07 DELIVERY, STORAGE, AND HANDLING SLIDING SERVICE WINDOWS A. Deliver units in manufacturer's original packaging and unopened containers with identification labels intact. B. Store units in area protected from exposure to weather and vandalism. 1.08 WARRANTY A. Provide manufacturer's warranty agreeing to repair or replace units and their components that fail in materials or workmanship within two years from Date of Substantial Completion. PART 2 PRODUCTS 2.01 SERVICE AND TELLER WINDOW UNITS A. Service Windows 1 _ Location: Exterior. 2. Window: Horizontal Sliding/self closing. a_ Size: As indicated on drawings. b. Material: Aluminum. c. Finish: Natural anodized. d. Finish Color: As selected from manufacturer's standard colors. 3. Glazing: Insulating, clear. 4. Products: a. Easi-Sery In -Line Side Slider SS Series www.easi-serv.com. b. Manufacturer's installation accessories. c. Model SS-3 47 M" unit width, 36" unit height; verify before framing rough openings. 2.02 COMPONENTS A. Windows: Factory -fabricated, -finished, and -glazed, extruded aluminum frame and glazing stops; complete with hardware and anchors. 1. Provide window units that are re-giazable. 2. Rigidly fit and secure joints and corners with internal reinforcement. Make joints and connections flush, hairline, and weatherproof. Fully weld corners. 3. Apply factory finish to all exposed surfaces. 4. Apply bituminous paint to concealed metal surfaces in contact with cementitious or dissimilar materials. 5. Wind Design: Design and size components to withstand dead loads and live loads caused by pressure and negative wind loads acting normal to plane of window as calculated in accordance with applicable code. 2.03 MATERIALS A. Aluminum Extrusions: Minimum 1/8 inch thick frame and sash material complying with ASTM B221 and ASTM B221 M. 1. Finish: Class I natural anodized. B. Monolithic Glass: Fully tempered float glass; minimum 1/4 inch thickness. 1. Low-E coating. 2. Tint: Clear. C. Sealant for Setting Sills and Sill Flashing: Non -curing butyl type. 2.04 FINISHES A. Class I Natural Anodized Finish: AAMA 611 AA-M12C22A41 Clear anodic coating not less than 0.7 mils thick. TBC PROJ# 01.15116.00 2016-08-01 08 56 59 - 2 407 EXHIBIT 3 SLIDING SERVICE WINDOWS B. Class II Natural Anodized Finish: AAMA 611 AA-M12C22A31 Clear anodic coating not less than 0.4 mils thick. 2.05 ACCESSORIES Manufacturer's standard installation accessories. PART 3 EXECUTION 3.01 EXAMINATION A. Verify that window openings are ready for installation of windows. B. Verify that correct embedded anchors are in place and in proper location; repair or replace anchors as required to achieve satisfactory installation. C. Notify Engineer if conditions are not suitable for installation of units; do not proceed until conditions are satisfactory. 3.02 INSTALLATION A. Install in accordance with manufacturer's instructions. B. Install units in correct orientation (inside/outside or secure/non-secure). C. Anchor units securely in manner so as to achieve performance specified. D. Set sill members and sill flashing in continuous bead of sealant. E. Separate metal members from concrete and masonry using bituminous paint or with products recommended in writing by the manufacturer for this purpose. 3.03 ADJUSTING A. Adjust operating components for smooth operation while also maintaining a secure, weather - tight enclosure and a tight fit at the contact points; lubricate operating hardware. 3.04 CLEANING AND PROTECTION A. Remove protective material from factory finished surfaces. B. Clean exposed surfaces promptly after installation without damaging finishes. C. Remove and replace defective work. D. Provide temporary protection to ensure that security windows are without damage upon date of Substantial Completion. 3.06 DEMONSTRATION A. Train Owner's maintenance personnel to adjust, operate, and maintain operable units. 1. Instructor: Manufacturer's training personnel. 2. Location: At project site. 3. Use operation and maintenance manual as training reference, supplemented with additional training materials as required. END OF SECTION TBC PROJ# 01.15116.00 2016-08-01 08 56 59 - 3 408 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 09 25 13 POOL PLASTER (EXPOSED AGGREGATE FINISH) ALTERNATE BID PART1-GENERAL 1.1 SUMMARY A. This section governs furnishing and installing all labor, materials, equipment, and superintendence for installing an exposed aggregate plaster top coat to gunite or cast in place concrete pool shell. Prepare surfaces to receive plaster, apply coat(s) and clean up removing all surplus material from the site. B. Submittals: Provide submittals for pool plaster, bonding agents and aggregates (if specified) in accordance with the General Provisions and Section 131100 of these specifications. C. MEASUREMENT AND PAYMENT: Pool plastering is considered subsidiary to other swimming pool bid items and no separate measurement or payment is to be made. D. Scope: Under Alternate Bid, in lieu of painted surfaces, install aggregate plaster finish as follows: a. Entire floor up to the low side of the gutter trench. b. Up the walls and face of caisson to 6 inches below static water line elevation c. Install under this item a glazed water line tile in 6" x 6" frost proof swimming pool waterline tile equal to National or Daltile. The wall waterline tile shall extend from the top of the plaster (6" below static water level) to 6" above static water level. A non - glazed 2" x 2" the shall extend continuously along the trench gutter and terminate at the water line the on the adjacent walls to form an edge of the plaster. d. The areas above the water line the and on the beach shall be coated with AquaBright as specified under the base bid. Recess concrete 318" to receive tile to transition to paint in walls and floors. e. Required stripes at depth changes shall be 4" wide made of the 2" x 2" mosaic tiles. PART 2-PRODUCTS A. Use only commercially manufactured plaster designated by the manufacturer for swimming pool and fountain use. Use only clean sharp sand and aggregates. Acceptable exposed aggregate products are: PebbleFina Pebble Technology Intl. 15540 North 771h Street Scottsdale, AZ 85260 800.937.5058 B. Use only unopened bags of new product. C. Use a mechanical mixer designed for mixing plaster and aggregates. D. Wind screens as necessary to keep wind-borne debris from marring the fresh plaster surface. E. Color shall be selected by Owner. TBC# 01.15116.00 2016-08-01 092513-1 409 EXHIBIT 3 POOL PLASTER (EXPOSED AGGREGATE FINISH) F. Bonding agent surface preparation required for all surfaces to receive plaster. Bond Kote Southern Grouts and Mortars, Inc. 1502 2nd Place Pompano Beach, FL 33069-3220 800.641.9247 G. Tile: a. Waterline tile: National Pool Tile glazed ceramic 6 x 6 nominal tile in Deco series. b. Stripes, targets, gutter trim tile: Daltile or equal 2 x 2 unglazed Keystone series tile. PART 3 - EXECUTION A. Preparation: 1. Allow new concrete to cure for 28 days before applying plaster. The plasterer shall make final inspection of the pool shell prior to plastering and shall notify the pool subcontractor of any visible defects. 2. The pool subcontractor is responsible for providing a sound structural shell. 3. Use SGM Bond-Kote bonding agent or equal over entire concrete shell. B. PRECAUTIONS: 1. Contractor shall erect wind screens as necessary to keep wind-borne debris from marring the fresh plaster surface. 2. Do not plaster on windy days when winds exceed, on average 20 mph or gusts exceed 30 mph. 3. Do not plaster when wind-borne debris, smoke, or insects are present regardless of wind conditions. 4. Do not plaster when rain is falling or forecast to fall before the pool can be filled. 5. Do not use wheeled type vacuum heads for at least fourteen (14) days after installation nor automatic vacuums for at least twenty-eight (28) days. 6. Do not plaster while temperatures are at 95 degrees F and above or 35 degrees F or lower. Protect plaster from rapid drying or freezing. C. PLASTER MIX: Use only unopened bags of new product as specified under materials. Mix coating materials, to provide consistent color throughout. Do not add admixtures or any other product inconsistent with the plaster materials. Use a mechanical mixer in good operating condition designed for mixing plaster and aggregates. D. Apply plaster per manufacturer's instructions. E. FILLING: Allow plaster to air dry before filling begins. F. "Bathtub" ring stains or water stains may occur if water is turned off even for a brief period of time during the initial filling of the pool or if water is allowed to run over the TBC# 01.15116.00 2016-08-01 092513-2 410 EXHIBIT 3 POOL PLASTER (EXPOSED AGGREGATE FINISH) newly plastered surface before the water level has reached that spot. Water shall not be stopped until the pool is full. Water shall not be sprayed on or be allowed to run over newly plastered surfaces. G. Plaster shall not be wet down during filling. This could cause washout and water marks. Fill hoses shall be placed in the deep end of the pool and shall have the nozzle end covered with a clean soft cloth. H. The pool shall be filled within twenty-four (24) hours or other period of time per the plasterer's recommendations with Engineer's concurrence. DO NOT PLASTER UNTIL THE POOL CAN BE FILLED AND FILTER EQUIPMENT STARTED. I. Brush down after filling twice each day for 3 days and once per day for 2 weeks thereafter. This shall be the responsibility of the pool contractor until all turbidity is removed from the pool water. J. Thickness 1. Plaster shall be sufficiently thick to hold water (watertight) and sufficiently thick to hold a smooth, maintainable surface, but not less thickness than 3/8-inch in any location except where feathering to match another surface (tile, etc.) is necessary. 2. The pool shall not leak. Plaster shall be sufficiently thick to hold water (watertight). 3. Plasterer shall be responsible for leaks around all plumbing lines that are in contact with plaster and shall properly pack and seal around all lines, light niches, etc_, excluding excessive voids. PART 4 - POST CONSTRUCTION A. PLASTER FINISH: 1. Plaster shall follow the general contour of the concrete shell. Absolute minimum thickness shall be 3/8-inch. Slight variations and waves may occur and will be accentuated if the underlying concrete shell is uneven. The plasterer shall use a trowel that is sufficiently long enough to even out most variations. DO NOT over -trowel or trowel burn the surface by hard troweling a dry surface to achieve finish. Fill all voids in concrete surfaces. 2. Trim tile, tile feature strips, mosaics, plumbing lines, air bars, in -floor cleaners, light niches, etc., shall be set by previous subtrades as evenly and level as possible. The plasterer shall match the plaster to these items in a workmanlike manner. Protect work of previous trades. 3. Plaster shall be finished smooth. 4. Where exposed aggregate finishes are specified, grind or wash the surface smooth to reveal the aggregate faces in accordance with manufacturer's instructions and using recommended equipment. TBC# 01.15116.00 2016-08-01 092513-3 411 EXHIBIT 3 POOL PLASTER (EXPOSED AGGREGATE FINISH) B. ETCHING, SURFACE SPALLING, SKINNING OR PEELING: 1. The plasterer shall be responsible for damage due to deficiencies within the plasterer's control. These include problems from within the plaster mix (cement, aggregate, and admixtures not sufficiently mixed; impurities and foreign objects in the mix (i.e., bugs, leaves, dirt, etc.) and application defects (i.e., trowel marks, foot prints, etc.). 2. The integrity of the plaster surface shall remain intact (free from surface spalling, skinning, or peeling). 3. Plaster shall not separate or delaminate from the underlying substrata. Voids or hollow areas that have not cracked open or broken loose are considered a failure and shall be repaired. 4. Plasterer shall repair any shrinkage cracks or pop -off areas that are reported to him during his warranty period. C. STAINS 1 DISCOLORATION IN PLASTER: Piaster shall be generally a uniform shade of color, subject to normal cement/plaster mottling and shading. Extreme variations in color due to mix or mixing technique are unacceptable and discolored batches shall be discarded and not applied. Plaster is a hand -troweled, cement product. Slight variations in shading (including shadowing, streaking, and minimal discoloration) are a normal occurrence and are not considered a deficiency. Significant variations, i.e., significant in the opinion of the pool consultant, are not acceptable and may require removal at Owner's option. D. WARRANTY TBC# 01,15116-00 2016-08-01 In addition to any general warranty by the pool subcontractor or general contractor, the plaster installer warrants his work to be free of workmanship in labor or materials for a period of one year from date pool filling commences. Any defects in plaster work detected during this warranty period shall be communicated directly to the general contractor who shall see to the repair or replacement of plaster by his subcontractors at no expense to the Owner. This warranty shall exist regardless of other warranties expressed by manufacturers of plaster products. END SECTION 09 25 13 1 rile4.Yi[c�l 412 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 09 91 00 PAINTING & STAINING PART 1- GENERAL 1.1 SUMMARY: The work to be performed under this section of the Specifications shall consist of furnishing all labor, materials, scaffolding, ladders, and equipment necessary for painting pumps, exposed pipe, valves and fittings, hangers, supports, electrical conduits, metal work, structural steel, wood siding, wood trim and miscellaneous wood, concrete masonry, concrete pool walls and floors, drywall, doors, etc., as specified herein or noted on the plans. A. No painting shall be done below 45 degrees F. or be done in high moisture weather_ B. In all cases, paints and coatings shall be applied according to manufacturer's recommendations including coverage in square feet per gallon of paint or stain product. C. Painting found defective shall be removed and the surface repainted as directed by the Engineer. Touch up paint for factory painted equipment. D. Paint for surfaces shall dry opaque and the substrate shall not show through the finish except in the case of semi -transparent or clear stains. 1.2 SCOPE: The intent of these specifications is to require painting of all concession building and mechanical room surfaces requiring paint. Refer to plans. A. Exterior: Paint new fascia, soffits, trim, siding, downspouts, B. Interior: Seal concrete floors. Paint walls and ceilings all rooms except do not paint FRP board. C. Doors and frames: Paint all steel doors and steel door frames. D. Pool: Refer to Pool specifications on pool paint coatings. PART 2 - PRODUCTS 2.1 Paint, stains and varnishes shall be that shown in the schedule or an equal approved in advance by the engineer. Submit technical formulation data for substitute to engineer for approval prior to use. All materials are to be delivered in new, sealed original labeled containers and stored in accordance with manufacturer's recommendations. PART 3 - EXECUTION 3.1 PREPARATION A. General: Surfaces to be painted shall be clean before applying paint or surface treatments. Oil, grease, dirt, rust, loose mill scale, old weathered paint, and other foreign substances shall be removed except as hereinafter specified. The removal of oil and grease shall, in general, be accomplished by blast cleaning, minor amounts of grease and oil contaminates will be tolerated on the surface, prior to blast cleaning, provided that abrasive is not reclaimed and reused. B. Clean cloths and clean fluids shall be used in solvent cleaning to avoid leaving a thin film of greasy residue. Cleaning and painting shall be so programmed that dust or spray from the cleaning process will not fall on wet, newly painted surfaces. Hardware, electrical fixtures and similar accessories shall be removed or suitably masked during preparation and painting operations, or shall be disconnected and moved to permit cleaning and painting of equipment, and following painting shall be replaced and reconnected. Hangers, brackets and other metallic surfaces which are inaccessible after installation shall be painted, except for final coat, prior to installation. Specific surface preparation requirements are included in Paint Systems. TBC# 01.15116.00 2016-08-01 0991 00-1 413 EXHIBIT 3 PAINTING AND STAINING C. Metallic Surfaces: Preparation of metallic surfaces shall be conducted in accordance with applicable portions of surface preparation specifications of the Steel Structures Painting Council (SSPC): SSPC-SP-1 Solvent Clean; SSPC-SP-2 Hand Tool Cleaning; SSPC-SP-3 Power Tool Cleaning; SSPC-SP-5 White Metal Blast Cleaning; SSPC-S4 Commercial Blast; SSPC-SP-7 Brush Off Blast Cleaning; SSPC-SP-10 Near White Blast. Unless specified otherwise steel shall be prepared as follows.- 1 . Above ground steel, normal exposure - SSPC-SP-6. 2. Submerged, immersed steel or steel exposed to vapor in enclosed tanks - SSPC- S P-10. 3. All ferrous metals to be painted shall be supplied as primed metal and all subsequent painting performed on -site except as otherwise specified or approved by the Engineer. D. Preparation of Wood Surfaces: Wood surfaces to be painted shall be cleaned of dirt, oil, or other foreign substances with mineral spirits, scrapers, sandpaper, or wire brush. Finished surfaces exposed to view shall, if necessary, be made smooth by planing or sandpapering. Millwork shall be sandpapered where necessary, and given a coat of the specified exterior primer on all concealed sides before installation. Small, dry seasoned knots shall be surface scraped, sandpapered, and thoroughly cleaned, and shall be given a thin coat of an acceptable knot sealer before application of the priming coat. All beads or streaks of pitch shall be scraped off, or if the pitch is still soft, it shall be removed with mineral spirits or turpentine and the resinous area shall be thinly coated with knot sealer. After priming, all holes and imperfections shall be filled with putty or plastic wood colored to match the finish coat, allowed to dry and sandpapered smooth. Painting of exterior wood surfaces shall proceed insofar as practicable only after masonry work has dried. E. Preparation of Concrete and Masonry Surfaces: All concrete surfaces which require coating or painting shall be dry and shall be prepared by light sandblasting. Sandblasting shall be sufficient to remove all dirt, dust, efflorescence, oil, and grease stains and other foreign substances and shall provide adequate surface roughening for good adhesion between the concrete and coating or paint. New concrete surfaces which are to receive oil or varnish base coatings shall be allowed to age for at least 60 days except as otherwise specified or directed and, in addition, shall be brush treated with a solution consisting of 2% zinc chloride and 3% phosphoric acid in water, permitted to dry, and the residue removed by light brushing. F. Preparation of Plaster Surfaces: Unless specifically authorized otherwise, paint shall not be applied to plaster surfaces less than 30 days old or containing more than 14% moisture. Before painting, such surfaces shall be dry, clean and free from grit, loose plaster, and surface irregularities. Cracks and holes shall be repaired with acceptable patching materials, properly keyed to existing surfaces and sandpapered smooth. Surfaces to be coated with oil or varnish base paints shall be tested for the presence of alkali. If present, the alkali shall be neutralized as called for under the preparation of concrete surfaces. Moisture will be tested with a Delmhorst Instrument Company moisture detector. G. Preparation of Galvanized Surfaces: Generally, galvanized surfaces will not require painting. Galvanized surfaces specified or directed to be painted shall be solvent cleaned in accordance with SSPC-SP-1. H. Other Surfaces: The Plan Paint Schedule or the Interior and Exterior Paint Schedules included at the end of this section shall govern. Where any conflict between the two, the Plan Schedule or any Special Provisions shall prevail over the standardized specifications. 3.2 PRECAUTIONS TBC# 01.15116.00 2016-08-01 0991 00 - 2 414 EXHIBIT 3 PAINTING AND STAINING A. ACCESS: Do not remove scaffolding or other rigging necessary for painting until engineer approves coating. If necessary for inspection or testing paint the contractor will re -construct scaffolding or re -set cables, rigging, hoists, or boatswain's chairs. B. SAFETY: Observe OSHA requirements (29 CFR 1926) and manufacturer's recommendations for use of paints, solvents, epoxies or other coatings or thinners, cleaners, etc_ Do not paint in confined spaces without proper ventilation. Do not use combustibles near possible source of ignition. Display caution signs during spraying advising against open flame. C. PROTECTION: Do not paint during high wind. Protect surrounding equipment, fixtures and property from droppings and overspray. Bear all expense for cleaning contaminated or damaged surfaces. Protect fresh paint from damage. PART 4- POST CONSTRUCTION 4.1 SUMMARY A. TESTING: For final inspection the contractor shall furnish a Microtestor or comparable equipment for testing dry thin film thickness. Tests shall be conducted on all painted surfaces having a specified rail thickness. Areas failing shall be repainted to match and retested. Microtesting to be done in the presence of the Engineer. B. SPARE MATERIALS: The contractor will furnish new, unopened one gallon containers of paints or coatings of each color and type used on the project labelled as to project use and instructions. In the cast of epoxies or other "component" materials the components shall not be mixed. Instructions for use shall be attached to paint containers. 4.2 WARRANTY: WARRANTY: Warranty paint and coating for one year from date of substantial completion against becoming unserviceable or objectionable in appearance as a result of being defective or nonconforming. Without limiting this warranty scope, the work shall be warranted not to: A. Noticeably discolor, yellow, streak, bloom, bleach, or darken. B. Change sheet with excessive speed or irregularity. C. Peel, blister, crack, or alligator. D. Release from substrate or intermediate coats. E. Chalk or dust excessively. F. Stay tacky or become tacky. G. Mildew. TBC# 01.15116.00 2016-08-01 END SECTION 09 91 00 0991 00-3 415 EXHIBIT 3 SECTION 09 91 00 PAINTING JOB SPECIFICS PROJECT PAINT SCHEDULE PAINTING AND STAINING SURFACE SURFACE BASE COAT UNDER FINAL COAT FINAL TOTAL PREPARATION COAT(S) COLOR MIN, DFT Refer to pool POOL WALLS specifications for AND FLOORS special pool coating. INTERIOR Clean to remove Sherwin None Sherwin Clear FLOORS laitance and dust.; Williams H & C Williams H & C patch bug holes; Clarishield Clear Clarishield Clear roughen smooth Water Based Water Based surfaces Epoxy Epoxy Wet Look Wet Look with Shark Grip INTERIOR Clean and dry; Sherwin - None Sherwin- TBS by 6 mils WALLS AND Williams Pro Williams Pro owner total of CEILINGS Industrial Water Industrial Water two Catalyzed Epoxy Catalyzed Epoxy coats EXTERIOR Clean and dry; Sherwin None Sherwin TBS by 6 mils WOOD Williams Williams owner total of BUILDING TRIM Emerald Extr. Emerald Extr. two Latex Latex Egg Shell coats H.M. DOORS Sand or Sherwin None Sherwin TBS by 6 mils AND FRAMES; mechanically Williams Pro Williams Pro owner total of MISC. STEEL clean to remove Industrial Industrial two SUCH AS rust and loose Urethane Alkyd Urethane Alkyd coats LINTELS paint. Degrease. Enamel Enamel TBC# 01.15116.00 2016-08-01 END OF SECTION 09 91 00 PAINTING JOB SPECIFICS 099100-4 416 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 131100 SWIMMING POOL PART 1 - GENERAL 1.1 Scope: This section shall govern constructing the wave pool. 1.2 Work Covered Under Other Sections: A. Furnishing and installing piping and accessories are covered under Section 13 11 46 "Swimming Pool and Small Fountain Piping and Equipment". B. Refer to mechanical/electrical sections for gas & electrical supply to operate aquatic equipment. C. Refer to electrical sections for all power distribution, starters, switches, panel boards, transformers and related electrical wiring. Pools shall be electrically bonded. D. Refer to other specification sections for pool finishes, deck and coping stone, for fountain urns and finishes for fountains. Finishes are not specified in this section. E. Refer to Section 22 51 19 of these specifications for "Swimming pool Water Treatment Equipment" for sanitization requirements. 1.3 Balancing of Pools: A. Pools, fountains and spas shall, upon completion, and upon authorization of the Consultant, be filled with water and the water chemically balanced. Plastered bodies of water must be filled immediately upon completion of plaster installation. B. The following parameters shall be considered minimum acceptable criteria before acceptance of the project: 1. Alkalinity: 80 to 150 mg/L 2. Hardness: 150 to 500 mg/L as CaCO3 3. pH 7.3 to 7.8 4. Free chlorine: 1 to 3 mg/L 5. Combined chlorine: 0.1 to 0.25 mg/L max. 6. Clarity: No discernible cloudiness or turbidity 7. Cyanuric Acid: 30-50 mg/L (outdoor pools only) 8. Salt content: outdoor pools/spas only excluding fountains 4g/L 9. Langelier Saturation Index -0.5 < LSI < 0.5 1.4 Submittals: Provide submittals for all equipment specified herein. 1.5 Warranty: In addition to the requirements of any general project warranty set forth in the general provisions of the construction agreement, for one (1) year following date of final acceptance of the project, the pool contractor shall, at his own expense, troubleshoot, repair or replace defective workmanship, equipment or materials including services of factory representatives, contractor's personnel, travel and subsistence, replacement parts or equipment, and other costs of repair or replacement. This warranty includes, but is not limited to, calibration of equipment, repair of leaks, repair or replacement of faulty equipment or materials. Contractor shall not engage Employer's staff to make corrections, repair or install equipment other than to perform routine operating procedures. TBC PROJ#01.15116.00 2016-08-01 131100 - 1 417 EXHIBIT 3 SWIMMING POOLS If a defect is detected or equipment fails to perform, the pool contractor's installation will be presumed at fault and it will NOT be the responsibility of Engineer or Owner to troubleshoot issues or to determine causes. The burden of proof of any cause outside his responsibility under warranty shall remain with the Contractor. 1.6 The listing of a material or piece of equipment by name or model designation shall indicate a minimum acceptable standard of product and not be deemed to unreasonably restrict equivalent competitive products from the project. Substitutions, however, may be made only with the approval of the Engineer. 1.7 Water & Electrical Scope: Pool contractor shall supply water and electrical site work. However the relocation of primary underground power to the service transformer is by Denton Municipal Electric. 1.8 Allowances: Refer to Section 13 14 16 Wave Generating Equipment for the only item purchased under allowance_ The Contractor shall include in his bid the allowance without altering the allowance price bid. The Contractor shall provide original invoices or receipts for materials under this section and the allowance shall be used to pay: A. Invoice cost less any credits, deductions, or discounts; B. Shipping and handling costs from the manufacturer denoted on the invoice; C. Sales tax (NOT applicable); D. Costs of manufacturer's extended warranty or service options if selected by the Owner. E. Start up services provided by the manufacturer. The following are costs NOT included in allowances and are to be considered subsidiary to other bid items: Installation labor, equipment, or materials; field painting; services of service personnel or installers; contractor's mark-up, overhead and profit. SAVINGS BELONG TO OWNER: Any allowance not spent reverts to Owner. Any excess spent over the allowance is the responsibility of the Owner. No Contractor's profit or mark-up will be paid on allowance exceedance. PART 2 — PRODUCTS 2.1 STAINLESS STEEL PRODUCTS: (Not all of these products are required for this project. Refer to schedules on the plans.) A. Handrails: Custom bent hand rails shall be constructed of round 1.90-inches x 0.145 inch , 304L low carbon stainless steel and welded using 409 stainless welding rods. B. Handrails shall not be deformed, bent, crimped, dented or otherwise marred. Handrails shall be newly manufactured made of new tubing materials and exhibit no surface oxidation that cannot be removed by. sanding. Defective railing shall not be installed and shall be removed from the site. C. Handrail sockets: S R Smith, Paragon, Spectrum or equal bronze wedge anchors for 1.90 inch diameter handrails and ladders. D. Ladders & Grabrails: Furnish and install 1.90-inch (O.D.) diameter x 0.146-inch (min.) wall Type 304L stainless steel cross braces ladder where shown on the plans. Equal to S R Smith, Paragon, or Spectrum TBC PROJ#01.15116.00 2016-08-01 131100 - 2 418 EXHIBIT 3 SWIMMING POOLS E. Ladders shall have ABS-UV inhibited steps bolted between ladder rails. F. Bronze sockets anchors secure ladders to the deck. The sockets shall be of the bronze wedge type using a tightening hex -nut to securely wedge the railing in the socket. 2.2 FILTERS (GENERAL) A. General: Filters shall be of the make, model and manufacture scheduled on the plans or an approved equal. The filters shall be new, of first quality, and designed such that tank, linings, and filter shall be NSF-50 listed and conform to NSFIIANSI 50-1996 latest edition. Operating pressure of 50 or higher psi (0.35 MPa) with a safety factor of at least 3:1. B. Filter Valves: The type of filter valve manifold is clearly shown on the plans. Filters shall be furnished with interlocking butterfly valve system to allow operation of filter valves from filter cycle to backwash cycle and back with a single stainless steel lever actuator with stainless steel hardware. Labeling of valves operation for backwash mode and filter mode must be clearly labeled on each filter valve manifold. C. Filter Piping External: External face piping shall be Schedule 80 PVC pipe and fittings. Flanges shall be located so as to allow for easy dismantling of face piping. All fittings may be either solvent cemented or full face gasket flanged joints. i. Piping shall be drilled and tapped where necessary to accommodate gauge tubing connectors. All valves 3" and larger shall be PVC body/PVC disc wafer valves. Systems incorporating solenoid, pneumatic or hydraulic valves shall not be acceptable on this project. Refer to Section 13 11 46 for more requirements on valves. iii. Standard accessory items shall include: 1. Removable and cleanable sight glass rated for 50 psi minimum with polycarbonate glass 2. Tank mounted gauge panel with two 4-112" diameter pressure gauges 0-60 psi scale capacity, %" petcocks, %" poly vent tubing with PVC compressions adapters. 3. Automatic air release valve, APCO or equal atop the tank. D. Filtration/Backwash Control. Manual only; single lever valve actuator. ACCEPTABLE FIBERGLASS SAND FILTER MANUFACTURERS A. The filters shall be new, of first quality, horizontal high rate sand filters and designed to an operating pressure of 50 psi and hydrostatically tested to 75psi. Tank, linings, and filter shall be NSF-50 listed and conform to NSFIIANSI 50-1996 latest edition. Acceptable manufacturers below: Nemato Corporation Paragon — Stark Filter 5405 N. Blackstock Road 1351 Route 55 Spartanburg, SC 29303 LaGrangeville, NY 12450 800.361.5025 845,463.7245 Neptune -Benson 6 Jefferson Drive Coventry, RI 02816 800.832.8002 TBC PROJ#01.15116.00 2016-08-01 131100 - 3 419 EXHIBIT 3 SWIMMING POOLS B. Filter Media: Filter shall contain recommended sand volume of U. S. Silica mystic White II #20 hard, uniformity coefficient shall not exceed 1.53. Specific gravity shall not be less than 2.5. pH of media to be 7.0. Furnish sand to the site in original unopened bags. 2.3 PUMPS: (Not all pump types below will be required. Refer to pump schedules on the plans.) A. General: Pumps shall be centrifugal pumps with premium efficient motors of the make, model and manufacture scheduled on the plans or an approved equal. The pumps shall be new, of first quality and designed for the operating conditions stated on the plans. Cast iron pump internal volutes shall have a 3M ScotchKote 323 internal factory applied liquid epoxy coating. B. Acceptable manufacturers of cast iron pumps are (but refer to schedule on plans for requirements) : 1. Aurora/Pentair 2. Paco Pumps 3. Marlowe Pumps C. Submersible pumps: Submersible pumps shall be furnished with cast iron pump quick - connect base; stainless steel lifting cable or chain; lift guide rails; submersible power cable(s); and combination thermal protection/starter /disconnect. D. The pump drive motor shall be non -overloading anywhere along the pump curve for the rated impeller. The pump on the pump curve shall fall within 10 percent of the optimum efficiency for the pump. Provide pump curves with submittals. E. Composite pumps: Composite body pumps, where specified or permitted, shall be squirrel cage induction motor powered with a fixed impeller diameter for the model specified on the schedule. Pumps shall be furnished with integral composite -bodied strainer chamber and plastic basket. Furnish one extra plastic basket for each strainer shown on the plans. The strainer case shall have a clear plastic lid for viewing the basket contents without removing the lid. The lid shall be O-ring gasketed and twist -locked and unlocked without the use of tools. Pumps scheduled are manufactured by Badu Speck, Hayward Pool Products USA or Pentair Pool Corporation, USA. Refer to plans for schedule of pumps. D. Variable speed pumps: Pumps identified on the plans as IntelliFlo are Pentair Corporation variable speed pumps with on -board programmable speed control, RPM, % of power, or GPM/LPS. The Consultant will provide settings based on performance testing in the field. Refer to plans for schedule of pumps. E. Gages: Weksler 3 inch (60 mm) diameter glass faced, liquid filled, industrial gage with an accuracy of +/-1% with a 1/4" male threaded bottom stainless steel tap. Pressure gages on the discharge side of the pump: Equal to Weksler Regal 0-60 psi/0-400 kPa (psi and metric readings); white face; 1/4" t-handled gage cock. Combination pressure/vacuum gages on the suction side of the pump: Equal to Weksler Regal model, 30" Hg/0/30 psi /100/0/200 kPa (inches of Hg, psi, and kPa scales.) 2.4 LEVEL CONTROL DEVICES A. Electronic Actuation: Electronic automated water level controller shall consist of a surge tank mounted probe chamber secured to the tank wall. The probes provide a low voltage signal (12VDC) to the microprocessor monitoring unit in the pool mechanical room which in turn operates a 24 VAC solenoid valve on the make up supply line: TBC PROD#01.15116.00 2016-08-01 131100 - 4 420 EXHIBIT 3 SWIMMING POOLS Manufacturer: AquatiControl Technology (www.a uaticontrol.corn or approved equal Model: ELC-800r-SS Options: High level shut off, low level turn on, very low level pump shut off Housing: Watertight NEMA 4X Menu driven operating system. User interface keypad and alarm reset button. LCD display. FILL ON DELAY (time between sensor not sensing water and fill solenoid opening) shall be adjustable from 15 seconds to 99 seconds. FILL OFF DELAY (time solenoid valve is allowed to stay on after sensor begins sensing water) shall be adjustable from 2 seconds to 99 seconds. MAX FILL TIME (solenoid on time limit) shall be adjustable from 20 to 240 minutes and shall be able to disable for continuous filling. LOW WATER DELAY (time required before alarm is triggered) shall be adjustable from 10 seconds to 99 seconds. Outputs: The solenoid valve shall be 1 solid state relay output at 24VAC, 1.85A. Auxiliary shall be a mechanical relay output with C, NO, and NC contacts available at a terminal block. This relay is for remote annunciation of an alarm condition, or to interrupt power to the circulation pump during low water condition. Any of the following four conditions will initiate an alarm condition and all of them actuate on the relay output, the red LED and audible alarm. a. Maximum Fill Time Exceeded (Filled longer than setting), normal functions disabled until reset. b. Low Water Condition (low water detected) auto or manual restore (select auto or manual during programming). C. Level Sensor Problem (Sensor not working properly), auto restore. d. Low Water Sensor Problem (Sensor not working properly), auto restore. Power: The controller shall be provided with a six foot three wire power cord, 18 AWG; the controller operates on 9D to 130 VAC, 50160 Hz and is fused at 2 amps with a user protected 5x20mm fuse. The power to the unit is switched on the side of the controller. B. Float Actuation: Not used on this project. 2.5 POOL FITTINGS/MAIN DRAIN: A. Plastic Fittings: Return fittings shall be MLD-FI-360 5" x 5" flush floor fittings as manufactured by Lawson Aquatics. Lawson Aquatics 4431 Corporate Square Naples, Florida 34104 1.800.897.6160 B. Cup Anchors: Stainless steel T316 with integral cross bar and grounding screw. Welded hooked bars or notches in the gutter wall are not permitted. KDI Paragon Spec Sheet AA20.70 1351 Route 55 LaGrangeville, NY 12540 888.KDI.SWIM C. Main Drain: Lawson Aquatics FRP sump and unblockable cover in the size scheduled on the plans. Cast in place sumps will not be considered. VGB certified. TBC PROJ#01.15116.00 2016-08-01 131100 - 5 421 EXHIBIT 3 SWIMMING POOLS 2.6 CONTRACTOR SUPPLIED MAINTENANCE EQUIPMENT (None) 2.7 FLOW METERS A. Each aquatic circulation system shall be flow metered whether shown on the plans or not. B. Flow meters shall be +GF+ Signet model 3-99001 P ProPoint Flow Monitor with analog dial and electronic totalizer or approved equal.12 to 24V AC/DC wiring .required. C. The GF Signet Paddlewheel Rotor X model P515 flow sensor shall be installed with a wet tap valve GF Signet 3519 inserted into a PVC full saddle fitting such that the meter probe can be inserted and withdrawn from the line without disrupting flow. D. The readout display shall be panel surface mounted in a Signet heavy duty wall bracket 3- 0000.596. Low voltage wiring shall be neatly fastened along pool plumbing using nylon wire ties. E. Backwash lines shall be equipped with Blue -White Industries, Ltd Pitot Tube Acrylic Flow meters. Model F-300, D-300, or U-300 are all allowable if installed in the correct configuration. Specific model number should be selected based on design flow requirements and manufacturer's recommendations. 2.8 UNDERWATER LIGHTING A. CONDUIT: Per electrical sections of these specifications. Conduit shall be watertight Sch 80 PVC from the lighting niche to a point a minimum 9" (300 mm) above the maximum water level of the pool. B. TRANSFORMER/CONTROLLER/SWITCH: Furnish each group of four underwater lamps with 120v/12v transformers with adequate wattage to power the fixture count for that pool at 80% of the transformer wattage rating or Iess.Transformer locations shown on the plans. Transformer shall be UL listed for pool applications equal to Intermatic P100, 300, or 600S with stainless steel enclosure. C. LED WITH LIGHT NICHE: Pentair Intellibrite 5G Color LED, 12V AC or Intellibrite White LED 12V Pool & Spa Light Refer to plans. (400W equivalent unless noted on the plans) Intellibrite devices have an integrated 120VAC to 12VAC transformer option or the unit can be sold as 12VAC and is dependent on an external transformer. The pool contractor may NOT use these internal transformers but shall provide external transformers_ Supply LED light with a stainless steel niche housing designed for the fixture and equipped with conduit connections and bonding lugs. 2.9 POOL HEATING (Not Applicable) 2.10 POOL SHELL SURFACE PRODUCTS POOL PAINTED COATING SYSTEMS FOR CONCRETE POOL (Base Bid) A. The pool shall be prepared for, primed and painted with the Ecofinish AquaBright thermally fused epoxy system. B, The system must be applied by a factory authorized installer using manufacturer's specific TBC PROD#01.15116.00 2016-08-01 131100 - 6 422 EXHIBIT 3 SWIMMING POOLS equipment and products. All materials are to be delivered in new, sealed original labeled containers and stored in accordance with manufacturer's recommendations. 2.11 SUCTION VACUUM RELEASE SYSTEM (Not used in this project) 2.12 IDENTIFYING SIGNAGE A. Provide a laminated sheet with the following data neatly printed on the sheet for insertion into a sheet holder in the mechanical space: CITY OF DENTON WAVE POOL POOL VOLUME: 298,650 U.S. GALLONS WATER SURFACE AREA: 13,308 S.F. DESIGN TURNOVER TIME: 2.93 HOURS REQUIRED TURNOVER: 4.50 HOURS MINIMUM ALLOWABLE FLOW: 1107 GPM DESIGN FLOW: 1700 GPM @ 60 FEET T.D.H. MAX. POOL LOAD: 888 PERSONS C. OWNER SHALL provide and install health department required pool signage per state health code. Fasten signs in place with stainless steel hardware. D. The Contractor shall furnish and install the following two ply engraved plastic laminate plates: a. "AUTHORIZED PERSONNEL ONLY" 1-112" white letters on minimum 3" tall red plate installed on the doors to the filter room, the electrical room and to the blower room. 3 signs. b. "DANGER — HEARING PROTECTION REQUIRED" 1-112" white letters on minimum 3" tall red plate installed on the exterior of the door to the blower room. C. Label panels and subpanels in the electrical room with engraved laminate plates. Refer electrical drawings for nomenclature. d. Label WAVE CONTROLLER with engraved laminate plate. e. "DANGER —DO NOT ENTER SURGE TANK WITH PUMPS RUNNING!" in 1-1/2" white letters on minimum 3" tall red plate installed near the top of the surge tank. f. "DANGER -ACID" 1-112" white letters on minimum 3" tall red plate installed on the gate to the acid compartment. g. "DANGER -CHLORINE" 1-112" white letters on minimum 3" tall red plate installed on the gate to the chlorine equipment compartment h. "DANGER -BLOWERS MAY START AUTOMATICALLY- OBSERVE LOCK OUT PROCEDURES" in 1-112" white letters on red foreground laminate plate to be installed on the back of the caisson wall facing the blowers. 2 signs. 2.13 SACRIFICIAL ANODE (Not applicable to this project) 2.14 TRENCH DRAIN A. Lawson Aquatics 17" deep x 12" wide with 9" wide FRP trough with 12" wide 9 inch wide continuous Natare or equal composite GPM grating. Grating shall be: Polymer (GPM) Grating — Style#2 Natare Corporation 5905 West 741h Street Indianapolis, Indiana 46278 800.336.8828 TB PROD#01.15116.00 2016-08-01 131100-7 423 EXHIBIT 3 SWIMMING POOLS 2.15 SHADE CANOPY (Base Bid: Owner provided and installed. Alternate Bid: Contractor provides and installs) A. Products: 1. Resort Cabanas (www.resortcabanas.com) 12' x 12' nominal pre-engineered to 60 MPH Pacifica Model with optional Firesist flame retardant fabric cover and optional roof -top air vent_ Polyester powder coat painted frame from Owner's choice of 11 standard colors. More than one color may be selected.) Furnish anchor bolts and concrete footings per manufacturer's instructions but not less than 12" diameter x 48" concrete pier per leg or equivalent spread footing. 2. USA Shade, Dallas (800-966-5005) 20' x 40' hipped roof fire resistant fabric shade structure with minimum 8'-0" side eaves; powder coated steel; with bearing plates, braces, square tubular steel columns and anchors. Install per manufacturer's instructions including footings. Wind rated to 85 mph 3 second gust per ASCE 07-10. 2.16 LIFE LINE RACING LANE MARKERS A. Life Line ropes shall be blue and white 3/4-inch diameter twisted strand U.V. stabilized polypropylene secured on each end with chrome plated brass clamp type (screwed together) rope hooks. One end of the rope shall also be furnished with a swivel type snap hook. B. Floats for lifelines shall be 5" x 9" linear polyethylene treated with U.V. stabilizers and chlorine inhibitors. Floats shall be self locking or furnished with float keepers. Set floats at 3' -0" c-c. Floats are to be half blue - half white either cylindrical or ellipsoidal. C. For pools with racing or lap lanes furnish and install Competitor Racing Lanes plastic wave quelling disks on tensioned 3/16-inch multi -strand stainless "aircraft" cable with standard racing lane configuration using three colors of disks in alternating bands. Furnish super tensioner on one end. Line diameters and lengths are shown on Plans. Colors to be selected by Owner. KDI Paragon Spec Sheet AA20.75 1351 Route 55 LaGrangeville, NY 12540 888. KDI.SWIM D. For pools with racing or lap lanes, furnish one or more stainless steel frame Lane Storage Reel portable lane marker reels storage device with stainless steel castors in sufficient quantity to hold all lane markers and one spare. KDI Paragon Spec Sheet PA40.OX 1351 Route 55 LaGrangeville, NY 12540 888.KDI.SWIM PART 3 - EXECUTION 3.0 GENERAL A. Follow manufacturer's written instructions explicitly for the installation of swimming pool equipment and products. Where in conflict with the drawings or these specifications, the manufacturer's instructions shall govern. TBC PRO.I#01.15116.00 2016-08-01 131100 - 8 424 EXHIBIT 3 SWIMMING POOLS B. Coordinate electrical requirements with electrician. C. These specifications are intended to provide for complete working systems. If options, accessories, or other parts are not specified but are required for a working system they are to be considered specified. D. Deliver to project in original unopened containers labeled for location of installation. Protect from damage on site until project is complete and accepted by Employer. 3.1 FILTERS A. Install all filters on minimum 4" (100 mm) thick, level housekeeping pads neatly constructed of non -reinforced concrete with chamfered corners and rectilinear sides. Observe influent and effluent pipe centerline requirements based on pipe elevations given on plans. B. Sand filters: Install media carefully taking precaution not to disturb the collector tubes or distributor internals. Install the volume of sand required by the manufacturer for that particular filter. Level the sand before closing the hatchway. C. Fill the tank slowly and evacuate all air. Check for leaks at static pressure before starting pumps. Do not fill filter vessel with pool water discharged by the circulation pump. Fill by gravity from the pools above or from potable water supplies. D. When placed into service, record the gage pressures on the clean filter and submit to the Consultant. 3.2 ADDITIONAL INFORMATION ON FIBERGLASS SAND FILTER A. Ship filter systems to the site; inspect and protect from damage. B. Coordinate pool plumbing systems with foundation installation. C. Install filter tanks on level foundations. D. Connect pool piping per Section 13 11 46. E. Test all valve assemblies for proper positioning before attaching to filters. F. Once pumps are in position and recirculation system is ready, set the filter to filter mode, open air release assembly and begin filling tank with water. Operate in the filter mode and check for leaks_ Close the air release valve when all air has been evacuated. G. After the first back wash cycle is complete, open the filter and check the media surface. There should be no evidence of bypassing along the walls of the shell or scouring from the overhead distributor. 3.3 PUMPS A. Install pumps on level housekeeping pads neatly constructed of non -reinforced concrete with chamfered corners and rectilinear sides. Observe pump centerline requirements based on pipe elevations given on plans paying close attention to requirements for any pump suction strainers which may actually be taller than the pumps on which they are attached. B. Bolt each pump base to the house keeping pad with stainless still expansion bolts. TB PROJ#01.15116.00 2016-08-01 131100 - 9 425 EXHIBIT 3 SWIMMING POOLS D. Bond metallic pumps and pump bases electrically per N.E.C. Provide bonding wire connection at pump location. E. Install check valves a minimum of 60" from the pump discharge flange to the valve flange and install the pump butterfly valve at least 60" downstream of the check valve. Valve handles shall be installed for convenient operation but not so that they are dangerous to pedestrians. E. Before operating, verify proper rotation of pumps when wired. Install gages as close to the pump suction and discharge as possible. If the flanges for the pump suction and discharge are tapped, install the gages in the tap holes. E. Insure all connections are watertight. Do not run pumps (except to check rotation) without water in the system. Fill the system with water, bleeding off air from pipe lines. Verify all valves are in the correct position. Start the pump to insure proper movement of the water. After the pool circulation has stabilized, record the suction side and discharge side gage readings, record and submit to the Consultant. 3.4 LEVEL CONTROL DEVICES A. Pools (Electronic level control): 1. The remote sensing probe chamber shall be installed in the surge tank in a location approved by the Consultant. Coordinate before installing system. 2. Install low voltage wiring (*12 AWG or larger) in conduit paralleling pool plumbing pipe back to the mechanical room. Install the control unit where shown on the plans in the pool mechanical room. Controller shall be installed within the new pool mechanical room. 3. Connect the control unit to the 24VAC 10watt max slow close solenoid valve on the water supply line. The water supply will be brought to the pool mechanical room by the plumbing contractor under this contract. 4. Controller shall be mounted within 5' of a 120 VAC, 60 Hz grounded wall convenience outlet_ 5. Install 2" static overflow line from the surge tank to storm collection system. Install overflow invert 2" above static operating water surface elevation indicated on plans. 3.5 POOL FITTINGS: A. Plastic Fittings: Install fittings with 2-inch branch piping. Install tops of fitting flush with finished concrete surface. Do not remove adjustment plates or screws. Protect fittings during painting operations. Cup Anchors: Install rope anchors uniformly positioned between 1" above and 2" below waterline in the perimeter at end walls at the 5'-0" depths. Refer to Plans for other possible locations. G. Trench drains: Construct with the pool shell a 'vault' into which the fiberglass trench box can be installed, OR, alternatively, cast the fiberglass trench box into the pool floor. Concrete must completely surround the bottom and sides of the trench box. The top grate of the trench must be flush with the finished concrete surface_ Anchor trench box against flotation in fresh concrete. TBC PROD#01.15116.00 2016-08-01 131100 - 10 426 EXHIBIT 3 SWIMMING POOLS 3.6 CONTRACTOR SUPPLIED MAINTENANCE EQUIPMENT (None) 3.7 FLOW METERS A. install +GF+ Signet model 5500 ProPoint Flow Monitor with analog dial and electronic totalizer or approved equal on pool equipment room wall 48"-60" AFF within 48" of the pool chemical monitor/feeder. For multiple meter read-out units, wall -mount units side by side_ The readout display shall be panel surface mounted in a Signet heavy duty wall bracket 3- 0000.596. B. The GF Signet Paddlewheel Rotor X model P515 flow sensor shall be installed with a wet tap valve GF Signet 3519 inserted into a PVC full clamp on saddle fitting on discharge side of each filter/recirculation pump on longest straight run of pipe and following the filter. C. Run sensor wires between meters and read-out unit in inch schedule 80 PVC electrical conduit rectilinear with building walls and secured to walls. D. Pitot Tube Acrylic Flow meters may be installed by drilling pipe, remove all burrs from drilling inser the pitot tube with gasket in place. Tighten manufacturer supplied stainless steel clamps alternately & insure that flow direction is towards the pitot tube opening. E. Pitot tube installed on Schedule 80 PVC will report flow 12% higher than actual flow. Pool contractor shall install valve tag on flowmeter representing "-12% for actual". 3.8 UNDERWATER LIGHTING A. Select lamp cord length when ordering underwater fixture to reach from the lighting niche to the 120vac/12vac transformer. Connect the transformers via a gutter to a NEMA 4X stainless steel lighting disconnect switch in the field next to the transformers. Run 120vac circuit to proposed electrical room in the wave pool back of house. B. Switch and operation of lighting to be located in the electrical room near the wave pool controller. C. Refer to NEC 680 for proper installation of underwater lighting. D. Install lighting so the lamp is submerged by 18" minimum of pool water. 3.9 POOL & SPA HEATING (Not in project) 3.10 POOL SHELL SURFACE PRODUCTS THERMALLLY FUSED EPDXY RESIN COATING (AQUABRIGHT) A. Safety: Observe OSHA requirements (29 CFR 1926) and manufacturer's recommendations for use of paints, solvents, epoxies or other coatings or thinners, cleaners, etc. Do not paint in confined spaces without proper ventilation. Do not use combustibles near possible source of ignition. Display caution signs during spraying advising against open flame. B. SCOPE: The extent of the AquaBright coverage shall be as follows: a. The entire floor of the pool from the face of the caisson to the upper edges of the beach entry where it meets deck. b. The wave pool walls from the floor to the coping. TBC PROJ#01.15116.00 2016-08-01 131100 - 11 427 EXHIBIT 3 SWIMMING POOLS C. The coping sides and top and the back of pool wall (where a parapet condition exists) down to the deck_ d. The face (pool side) of the caisson but not the top or interiors. Do not coat grating. C. SURFACE PREPARATION: a. The shotcrete and cast in place surfaces to receive AquaBright shall be rubbed smooth to a float finish prior to coating. Remove surface imperfections caused by forming. Fill bug holes and honeycombing with a white marcite plaster mix. DO NOT USE BONDING AGENTS. b. The system installer shall approve the concrete surface before beginning work. If system installation work commences, the system shall be deemed to have been approved and acceptable to the installer. C. The system will not bridge large cracks. Cracks deemed unacceptable to the Engineer shall be routed and epoxy filled prior to installation of the AquaBright system. d. Remove or mask off all floor return fittings, anchors, trench grates, main drains, caisson grating, and decks not intended for coating. e. Mask off any expansion joints. f. Do not apply primer or coatings when dust or debris is present or when windy conditions exist. g. Acid wash and power wash if required by system installer to meet surface requirements. D. APPLICATION: a. Roller apply the acetone/epoxy prime coat as required by Ecofinish for their system. b. Spray apply the epoxy powder through the torch/blast gun (supplied by Ecofinish) in a minimum of two coats, each coat being transverse to the previous coat. Apply the color uniformly, thoroughly covering the substrate and fusing the melted epoxy polymer into the surface. Touch up uneven colored areas. Apply the final floor color coat from sufficient distance to give a surface with adequate friction resistance for walking. Slick surfaces on floors are not acceptable. C. Using a contrasting color of AquaBright selected by Owner, stencil all stripes, in -pool depth markers and targets into the pool floor and walls. Refer plans. E. Protection: Do not paint during high wind or rainy weather. Protect surrounding equipment, fixtures and property from droppings and overspray. Bear all expense for cleaning contaminated or damaged surfaces. Protect fresh paint from damage. F. Access: Do not remove scaffolding or other rigging necessary for painting until engineer approves coating. If necessary for inspection or testing paint the contractor will re -construct scaffolding. G. Quality of Work: Painting shall be done using suitable equipment for the materials being applied according to paint manufacturer's written instructions. Coatings shall be applied in evenly distributed passes with sprayers, brush or roller. Each required coat shall be uniform in coverage. Remove any brush or roller marks. Remove sags or runs. Wait the required time between successive coats, allowing additional time for less than optimum ambient conditions if necessary. H. Protection of Other Work: Protect work of other trades from overspray. Protect other painted surfaces from overspray. Protect vehicles or property from damage from drifting paint. If necessary, barricade off work zones. Protect floors, even unfinished surfaces, from paint droppings or spray. I. Without limiting this warranty scope, the work shall be warranted not to: TBC PROJ#01.15116.00 2016-08-01 131100- 12 428 EXHIBIT 3 SWIMMING POOLS 1. Noticeably discolor, yellow, streak, bloom, bleach, or darken. 2. Change sheen with excessive speed or irregularity. 3. Peel, blister, crack, or alligator. 4. Release from substrate or intermediate coats. 5. Chalk or dust excessively. 6. Stay tacky or become tacky. 7. Mildew. 3.11 SUCTION VACUUM RELEASE SYSTEM (not used in this project) 3.12 IDENTIFYING SIGNAGE A. Fasten in place with stainless steel hardware_ 3.13 SACRIFICIAL ANODE (not used in this project) 3.14 TRENCH DRAIN A. Grates shall fit snugly in the trench with no projecting edges above or below surrounding surfaces. Grates shall be secured such that they are not removable without tools. If specified or shown on the Plans, polyurethane or polystyrene form blocks shall be used to form channels. These are available from Grate Technologies or ABT Polydrain and others. Secure form blocks on line and grade and prevent flotation. Provide pool shell waterproof coating over all exposed walls and floors of trenches. Run all buried plumbing lines and fittings as per plans. Refer to plans for size and type. Protect all completed work. Store and protect all equipment in original shipping containers. Seal over drain grating during deck coating and painting operations. Clean cement or paint from completed drains. Clean all debris from drain channel and flush pipes. 3.15 SHADE CANOPIES (by Owner) 3.16 LIFE LINE AND RACING LANE MARKERS A_ Life lines shall be installed as taut as possible given that the line must undulate with the waves. Do not allow lines to submerge under wave action due to tautness but loosen rope anchors until the line floats freely under maximum wave conditions. B. Racing lines shall be install taut using super tensioners and springs. Racing lines will not be installed in the pool during wave activities. C. Assemble the required racing line reel(s) 3.17 TESTING A. Pressure test all circulation and branch lines, including wetted parts and equipment under operating conditions. Repair all failures or leaks. Refer to Section 131146 "Swimming Pool Piping and Equipment" for additional test requirements. B. Following Pool Filling: Balance the pool chemically as prescribed herein. Calibrate all testing equipment to match test results from proper titration kit testing. TB PRO ,!#01,15116.00 2016-08-01 131100 - 13 429 EXHIBIT 3 SWIMMING POOLS C. Check for leaks along the entire pipe line, in the mechanical room and in ceiling spaces around pool and fountain vessels. Repair all leaks. 3.18 MANUALS OF OPERATION AND TRAINING A. Pool contractor shall bear all expenses for manufacturer's installers, trainers or trouble- shooters to be on -site to install, calibrate, troubleshoot and train Owner's personnel on operation of the pool and wave equipment. Provide digital video recording of training. B. Furnish to the Consultant upon completion of all testing and prior to final acceptance of the project, two (2) three ring binders for the maintenance and operation of the pool clearly identifying by tabbed section the following.- B. Equipment manuals of operation. C. Spare parts lists. D. Installation instructions for equipment. E. Contractors' and suppliers' names and contact information. F. Marked 'record' drawings accurately depicting plumbing locations below ground and all equipment within the mechanical room. G. Copies of all warranties for all equipment furnished and installed. H. Provide type -written instructions for backwashing all pumps or cleaning filters. I. Descriptive information detailing proper care, maintenance, and cleaning procedures for equipment listed above shall be provided. J. Proof of product registration submittal by the pool contractor to the manufacturer for all products listed above that are supplied with a product registration card. TBC PROJ#01.15116.00 2016-08-01 END OF SECTION 13 11 00 131100 - 14 4301 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 13 11 46 SWIMMING POOL PIPING AND EQUIPMENT PART1-GENERAL 1.1 SUMMARY A. This section governs furnishing and installing swimming pool, spa and outdoor fountain water filtration and distribution system piping complete with all necessary fittings, pipe penetrations and supports. The lines governed by this section include but may not be limited to: Pool main drain Skimmer drains Backwash lines Filtered water return lines Chemical monitoring loop Chemical feed loops Heater, chemical, and bypass lines Pump suction lines Automatic level control static lines Automatic level control make-up water lines Fountain spray heads and nozzles Overflow drain lines B. Work covered under other sections: Section 131100 governs equipment used for pool filtration, pumping, water treatment, monitoring and controls, surge control, and level control. C. This section does NOT govern pipe installations for storm drainage, sanitary sewer, water distribution, general plumbing (other than pool system plumbing), or irrigation. 1.2 QUALITY ASSURANCE A. General: Provide pipe system that is watertight to a pressure of 40 psi (0.276 MPa 2.76 Bar) (refer to testing procedures in this specification). B. Contractor to submit a method statement for the execution of each item stating the installation activity, method of repairing and protecting existing work, and the finishing and clean-up process. 1.3 SUBMITTALS A. General: Submit information for each item specified in this section according to the general provisions of the construction agreement. B. Substitutions: Do not make substitutions of any equipment herein specified without specific written approval of the consultant. Provide proof of equivalency to the consultant for evaluation of the products to be submitted citing all material and significant differences between products specified and products offered for substitution. C. Provide all submittals under this section in one complete package; number of copies as required in general provisions governing submittals but no less than two (2) copies. TBC# 01.15116.00 2016-08-01 131146-1 431 EXHIBIT 3 PART2-PRODUCTS 2.1 PIPE SWIMMING POOL PIPING AND EQUIPMENT A. All pipe shall be SCHEDULE 80 PVC, of new manufacture. Salvaged, discolored, misshapen, or brittle pipe shall not be used and shall be removed from the project. B. The following table shall set forth the minimum acceptable criteria of PVC pipe by comparison to U.S. ASTM D-1785-2012 Type 1, Grade 1, Schedule 40 standards. All pipe and fittings shall be provided from the same manufacturer and shall meet the minimum requirements set forth in this table. Provide documentation of compliance: Minimum Pipe Dimension and Stress Criteria Nom. Size in. Outside Wall Sustained Burst pressure (mm) Diameter, thickness pressure rating rating @ 239C in.(mm) in.(mm) @ 23C psi (Mpa)* psi (MPa)* '/" 0.840 0.109 1250 1910 (15) (21.34) (2.77) (8.62) (13.17) 314" 1.050 0.113 1010 1540 (20) (26.67) (2.87) (6.96) (10.62) 1" 1.315 0.133 950 1440 (25) (33.40) (3.38) (6.55) (9.93) 1-112" 1.900 0.145 690 1060 (40) (48.26) (3.68) (4.76) (7.31) 2" 2.375 0.154 580 890 (50) (60.33) (3.91) (4.00) (6.14) 2.5° 2.875 0.203 640 970 (65) (73.02) (5.16) (4.41) (6.69) 3" 3.500 0.216 590 840 (80) (88.90) (5.49) (4.07) (5.79) 4" 4.500 0.226 470 710 (100) (114.30) (5.74) (3.24) (4.90) 6" 6.625 0.280 370 560 (150) (168.28) (7.11) (2.55) (3.86) 8" 8.625 0.322 330 500 (200) (219.08) (8.18) (2.28) (3.45) 10" .10.750 0.365 300 450 (250) (273.05) (9.27) (2.07) (3.10) 12" 12.750 0.406 280 420 (300) (323.85) (10.31) (1.93) (2.90) TBC# 01.15116.00 2016-08-01 1. *Standard ASTM test procedures 131146-2 432 EXHIBIT 3 SWIMMING POOL PIPING AND EQUIPMENT C. The following table shall set forth the minimum acceptable criteria of PVC pipe by comparison to U.S. ASTM D-1785-2012 Type 1, Grade 1, Schedule 80 standards. All pipe and fittings shall be provided from the same manufacturer and shall meet the minimum requirements set forth in this table. Provide documentation of compliance: Minimum Pipe Dimension and Stress Criteria Nom. Size in. Outside Wait Sustained Burst pressure (mm) Diameter, thickness pressure rating rating @ 23'C in.(mm) in.(mm) @ 23C psi (Mpa)* psi (MPa)* "/z" 0.840 0.147 1780 2720 (15) (21.34) (3.73) (1227) (18.76) 314" 1.050 0.154 1440 2200 (20) (26,67) (3.91) (9.93) (15.17) 1" 1.315 0.179 1320 2020 (25) (33,40) (4.55) (9.10) (13.93) 1-112" 1.900 0.200 990 1510 (40) (48.26) (5.08) (6.83) (10.41) 2" 2.375 0.218 850 1290 (50) (60.33) (5.54) (5.86) (8.89) 2.5" 2.875 0.276 890 1360 (65) (73.02) (7.01) (6.14) (9.38) 3" 3.500 0.300 790 1200 (80) (88.90) (7.62) (5.45) (8.27) 4" 4.500 0.337 680 1040 (100) (114.30) (8.56) (4.69) (7.17) 6" 6.625 0.432 590 890 (150) (168.27) (10.97) (4.07) (6.14) 8" 8.625 0.500 520 790 (200) (219.08) (12.70) (3.59) (5.45) 10" 10.750 0.593 490 750 (250) (273.05) (15.06) (3.38) (5.17) 12" 12.750 0.687 480 730 (300) (323.85) (17.45) (3.31) (5.03) 1. *Standard ASTM test procedures D. FITTINGS: Fittings shall be of the same schedule and rating as the pipe in which they are installed. E. JOINTS: Solvent weld PVC glue joints for pipe to pipe connection. PVC flanges with stainless steel bolts and hardware for connection to butterfly valves; bulkhead fittings for connection to stainless gutters where shown on plans or for connection to small filters. Larger filters require PVC flange connections. "O" Ring gasketed pipe not permitted. TBC# 01.15116.00 2 016-08-01 131146-3 433 EXHIBIT 3 SWIMMING POOL PIPING AND EQUIPMENT UV PROTECTION: Any PVC pipe to be installed where it is exposed to sunlight shall be provided with manufacturer's UV inhibitor such as titanium dioxide or equal and shall be painted with two coats of acrylic latex paint to provide long term UV protection. 2.2 PIPE ACCESSORIES A. Pipe Penetration Gasket: Pipe penetration gaskets where designated and for all pipe 100 mm (4 inch) diameter or larger passing through existing concrete structure shall be Linkseal, Metraseal or approved equal compression gaskets consisting of rubber links compressed by stainless steel plates and hardware. B. Pipe Hangers: Small pipe (3" or 80 mm or smaller) shall be suspended from ceilings or walls by Clic-X nylon serrated locking strap fasteners secured to the ceiling or wall with stainless steel expansion anchors of appropriate size. C. Pipe Hangers: Larger pipe (4" or 100 mm or larger) shall be suspended from ceilings with fiber reinforced plastic (FRP) clevis straps with galvanized steel all -thread rods drilled and epoxy anchored into the ceiling. Alternatively, for multiple parallel pipe, the hanger can be fabricated with galvanized Unistrut framing supported by at least two galvanized steel all -thread rods drilled and epoxy anchored into the ceiling. D. Pipe Stands: FRP Unistrut; PVC pipe saddle. Pipe stands shall be furnished with floor flanges, stainless steel anchor bolts and a curved cradle supporting a length of one pipe diameter and at least one fourth of the circumference of the pipe. Supports 24" (600 mm) in height or less from centerline of pipe to floor may be constructed of cast -in -place concrete cradled as described above. Rubber isolation pads are required against any concrete cradle for the full length and width of the cradle. Two (2") inch (50 mm) and smaller pipe along walls shall be supported with Clic-X nylon brackets with stainless hardware. E. Saddle Tees: PVC glue on or snap on saddles are not permitted. Clamp on saddle x socket single outlet shall be required. Clamp on saddle shall have stainless steel bolts & Viton O-ring seal hardware installed with saddle. F. No -Leak Flanges: Any pipe 80 mm (3-inches) or smaller nominal diameter cast into a pool, spa, fountain or stream wall or floor (or other necessarily water tight structure such as a surge tank) shall be fitted with a no -leak flange set mid -depth of the wall or floor. The no leak flange can either be a glued -on fiberglass or PVC flange or a molded PVC fitting to which the pipe is glued or threaded on each side. Larger pipe requires Pipe Penetration Gasket in Paragraph A above. G. PVC Pipe Solvent Welding/Jointing Materials: 1. PVC pipe cleaner/primer. UVlblacklight detectable primer. Do not use colorless or 'purple' primer. (Primer supplier to provide blacklight `flashlight' for detection to prove - up primer application.) 2. PVC pipe solvent welding cement glue: Use materials clearly marked for use in the pipe being joined. Glue to be clear, untinted. H. Insulating Spray Foam: CertaSpray Closed Cell foam or equal spray applied insulation and condensation prevention insulating. Install where shown on plans to a minimum thickness of 1" around pipe surface. TBC# 01.15116.00 2016-08-01 131146-4 434 EXHIBIT 3 SWIMMING POOL PIPING AND EQUIPMENT Pool contractor to install insulating foam on pool/spa or water feature suction and return lines where piping is installed in an interior finished space. Parking garages are not a finished space. 2.3 VALVES A. SMALL VALVES: Valves in PVC lines up to and including three inches (80 mm) in nominal size shall be full port, full union CPVC, PVDF, or PVC ball valves (matching the size and material of the line in which they are installed). Hayward TB Series True Union Ball Valves or equal. B. LARGER VALVES: All valves 4" to 12" (100 to 300 mm) nominal diameter, inclusive, shall be PVC body wafer valves installed between pipe flanges, with 316 stainless steel shaft and pin. The disc shall be PVC unless otherwise specified or shown, manually actuated valves shall have 10 position latch lock handles. All bolts and nuts shall be stainless steel with stainless steel washers to be used when secured to PVC flanges. Eight (8") inch (200 mm) and larger valves shall be gear operated. ASAHIIAMERICA POOL -PRO or equal. C. CHECK VALVES: Check valves smaller than 3" shall be Spears - True Union 2000 Industrial Ball check valves or equal. Larger check valves sizes may be swing check or double door check valves. 1. Swing Check — Spears or equal PVC body swing check valve with Viton O-ring seals. Valve shaft have drain plug for servicing. No counter balance or indicator is required. 2. Check valves 4" and larger shall be APCO CDD-9000T double door check valves with 316 stainless steel body, door, spring, and hinge pin. Seat material shall be EPDM. D. VALVE TAGS: Provide each valve with a laser engraved 1-112" diameter round brass valve tag with beaded chain (pipemarker.com or equal) stating the function of the valve such as but not limited to: 1. HEATER MODULATION 2. POOL MAIN DRAIN, SPA MAIN DRAIN 3. POOL SKIMMER, SPA SKIMMER 4, HEATER IN and HEATER OUT 5. BACKWASH 6. POTABLE WATER SUPPLY 7. PUMP DISCH 8. NORMALLY CLOSED (Use this tag for any valve such as a pool or tank drain valve which shall be left closed under ordinary circumstances.) 2.4 BACKFLOW PREVENTION A. Reduced pressure zone principle backflow preventer equal to Watts Co. Model 909-QT where required on plans and whenever a potable water source is connected directly to the pool plumbing system as in the case of make-up water supplies. 2.5 BACKFILL MATERIAL A. Earth materials suitable for backfill of pipe trenches shall meet the following requirements: Gradation -- From fine powder to minus 1 inch (25 mm) diameter screen. No large clods, rocks or clumps. Excavated rock must be crushed to be used in backfill. TBC# 01.15116,00 2016-08-01 Organic matter — No visible roots or other organic matter. No other construction materials or debris other than earth, sand, gravel or small rock. 131146-5 435 EXHIBIT 3 SWIMMING POOL PIPING AND EQUIPMENT B. Excavated trench spoil may be used for backfill if it conforms to the requirements above. C. Reject unsuitable excavated trench spoil and supplement with borrow that meets these requirements. 2.6 PIPE IDENTIFICATION MATERIALS A. Seton (www.seton.com) or equal custom printed Opti-Code self-adhesive colored tape pipe markers with contrasting lettering identifying pipe function. Pipe FunctionMlording: Band Color: Letter Color: Seton No POTABLE WATER Dark Blue White M4154 MAIN DRAIN Black White M4154 SKIMMER DRAIN Green White M4154 FILTERED WATER Gray White M4154 CHLORINE Yellow Black M4154 ACID Red White M4154 BACKWASH Brown White M4154 Pipe sizes_(DN): %" to 1'/." 1'/z" to 2'/" 3" to 4° 41/" to 8" +10" Seton Size 8SM 8LG 12 24 32 B. Seton or equal directional self-adhesive `directional arrows -on -a -roll tape'; 1-inch (25 mm) wide with black arrow. PART 3 - EXECUTION 51 i cl:1►1:1C7_111 A. The drawings indicate the general arrangement of the pool plumbing. Details of proposed departures due to actual field conditions or other causes shall be submitted to the Consultant for approval. B. The pool contractor shall carefully examine the drawings and shall be responsible for the proper fitting and materials and equipment as indicated without substantial alteration. C. No installation shall be made that will provide a cross connection or inter -connection between a distributing supply for drinking purposes and the swimming pool or fountain that will permit a backflow or siphonage of water into the water supply. D. Pipe openings shall be closed with caps or plugs during installation. Equipment and pool fittings shall be tightly covered and protected against dirt, water, and chemical or mechanical injury. At the completion of the work, the fittings, materials and equipment shall be thoroughly cleaned and adjusted for proper operation. E. Workmanship: All materials to be used in this work shall be installed by workmen thoroughly skilled in their trade and all work shall present a neat and mechanical appearance when complete. The Consultant shall be the sole judge of whether work installed under this contract has met this requirement and the pool contractor, at no additional expense to the Employer, shall replace or correct any work not judged acceptable by the Consultant. TBC# 01.15116.00 2016-08-01 1311 46-6 436 EXHIBIT 3 SWIMMING POOL PIPING AND EQUIPMENT F. Layout: Exposed pipe in pool mechanical spaces shall be installed such that the pipe is parallel or rectilinear to building walls, Angled, twisted, strained or forced -fit pipe and fittings or use of "flex" pipe is prohibited. Pipe may not be run in direct contact with the building floors, walls or ceilings but shall be held off by the use of the prescribed brackets. G. Heating or torching plastic pipe to bend or shape it is strictly prohibited. H. Prior to laying any piping, the Pool Contractor shall schedule a "Pre -Plumbing Installation Conference" with the General Contractor for the purpose of determining the final layout of field piping and plumbing and equipment in the pool equipment area after coordinating with all other trades. 3.2 CUTTING PIPE: Shall be done in a neat and workmanlike manner without damage to the pipe. Cutting maybe done by means of mechanical cutter or handsaw. Remove all burrs. Ends of pipe shall be square cut and beveled before joining. 3.3 OPEN CUT INSTALLATION: The interior of the pipe shall be thoroughly cleaned of foreign matter and shall be kept clean during laying operation. Pipe shall not be laid in water or when trench or weather conditions are unsuitable for the work. Water shall be kept out of the trench until the pipe is installed. When work is not in progress, open ends of the pipe and fittings shall be securely closed so that no trench water, earthen or other substance will enter the pipes or fittings. Pipe shall not be installed in direct contact with subgrade rock or buried concrete structures but rather shall have a minimum of 100 mm (4 inches) finely graded backfll material as cushion between the pipe and any rock or structures. Buried pipe under yard, pavements, walks or deck shall have minimum 2'-0" (600 mm) cover. If invert elevations are shown, cover may be much greater than T-0" (600 mm). Invert elevations govern. Pipe shall be fully supported along its length in the trench as backfilling takes place. Pipe shall not be allowed to span lower trenches or voids without full earth support. Where possible, use a common trench for pool piping to minimize number of open cuts and possible conflicts with other trades. Pipe within a common trench shall be laid side by side with at least 2 inches (50 mm) between adjacent pipe walls to allow for later servicing. Pipe shall not be laid atop other pool pipes within the common trench. 3.4 BACKFILL: Backfill the pipe with clean earth, free of rocks, clods or vegetative matter. Mechanically tamp backfill with a trench compactor or packer plate in 9-inch (22 cm) loose lifts adding water to achieve maximum density. 3.5PIPE PENETRATIONS: A. Casting in pipe: If permissible by General Contractor in scheduling other work, pipe 3-inch (80 mm) diameter may be cast into walls of pits or pools but must have integral PVC no leak flanges mid -depth of the wall. B. Installing pipe through existing walls: Pipe shall be installed in sealed cores. The concrete shall be cored to a diameter as follows and sealed with a compression gasket (Linkseal): Nominal pipe size: Core diameter: Less than or equal to 4" (100 mm) Pipe OD + 2" (50 mm) Greater than 4" (100 mm) Pipe OD + 4" (100 mm) TBC# 01.15116.00 2016-08-01 131146-7 437 EXHIBIT 3 SWIMMING POOL PIPING AND EQUIPMENT C. In lieu of coring, pipe sleeves with a pipe inside diameter (ID) equal to the core diameters above may be cast into pit walls. Compression gaskets (Linkseal) shall then be used to make the installation watertight. D. If noted on specific core or sleeve installations on the plans, install expansive grout (grout to which Sika Interplast-N has been added) on the 'wet' side of the gasket and strike off flush with concrete surfaces. 3.6 PIPE SLOPE A. Generally unless grades are noted on the plans, direct suction and pressure pipes (pipe connected to pumps and not relying on gravity for flow) are not required to be laid on specific gradient but shall be installed on a reasonably uniform slope that affords full support of the pipe along its centerline. B. Gravity gutter drains or gravity skimmer lines shall slope toward surge pit or equalization basin at a minimum slope of 1 percent. Main drains from deep pools shall rise up immediately upon clearing the shell but only enough to flow on gradient to surge pit or equalization basin. 3.7 PIPE SUPPORT A. General: No exposed mechanical room pipe four inches (100 mm) in diameter or more shall be unsupported for a span greater than 48 inches of the pipe. B. Floor support: Pipe in filter rooms may not be run in contact with the floor. Pipe support pipe stands shall be used in filter galleries or other locations where long runs of horizontal pipe are installed without support of walls or equipment. FLOOR MOUNTED PIPE SUPPORT Pipe Size Pipe Size Height Above Method of Support (Imperial) (DN) Floor 0" - 5" 0 to 125 2" - 8'-0" (50 mm a. Uni-strut (FRP only) to 2.5 m) b. (1) 6" - 12" 150 to 300 4" - 2'-0" (100 a. concrete pedestal mm to 600 mm) b. pipe stand with cradle (steel) 6" - 12" 150 to 300 2'-1" - 5-11" a. pipe stand with cradle - bolt to (600 mm to 1.8 floor m) 6" - 12" 150 to 6-0" - 10'-0" a. (1) 300 (1.8 m to 3 m) b. frame x-braced against sway Uni-strut c. other approved structural steel support (1) Suspending from ceiling or wall mount required when ceiling or walls are available. C. Hanging Pipe Support: Furnish and install any necessary threaded rod/Unistrut cradles and clevis hangers to support pipe from ceilings. Use only stainless steel or FRP rods or fasteners. Galvanized punch straps or wires or other makeshift pipe hangers are not acceptable. TBC# 01,15116.00 2016-08-01 131146-8 438 EXHIBIT 3 SWIMMING POOL PIPING AND EQUIPMENT 3.8 JOINING PIPE A. SOLVENT -WELDED JOINTS: Shall be made in accordance with the manufacturer's recommendations. However, the following directions are considered minimum standards. All fittings shall fit easily on the pipe before applying cement. The outer surface area of pipe and inner wall of fitting shall be clean and dry. Primer is to be applied to the outer surface of the pipe and the inner surface of the fittings. Cement is to be applied to the outer surface of the pipe, or on the male section of the fitting only. When the outside surface area of the pipe end is satisfactorily covered with cement, allow ten (10) seconds open time to elapse before inserting pipe into fittings, turn fitting about the pipe end approximately 1/8 to 114 of a turn. Wipe off excess cement at the joint in a neat cover bead. 2. All joints shall remain completely undisturbed for a minimum of ten (10) minutes from time of joining the pipe and fitting. If necessary to apply pressure to a newly made joint, limit to ten (10) percent of rated pipe pressure until four (4) hours after joining. 3. Carefully handle all pipe and move as little as possible so that the cement seal shall not be broken before it is completely dry. 4. Full working pressure shall not be applied until the joints have set for a twenty-four hour period. 5. Protect plastic pipe from exposure to aromatic hydrocarbons, halogenated hydrocarbons and most of esters and ketones that attack the material. Protect all pipe form mechanical damage and long exposure to sunlight during storage. S. THREADED JOINTS Make threaded pipe joints with Teflon tape or approved equal, applied to the male threads only. 2. Do not apply solvent cement to threaded parts C. FLANGED JOINTS - All connections between PVC and metal pipes 4 inches (100 mm) diameter or larger must be flanged, plastic flange to metal flange. DO NOT use threaded connections between plastic and metal pipe except for 3-inch (80 mm) and smaller pipe and where specifically noted otherwise. D. O-RING GASKETED PIPE NOT PERMITTED - "O" Ring rubber gasket pipe shall not be used in swimming pool, spa, or fountain applications except for gravity sewer outfall lines, deck or floor drains, or other non -pressure applications approved by the Consultant. 3.9 BACKFLOW PREVENTION A. Backwash Piping: Backwash piping shall not be connected directly to sanitary sewer or sanitary sewer manholes but shall be terminated by the Pool Contractor at least two pipe diameters above the receiving pit or manhole overflow elevation. B. Potable (Make Up) Water: Make up water lines shall not directly connect to pool plumbing piping without use of a reduced pressure zone principle backflow preventer being installed in line on the potable supply side of the connection. An approved air gap fitting is acceptable if the potable water empties into a tank. TBC# 01.15116.00 2016-08-01 131146-9 439 EXHIBIT 3 3.10 PIPE INSTALLATION COMPLETION SWIMMING POOL PIPING AND EQUIPMENT A. Color Coding: Exposed piping in pools, fountains and spa vaults or mechanical spaces shall be color decal banded according to the scheme shown in Part 2 - MATERIALS and labeled as to function and direction of flow. B. Flushing: All pipe lines leading to or from the pool, fountain, or spa shall be thoroughly flushed clean before the pool is filled and placed in use. All drain boxes, surge tanks or other vessels shall be cleaned of sand, gravel or debris before being placed into service. C. Taps: Taps on pipe where required for probes, meters, small' pipe connections, or similar equipment shall be made using a clamp -on saddle with appropriately sized NPT outlet. Direct tapping, or glue on saddles of PVC pipe is not permitted. D. Cleaning: Remove excess glue, dirt, stains, paint or other similar materials from completed pipe prior to final acceptance of project by Employer. 3.11 QUALITY ASSURANCE AND TESTING A. Pressure Testing: Prior to pneumatically applying concrete to pool, spa or fountain shells, camp and test all rough -in pool plumbing by hydrostatic test, purging all air from lines and filling them with water with using a test pump adequate to raise the pressure in the line to the test pressure level. DO NOT AIR TEST PVC PIPE. Pressure test every pool line to 40 psi (0.276 Mpa) and hold for six hours with no drop in pressure and with no additional pumping or air pressure. Provide temporary pressure plugs and valves to allow for isolation and testing of lines. Provide pressure gage on each line being tested. With gages still in place, hold hydrostatic pressure on lines while concrete is placed. Repair all leaks and retest until passing. 2. Prior to placing pool, spa or fountain recirculation system into service, hydrostatically test all lines in accordance with the above procedure, to the same pressure and for the same duration. 3. Testing must be completed and passed before a section of pipe may be covered, enclosed or otherwise made inaccessible. B. Trench Backfill Testing: TBC# 01.15116.00 2016-08-01 Unless otherwise provided in these specifications, trench compaction testing is not required for pool, spa, or fountain piping. The pool contractor shall excavate and re -compact any trenches he has backfilled which settle due to poor compaction technique or backfill materials END SECTION 13 11 46 13 11 46 - 10 440 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 131416 WAVE GENERATION EQUIPMENT PART 1 — GENERAL 1.1 RELATED DOCUMENTS A. This specification section may relate to work described in other sections, specifically Section 13000-Swimming Pool. In the case of discrepancies, this section shall govern as it pertains to the wave generation equipment system described herein. B. This item is to be furnished under an ALLOWANCE line item which allowance shall be deemed to cover: a. Wave pool blowers b. Compressor c. Embed caisson slide gate valves. d. Blower ducts e. High temperature shut off switch f. Emergency shut off switch (within the blower room only and not the remote shut off switches shown) g. Wave controller panel h. Shipping from manufacturer to Denton, Texas via ground freight. i. Wave fan check valve j. Plenum discharge fan and hardware k. 1 n pneumatic piping I. Plenum access hatch m. Spare parts cabinet n. Audible alarm o. Caisson grates and frames p. Caisson splash guards q. Services of manufacturer's start-up technician at start up. C. The following items of work are specifically NOT included in the allowance but required for the complete work: a. Off loading, storing and protection of wave equipment. b. Insurance on equipment after reaching the project site. c. Concrete construction of any kind. d. Installation of wave equipment including mechanical fastening, electrical, connecting, and control system wiring. e. Ventilation and lighting of the blower or electrical rooms. 1.2 DESCRIPTION OF WORK A. Manufacturer TBC# 01.15116.00 2016-08-01 131416-1 441 EXHIBIT 3 WAVE GENERATION EQUIPMENT 1. The Manufacturer below has been selected to furnish a wave generation equipment system for the wave pool as shown on the project drawings and specified herein. WaveTek, 13 Green Mountain Drive Cohoes, NY 12047 Phone: 518.783.0038 Fax: 518.783.0474 E-mail: sales@aquaticgroup.com. This wave system is designed to accomplish the periodic generation in accordance with the patterns and wave heights as specified within the corresponding contract documents. 1.3 ALLOWANCE A. A specified allowance for the purchase of wave generation equipment has been provided in the bid form. The amount may not be changed by the Bidder and represents the maximum total funds to be paid for the equipment. B. The amount paid to the Contractor for the wave equipment will be the actual invoice amount to the contractor from the Manufacturer, the stated allowance notwithstanding. C. A line item has been provided in the Bid Form for the Bidder to insert additional Contractor costs associated with the handling, insuring, installation and testing of the wave equipment which shall include all profit and overhead for the equipment. The Contractor will be paid the actual invoice amount for the equipment PLUS the line item for handling, insuring, installation and testing. 1.4 SUBMITTALS A. Submittal Drawings- Submittals drawings must include dimensioned plan and elevation views as well as detailed locations of all wave generation equipment components, accessories, and all other required and specified components. B. The drawings shall state the predominant materials of construction and their finishes. C. Submittals shall also shall clearly delineated limit of supply lines as well as detail any relationship to adjacent work of other trades. PART 2 — PRODUCTS 2.1 DESIGN & MATERIALS OF CONSTRUCTION A. Embedded Items TBC# 01,15116.00 2016-08-01 1. Embedded items, as required by the specific system design, shall include stainless steel valve block -outs, wave fan block -outs, and a duct access port framed cover. 2. All embedded items, with the exception of the cover for the pressurized air manifold access port, shall be constructed of 304L stainless steel. The manifold access port shall be constructed of an 131416-2 442 EXHIBIT 3 WAVE GENERATION EQUIPMENT inert material structurally sized and suited for the corresponding manifold loads. 3. Each embedded item must be electrically bonded to meet NEC and any other state or local governing codes. B. Wave Fans TBC# 01.15116.00 2016-08-01 1. Wave fans must meet the design flow and static pressure requirements associated with the wave patterns and heights as specified by the corresponding contract documents. 2. Wave fans shall be low-pressure, high volume, centrifugal fans powered by direct -coupled induction motors. The fan housing shall be of all 304L stainless steel construction. In addition, fan housings shall be sandblasted and epoxy coated for additional corrosion resistance. 3. Wave Fan Motors a. Motors must be continuous duty rated and of a premium efficiency design. b. Motors shall be correspond to the NEMA assigned frame number, as dictated by speed and horsepower, for a general purpose, open drip proof, TC, foot mounted, style frame. C. The shaft length and end bearing configurations shall be as dictated by the corresponding TC style NEMA frame provided said shaft length allows for direct coupling with the impeller hub and the bearings will accommodate the corresponding loads at the given speed. Motor shafts shall be drilled and tapped for the installation of an impeller -retaining device. d. Motor windings must be triple -dipped for long-term protection. e. Space heaters must be installed to operate at any time the motor is turned off to maintain dryness of the windings. f. Motors must be precision balanced by the manufacturer. g. Motor mounting bases must include a structural mounting frame. Said frame, after being leveled and secured into position must be filled with a concrete mass as specified on the submittal drawings to minimize vibration. 4. Wave Fan Impellers a. Wave fan impellers shall utilize backward inclined, airfoil design blades for stable air delivery and non -overloading characteristics. b. Construction shall be of a Corten, or equal, material for corrosion resistance, high strength, and fatigue resistance. Impellers shall be additionally coated to a minimum of 1-112 mil thickness with a black rust inhibitive primer finish coat with a phenolic modified alkyd vehicle or binder. C. Impellers must be factory dynamically balanced. d. Impellers must be of all -welded design. e. Hubs shall be of the taper -lock design. 5. All fasteners that secure the c-face of the motor to the fan housing must be safety -wired to prevent back out during operation. The 131416-3 443 EXHIBIT 3 WAVE GENERATION EQUIPMENT impeller -locking device shall be similarly safety -wired for the same purpose. 6. Vibration analysis of the completed installation shall be less than 0.20 inches/second. If outside this range a qualified balancing shop shall be employed to bring the assembly in to the correct range. 7. A 304L stainless steel inlet cone shall be precision fitted to the inside diameter of the impeller to maximize efficiency. A stainless steel space cloth shall be installed on the outside of the cone for personnel protection during operation. Dowel pins shall be used when locating the inlet cone to permit correct alignment if removed in the future. 8. In the case of multiple fans, each fan must be equipped with a check valve at the discharge to prevent backward spinning of fans not concurrently in operation. Each check valve must provide for minimal leakage past the check valve doors. They must be of 304L stainless steel general construction with all non -stainless components of an inert material. In the case of multiple doors, the doors shall be linked together so as to be incapable of independent operation. All connection hardware shall be of 18-8 stainless steel. C. Air Directional Valves (ADV) 1. With the exception of the air cylinders, the ADVs must be of 304L stainless steel general construction with all non -stainless components of an inert material. 2. All ADVs shall incorporate minimal leakage valve seats that must be capable of withstanding the maximum static pressure developed by the wave fans. 3. Valves must be designed to provide for multiple wave patterns based on the specific project's programming set-up. 4. Each ADV shall be equipped with easily replaceable air cylinders that shall exhibit crisp motion from full open to the full closed position during it life cycle. Air cylinder rods shall be fitted with a rod eye which itself shall include a spherical bearing and a grease fitting. 5. Door hinges shall be fitted with replaceable wear bearings. 6. The manufacturer shall provide spare parts sufficient to ensure the continuous operation for a one-year period inclusive of pneumatic cylinders, solenoid valves, gasket material, bearing sets, etc. D. Splashguards Splashguards shall be of 304L stainless steel construction. Splashguards shall be of a tested design that eliminates water egress from the caisson into the wave equipment room during maximum wave height operations. E. Caisson Grates TBC# 01.15116.00 2016-08-01 Each caisson shall have a protective grate at the point of the connection with the wave pool proper. Grates and must be of 304L stainless steel construction. All anchoring and fastening hardware shall be of 18-8 stainless steel. Bond grates to the pool bonding grid. 13 14 16 - 4 444 EXHIBIT 3 WAVE GENERATION EQUIPMENT 3. The grate design must employ a rod spacing consistent State and local codes. 4. Anchor clips shall allow for some tolerance on installation to make up for non -uniformity in the concrete opening. F. Ducted Systems (Non -Applicable to Concrete Plenum Air Manifolds) G. Pneumatic System 1. The pneumatic sub -system shall include an air compressor and receiver tank of sufficient size to maintain adequate air pressure at each ADV during prolonged wave runs. The receiver tank associated with the compressor shall be provided with an auto -drain valve. 2. The manufacturer shall provide all the components of the pneumatic system inclusive of the compressor and receiver tank, valves, particulate filters, coalescing filters, regulators, low -air cut-off, high pressure relief valve, air dryers, lubricators, drip legs, piping, wall mount clamps, and fastening hardware. 3. All equipment within the system shall be of a minimum of 125 PSIG service rating- H. Wave Control Panel TBC# 01.15116.00 2016-08-01 1. The panel in question shall be a UL-listed control panel capable of all required motor starting, timing, and sequencing of all wave equipment electrical elements including, but not limited to, wave fan motors, control valves, solenoids, automatic stop station, and optional audio announcement system. 2. The electrical equipment shall be housed in an enclosure manufactured to NEMA standards and provided with filtered forced -air ventilation. In the case of freestanding control panels the enclosure shall be of a NEMA 12 rating. In the case of wall mounted control panels the enclosure shall be of a NEMA 4 rating. 3. Motor Control Circuitry a. For wave fan motors of 50 HP and higher, solid-state reduced - voltage starting equipment shall provide smooth step -less acceleration to optimize starting performance and eliminate electrical and mechanical shock. Where solid-state starters are employed the option shall be provided to limit the in -rush surge at time of start-up. b. The following items shall be additionally provided i) Circuit breakers for each motor. ii) Low -voltage, phase loss, and short circuit protection for three-phase equipment. iii) Thermal overload protection for each motor. iv) Indicating light for a power ON condition. v) Indicating light for proper position of all emergency stops to permit a start of the system. vi) Indicating light for a motor overload tripped condition. vii) Indicating light for an equipment room high temperature condition. 131416-5 445 EXHIBIT 3 WAVE GENERATION EQUIPMENT viii) Indicating light for low air pressure condition. ix) An hour meter for each wave fan. 4. Programmable Logic Controller (PLC) — Multiple Wave Pattern System a. A programmable logic controller shall be used to allow for the selection of different wave patterns. b. An operator interface panel shall be provided for selection of both wave cycle run time and rest cycle time. c. The PLC software shall be able to run multiple wave patterns, accept selective switch input for selection of specific wave patterns, allow entry of the sequence of operation of the selected wave patterns, supply the ability to fine tune wave timing to hundredths of a second incremental accuracy to the match dynamics of the pool design, and shall provide an early bell signal to sound before starting waves. d. The software shall include eight selections for use in choosing the particular wave patterns and a procedure to establish the sequence of the selected wave patterns. Each pattern shall sequentially transition to the next pattern automatically. 5. Programmable Logic Controller (PLC) - Diagnostic Light List a. LEDs for operating motors. b. LEDs for operating air directional valves. C. LED for the operating bell. d. LED for the start signal. e. Programmable Logic Controller (PLC) - Displays f. Wave cycle time elapsed. g. Rest cycle time elapsed. 6. Key -activated control circuitry with relays and solid-state timers that are totally separate and independent of the programmable controller controls, shall be provided which will allow the operator to run diamond wave patterns when it is desired to over -ride the programmable controller circuitry described herein. I. ACCESSORIES 1. Remote Stop/Start: The WGE supplier shall provide one remote STOPISTART switch and three STOP switches to deactivate the wave generation equipment. The wiring and installation of the equipment at the lifeguard stations shall be the responsibility of the electrical contractor. Said switches shall be provided in NEMA rated enclosures. 2. Audio Alarm: The WGE supplier shall provide one alarm signal to alert swimmers that the wave action is about to begin. The alarm signal shall be a 120 VAC, 1 amp output to be connected to an alarm device supplied by the owner. PART 3 - EXECUTION 3.1 PRODUCT HANDLING TBC# 01.15116.00 2016-08-01 131416-6 446 EXHIBIT 3 WAVE GENERATION EQUIPMENT A. Shipping, Delivery & Storage 1. The wave generation equipment shall be shipped to the jobsite in components. Coordinate on site delivery to minimize handling and storage 2. The wave generation equipment components shall be unloaded and stored in strict accordance with the manufacturer's operation and maintenance manuals. Failure to do so may void the warranty. 3. The owner/contractor is fully responsible for the safe storage of the wave generation equipment components including damage done by others, weather, vandalism, etc. 3.2 INSTALLATION A. Location 1. Refer to the project drawings and manufacturer's submittal drawings for the locations of all wave generation equipment components. 2. The equipment manufacturer's representative will make any necessary final adjustments to the system. B. Conflicts 1. The contractor shall promptly notify the Engineer, in writing, of any conflict between any requirements of the general contract documents and the manufacturer's specific written instructions prior to proceeding with installation. 3.3 FACTORY INSTRUCTIONS, START-UP, & TRAINING A. Prior to startup and instruction, the manufacturer shall provide the Owner with two complete sets of printed maintenance and operating instructions for the wave generation equipment system. B. A manufacturer's representative shall instruct the facility personnel, responsible for the use, care, operation, and maintenance of the equipment, in regards to the complete operation and general maintenance of the equipment components that comprise the system. PART 4 — POST INSTALLATION 4.1 The manufacturer shall warrant, in writing, that the wave generation equipment is to be free from defects in material or workmanship for a period of two years from system acceptance after training. Further it shall be stated in writing that so long as the wave generation equipment is operated and used in conformance with written instructions given and acknowledged by the Owner it will perform in accordance with these specifications. The warranty shall not cover damage caused by abusive treatment to the wave generation equipment during the construction phase of the project or when the equipment becomes operational. TBC# 01.15116.00 2016-08-01 END OF SECTION 13 14 16 13 14 16-7 447 EXHIBIT 3 TSC# 01.15116.00 2016-08-01 WAVE GENERATION EQUIPMENT 131416-8 448 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 22 51 19 SWIMMING POOL WATER TREATMENT EQUIPMENT PART 1-GENERAL 1.1 Scope: The Pool Contractor shall furnish and install a swimming pool water treatment system complete with all necessary items including the feeding, monitoring, and ph control, including all pipe and valves as hereinafter specified, and all accessories. This includes PVC pipe, unions, check valves, ball valves and fittings; ball type flow indicator. 1.2 Equipment to be furnished and installed: A. Chemical monitor/controller B. Acid storage tank and peristaltic pump C. Calcium hypochlorinator and pump D. Ultraviolet light disinfection system E. OSHA and NFPA Chemical Hazard Signs 1.3 Work Covered Under Other Sections: A. Refer to electrical sections Division 26 for ail power distribution, starters, switches, panel boards, transformers and related electrical wiring. Pools shall be electrically bonded. B. Refer to other specification sections for pool finishes, deck and coping stone, for fountain urns and finishes for fountains. Finishes are not specified in this section. C. Refer to Section 131100 of these specifications for "Swimming Pools". D. Furnishing and installing piping and accessories are covered under Section 131146 "Swimming Pool, Fountain and Spa Piping". E. Electrical work required but not defined in this section • Step down/up transformer if required by conditions on project. • Conduit, electrical fitting and conductors. Wiring and connection of equipment supplied by others, under this section. • Installation of Aunistrutc supporting devices for starter panel. • Electrical lockout of entire chemical feed system when pool circulation pump is not running in addition to system flow switch. PART 2 -- PRODUCTS 2.1 Swimming Pool Chemical Monitor/Controller: The pool monitor controller shall be a ProMinent DCM 2 unit with probe chamber, pH and ORP probes, and safety flow switch to disengage feeders when pool circulation is halted. A. Provide one extra probe each for pH and ORP. B. Provide electrical power to the unit (120VAC). C. The controller regulates liquid acid feed and liquid chlorine feed rates by switching feeders on and off. These devices plug into the controller. TBC# 01.15116.00 2016-08-01 225119-1 449 EXHIBIT 3 SWIMMING POOLS WATER TREATMENT EQUIPMENT D. Mount the unit on a clear acrylic back board held off the wall between 1%" and 3/4" with spacers on the masonry anchors. E. Neatly tie up all excess wire from probes to controller. F. Set the unit approximately 48" to 54" above finished floor in the pool mechanical room. G. Install the monitor on a branch loop off of the main pool circulation line. [This loop is also the chemical solution feed linejake off water to the probe chamber from the bypass loop before any chemical feed takes place. Return sampling line to the pool circulation line post -heater. Isolate the loop on each end with ball valves. H. Provide manufacturer's optional lockable acrylic cover. 2.2 DISINFECTANT FEED: Calcium Hypochlorite A. Provide Pulsar System 500, as specifically shown on the plans. Pulsar is a registered trademark of Arch Chemicals. Inc., Naperville. Illinois. PULSAR 500 (feed capacity 25-500 lbs. free available chlorine/day) Pulsar them. loop booster pump Venturi injector 300 lb. feeder capacity Electronic overflow shut off switch; shut off valve Polyethylene tubing B. Calcium hypochlorite tablets with minimum 65% available chlorine by weight; between 4.0 and 8.5 percent water by weight; between 0.4% and 0.6% scale inhibitor; in briquette form weighing between 6.5 and 7.5 grams per briquette. C. Furnish upon start-up of the pool two gallons (eight 1-quart bottles) of Pulsar Plus Acid Cleaner 50 in original unopened cartons for removing residue and scale from the chlorinator. Ultra Violet Light Disinfection System A. Equipment shall operate within the electromagnetic spectrum emitting wave lengths in the range of 200 to 400 nanometers to provide constant disinfection and/or inactivation of bacteria, algae, molds, viruses and destruction of chemical mono-, tri-, and di- chloramines. TBC# 01.15116.00 2016-08-01 EngineeringTreatm ent Systems, LLC Hanovia W9654 Beaverland Parkway Aquionics Inc. Beaver Dam, WI 53916 21 Kenton Lands Road 877.885.4628 Erlanger, KY 41018 2251 19-2 450 EXHIBIT 3 SWIMMING POOLS WATER TREATMENT EQUIPMENT 859.652.2159 Manufacturers shall have five years in the UV disinfection system market intended for swimming pool applications. Refer to plans for model identification B. Furnish with manufacturer's control panel. C. Lamps shall be medium pressurelhigh intensity U.V. lamps designed to provide continuous. U.V. ,wavelengths in the range of 200 nm to 400 nm. Lamps shall be warranted for a period of 4000 hours. Provide one full set of replacement bulbs for each U.V. chamber provided in this project. D. UV disinfection has no residual and therefore must be accompanied by a disinfectant that leaves a residual. The UV disinfection is secondary to the primary disinfected method. E. Voltage available is 480VAC13 Ph/ 60 Hz. Voltage transformer may be required refer to product requirements. If required, contractor to furnish and install. F. For periodic cleaning of the quartz sleeves and the UV monitor probe, the chamber shall be fitted with an automatic cleaning mechanism. The frequency of the wiper cycle shall be adjustable from 15 to 720 minutes and set for job conditions. G. The wetter surfaces shall be chemically passivated and all welds ground to eliminate any potential corrosion mechanisms. Crevices (as found behind a quartz thimble) shall not be permitted under any circumstance. H. The unit shall be sized to operate at 100% of the design flow (1700 GPM). I. Ultraviolet light reactor tubes shall be installed in the primary filtered return line ahead (upstream) of heaters and chemical injection points with isolation valves on either side of the tube and a valved bypass loop. Furnish and install in -line wire funnel strainer between flanges and downstream of the UV tube to catch any broken glass from the unit. The unit shall shut down automatically on loss of power to the pool circulating pump. 2.3. PH CONTROL: Muriatic Acid A. Acid feed shall be accomplished using a Stenner, LMI, or ProMinent peristaltic pump 0.5 - 10 gpd delivering muriatic acid to the chemical loop in a silicone tube with Santoprene or equal injection check valve just upstream of the chlorine injection point. B. The acid pump shall be connected electrically to the chemical monitor/controller which shall switch the pump on for pH adjustment. The suction tubing penetration from the drum shall be air tight through a stopper or vent. Acid feed shall be halted immediately on the loss of pool circulation. Interlock electrically with the pool circulation pump. C. Furnish Stenner Pumps STS Series tank system. Furnish UV resistant gray tank with Viton Grommets and stainless steel hardware. TBC# 01.15116.00 2016-08-01 2251 19-3 451 EXHIBIT 3 SWIMMING POOLS WATER TREATMENT EQUIPMENT D. Furnish acid carboy with an acid vapor scrubber equal to ProMinent or a non-metallic air admittance vent to prevent release of acid fumes into the mechanical room. F. Furnish 15 gal_ of muriatic acid upon completion of project. G. Furnish and install polyethylene spill pallet with ramp under acid containers in use or spare. PART 3 - EXECUTION 3.0 GENERAL A. Install all equipment in accordance with manufacturer's written instructions. B. Install all equipment neatly within the mechanical room, parallel to walls and level to floors. C. Furnish all equipment needed for complete and operating systems. Consult with manufacturer to determine any contractor -supplied equipment or tools that may be required. D. Retain all manufacturer's warranties, installation instructions, operating instructions, spare parts list and other data that comes with the equipment and furnish in a 3-ring binder to the Owner before final acceptance of the project. E. Calibrate or have manufacturer's representatives calibrate and start all equipment. Costs for manufacturer's representatives to come to the project for installation, calibration, trouble shooting or warranty repairs are the responsibility of the contractor until the end of the project (not equipment) warranty period. 3.1 SWIMMING POOL CHEMICAL MONITORINGICONTROLLER A. Install an IPS rated PVC chemical monitoring and feed loop as shown on the plans. This loop shall be isolated by Tru-union ball valves from the filtered return portion of the circulation system. The loop shall be branched with one portion of the loop carrying solution water to receive chemicals and the other branch passing through the chemical monitor flow cells. An in -line wye strainer and a safety flow switch is required ahead of the sampling flow cell. The safety flow switch is furnished as part of the monitor and shuts down the feed system in the event of loss of circulation from the chemical booster pump. The two loops shall be reconnected before connection into the filtered return. Chemically injected solution lines shall always be reconnected to the filtered return DOWNSTREAM of heaters, UV disinfection units, and any other equipment which could be damaged by chemicals in concentration. B. Project electrician to bring 120VAC11 phase power to the chemical monitor console. It is a plug in device. Pool contractor or certified manufacturer's representative to install the system per manufacturer's written instructions including wiring between the chemical monitoring and control unit and the chlorinator and acid feed pumps_ TBC# 01.15116.00 2016-08-01 2251 19-4 452 EXHIBIT 3 SWIMMING POOLS WATER TREATMENT EQUIPMENT C. Install chemical monitoring system on mechanical room walls with stainless steel epoxy -set anchors and hardware. D. Install wiring to the chlorinator and acid pumps in PVC conduit if more than 6 feet (2m) away from the control unit. Otherwise tie exposed wire neatly to pipe with nylon wire ties. E. Observe piping requirements in Section 131146 of these specifications. All piping shall be installed rectilinear with floors, ceilings and walls (except in curved rooms). F. Neither concentrated acid or chlorine solution lines shall be run long distances within the mechanical room. Instead, the IPS rated PVC chemical loop shall run from the filtered return line over to the chemical feed area where solution is injected into the chemical loop and returned to the pool return line. NOTE: Silicone or polyethylene or similar tubing connected to the discharge of peristaltic pumps, diaphragm pumps, or cal -hypo chlorinators shall not exceed 4 feet in length. Tubing shall NOT be strapped to circulation pipe, Unless the plans show otherwise: 1. Install tubing in excess of 5-feet in length within schedule 40 PVC pipe conduit secured to walls or ceilings or other „approved supports. OR 2. Install PVC hard piping to „within 5 feet of the chemical feed pump or chlorinator to serve as a chemical solution line of filtered water into which the chemicals can be infected. 3. The purpose of this specification is to avoid long and dan erous runs of tubing containing caustics and acids. 4_ This provision will be strictly enforced. G. Fill the system slowly and check for watertightness under static conditions before turning on circulating pumps. H. Calibrate the unit per manufacturer's instructions. Wire the chemical loop booster pump to the pool circulation pump to shut down the chemical booster on loss of power to the pool circulation pump to avoid overfeeding. [note: it is not sufficient to have a flow switch simply shut off chemical feed peristaltic pumps 3.2 DISINFECTANT FEED Calcium Hypochlorite A. The Pulsar unit has a NEMA double safe junction box with 120VAC power cord which plugs into the chemical ORP controller plug outlet. This is a switched outlet which energizes the on -board solenoid when chlorine is demanded. B. Furnish controller wall -mounted housing with lockable clear acrylic slide out door for reach controller TBC# 01.15116.00 2016-08-01 2251 19 - 5 453 EXHIBIT 3 SWIMMING POOLS WATER TREATMENT EQUIPMENT C. Adhere to manufacturer's written instructions. If these instructions are in any way in conflict with the drawings bring to the attention of the pool consultant or project Architect. D. Install the unit where it will not be damaged or present a hazard to pedestrian traffic. E. Coordinate with the electrical subcontractor to provide necessary power to the chlorinator and its recirculation pump. F. No more than five feet (5) of any one tubing (suction inlet or discharge to venturi) shall be exposed. Install longer tubing in 1/2-inch PVC conduit with unglued joints and fittings secured to walls or larger pipe. G. Install flow switch to shut down chemical injection on loss of flow. H. Test the chlorinator without adding chlorine briquettes initially. Test all valves, spray switches, overflow switches, and flow indicators for proper function. I. Check for leaks in tubing or chemical injection loop. Check for air bubbles which might indicate a leak. J. Verify proper inflow/outflow rates with the system running clean water. K. Fill the briquette tank with Pulsar chlorine briquettes and adjust settings. Even though the unit is controlled by the chemical ORP controller, set the built-in timer initially to feed a pool approximately 130% larger than the project pool. This will cause the timer to be a backup in case the controller fails to regulate the flow properly. L. DO NOT ADD CHLORINE OF ANY OTHER TYPE THAN THE PULSAR BRIQUETTES TO THIS FEEDER. DO NOT MIX CALCIUM HYPOCHLORITE WITH OTHER FORMS OF CONCENTRATED CHLORINE OR CHEMICALS. M. DO NOT USE MURIATIC ACID TO CLEAN THE UNIT. USE THE PULSAR PLUS ACID CLEANER 50 EXCLUSIVELY. Ultra Violet Light Disinfection System A. The UV chamber unit may be installed in either the vertical or horizontal axis as shown on the Plans. UV chamber must be installed on the primary return line with a bypass isolation loop. Butterfly valves shall be installed on both sides of the UV chamber and on the bypass loop. B. Floor mount: Install a concrete base under the UV chamber to support its wet weight C. Wall or ceiling mount: Install galvanized unistrut framing to support the UV chamber above the floor. Brace in two orthogonal directions to prevent swaying of the unit. Use galvanized threaded rod when suspending from the ceiling. Brace trapeze systems against sidesway. C. Install the factory supplied strainer downstream of the U.V. chamber but before the downstream isolation valve. TBC# 01.15116.00 2016-08-01 2251 19 - 6 454 EXHIBIT 3 SWIMMING POOLS WATER TREATMENT EQUIPMENT D. Install on a minimum of T-0" either side of the U.V. chamber flanges U.V. resistant UPVC pipe in lieu of standard PVC pipe. Use Schedule 80 PVC in other locations in the U.V. chamber loop. E. Mount control panel on uni-strut (galv.) frame on the wall or floor. Use all stainless steel hardware. F. Install the Control Panel within 30 linear feet of the UV unit. 3.3 PH CONTROL Acid Feed A. Wiring to the fractional horsepower peristaltic pump is by project electrician but is switched on/off by the chemical monitor/controller. B. Furnish and install peristaltic acid feed pump directly to mechanical room walls with stainless steel epoxy -set anchors and hardware. C. Silicone tubing from the acid carboy to the peristaltic pump OR from the peristaltic pump to the ejector fitting shall not exceed 5 feet in length on either side of the peristaltic pump unless the tubing is installed inside a 1/" (12) mm unglued PVC conduit and fittings to protect the tubing. The conduit shall be secured neatly to the walls of the mechanical room using nylon Clic-X brackets no more than 12" (300 mm) apart. PART 4 — POST CONSTRUCTION 4.0 TRAINING A. The contractor shall provide up to a total of six hours of on -site instruction to Owner's staff for the operation and maintenance of pool equipment. Note: Training may have to occur on separate and possibly on non-consecutive days_ No payment will be made for additional trips to the site for the initial six hours of training. B. Video tape the training sessions and provide the Owner two sets of DVD's of the training. C. Provide owner with (Material Safety Data Sheets) MSDS for chemical products delivered to the project. D. Provide Owner four copies of a written Operator's Manual. 4.1 WARRANTIES: A. The pool subcontractor shall warranty the total chemical system installation against any defects in workmanship and materials for a period of one year from date of acceptance of the total project including all buildings and site improvements OR from the date the Owner begins to access the pool for public use, whichever occurs first. B. The pool subcontractor warranty shall not apply to water chemistry balancing or adjustments to equipment once the pool has been properly balanced and the TBC# 01.15116.00 2016-08-01 2251 19-7 455 EXHIBIT 3 SWIMMING POOLS WATER TREATMENT EQUIPMENT chlorinator has been properly adjusted to maintain proper chlorine levels within the pool. C. Manufacturer's Warranty: Buy-back warranty for 100% of purchase price of the equipment (but not chemicals) for60 days from date of original purchase in accordance with manufacturer's written warranty policy. In accordance with manufacturer's written warranty policy warrant against defects in workmanship and materials for two years on all equipment except electrical equipment from the date of installation by an authorized dealer representative and registration of the system. D. Pool contractor to submit warranty registration card for sanitizing device and controller on behalf of the Owner on date of installation of the equipment. TBC# 01.15116.00 2016-08-01 END SECTION 22 51 19 2251 19 - 8 456 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 26 00 00 ELECTRICAL PART1-GENERAL 1.1 SUMMARY A. Provide electrical construction and renovations as set forth in the plans and specifications .: including electrical distribution, electrical devices, switches, transformers, wiring, pull boxes, junction boxes, luminaires; brackets, bases and poles for luminaires; and support for electrical devices. B. Provide demolition of obsolete electrical equipment- C. Not all fittings, bends, junction boxes, wall boxes, and ancillary equipment required by code are shown on the plans. Nevertheless, such equipment is deemed specified and required though not shown herein. D. Provide bonding and grounding for pool shells and equipment. E. Unless otherwise shown Contractor shall provide equipment, new, not used, and install in working order. Any electrical device shown shall require installation of power circuits, switches, outlets and supporting devices even if not shown on the plans. F. Refer to other sections for grounding and bonding requirements. G. Work includes but is not limited to: 1. Wiring, lighting and power distribution to the new concession building and all equipment. 2. Wiring, lighting and power distribution and control wiring to the wave pool blowers, starters, and compressor and controls. 3. Wiring, lighting and power distribution to the pool circulation equipment and controls and starters. 4. Overhead lighting, poles, bases, and wiring to overhead lighting from the pool mechanical room. 5. Wiring to underwater lighting fixtures including low voltage transformers. H. Relocation of secondary wiring and conduit to clear obstructions is included in the required work. Relocation of the underground primary service defined as on the power company side of the step down transformer, shall be by Denton Municipal Electric. 1.2 REFERENCES AND CODES A. Work shall conform to the requirements of the National Electrical Code as modified and adopted by the Owner. B. Lighting shall conform to the requirements of the Illumination Engineering Society of North America (IESNA) C. Electrical work shall conform to the requirements of the Occupational Safety and Health Act, OSHA. PART 2 — PRODUCTS 2.1 Motor Starters: Motor starters are required on any electric motor of one and one half (1-112) horsepower or greater but may be capacitor starters mounted on motors of two (2) horsepower or less if furnished by the manufacturer of a pump. Motor starters for larger than 2 horsepower motors shall be combination starter, disconnect, and overload protection NEMA rated starters in stainless steel NEMA 4X enclosures. Motor starters shall be Siemens, Rockwell, Square D, General Electric, Eaton or an equal approved by the Engineer. TBC# 01.15116.00 2016-08-01 260000-1 457 EXHIBIT 3 ELECTRICAL NEMA Size Max. Continuous Amperes Max. Horsepower at 200 volts AC Max. Horsepower at 230 volts AC Max. Horsepower at 480/575 volts AC 00 9 1.5 1.5 2 0 18 3 3 5 1 27 7.5 7.5 10 2 45 10 15 25 3 90 25 35 50 4 135 40 50 100 5 270 75 100 200 6 540 150 200 400 2.2 Reduced voltage starters: Where called for on the plans, a reduced voltage motor starter shall be required. Reduced voltage starters by the same manufacturers shall be electro mechanical, part winding, primary impedance or autotransformer/solid state type as required for the type of motor and horsepower being started. 2.3 Variable frequency drives: Variable Frequency Drives where called for on the plans shall be Siemens, Eaton, Toshiba, Fuji, General Electric or other brand approved by the Engineer. Variable frequency drives shall be sized for the motor, voltage and phase, for which they will be controlling. 2.4 Premium pump motors: Pump motors shall be premium efficient motors_ 2.5 Luminaires: Luminaires including underwater lamps shall be as scheduled on the plans. 2.6 Panelboards: Panelboards shall be as scheduled on the plans. They shall be copper bus type, door in door panels. 2.7 Wiring: Unless otherwise shown, wiring for general power distribution within buildings shall be type THWN copper wire rated for up to 600-volts. Wiring for exterior use, around pool equipment, and in shops and mechanical rooms shall be XHHN, XHHN-2, or THHN copper wire rated for up to 600-volts. Wiring for underwater use shall be rated for submergence. Type NM (non metallic sheathed cable (Romex for example) may only be used in residential or other special non-commercial buildings. NM cable may not be used in commercial projects. Services from transformers to meters shall be SEC (service entry cable) type THW or THW-2 copper or aluminum sized per NEC tables. 2.8 Conduit: Conduit shall be run in EMT tubing when located within walls or otherwise permitted by local code. Exposed conduit shall be RIGID metallic conduit. Conduit for underground or within concrete shall be PVC schedule 80 conduit. FMT (flexible metallic tubing) shall only be permitted in lengths of 10 feet or less from junction boxes to motors, lights or fans. Service entries shall be installed in rigid non-metallic conduit, corrugated armored conduit or galvanized steel conduit. 2.9 Low voltage transformers: Low voltage step-down transformers shall be U.L. listed for swimming pools, fountains, and landscape lighting and shall be installed in NEMA 3R stainless steel enclosures. Transformers shall be equal to 120 VAC primary with 12, 13 or 14 VAC secondary voltages Intermatic PX Series 100, 300 or 600. Lighting load shall not exceed 80% of 100, 300, or 600 watts respectively. PART 3 - EXECUTION 3.1 COORDINATION AND SCOPE OF WORK: TBC# 01.15116.00 2016-08-01 260000-2 458 EXHIBIT 3 ELECTRICAL_ A. Bonding of the pool shell and deck equipment; grounding systems -refer to other sections of these specifications. Refer to NEC Article 680.26. B. Pool Contractor to provide and install underwater niches and lamps. Electrician to provide conduit, junction boxes, or in the case of low voltage lighting, low voltage transformers. Underwater lamps will be furnished with underwater cable long enough to reach a junction box (or transformer) set a minimum of 10 inches above the high water level. From the back of the niche to the junction box or transformer, the submersible cable and the bonding wire shall be installed in water tight PVC conduit. If no other lighting controls are shown, run circuits to the distribution panel and provide a dedicated circuit(s). C. Provision and installation of pumps with motors - By Pool Contractor D. Starters, power and wiring for motors - By Electrical Contractor. E. Power distribution panels, transformers, circuit breakers, circuit wiring, convenience outlets, overhead and task lighting - By Electrical Contractor. F. Level Controllers - Level Controller furnished and mounted by Pool Contractor. Some level controllers require 120VAC circuit to be wired by the electrician. Refer equipment schedule to see if the level controller is electrically powered or mechanically operated. Electronic level controller requires 120VAC solenoid valve wiring from the controller to the solenoid valve also by the electrician. Solenoid valve to be furnished by pool contractor. G. Heaters — None on this project- H. Chemical monitors — 120VAC duplex outlets shall be sufficient for powering these plug-in devices. Requires 120VAC circuits (switched by the monitor) to chemical feed units, either peristaltic pumps, solenoid valves or controlled erodible feeders. The monitor(s), pumps, feeders, and solenoid valves are furnished and installed by the pool contractor and wired by the electrical contractor. Electrical distribution - All by Electrical Contractor. Low voltage (4-20 ma) wiring from flow sensors to electronic meters is by Pool Contractor K. Ventilation — Furnishing and wiring of ventilation equipment is by Electrical Contractor. Temporary service — Furnish and install any temporary 'soft service' equipment and make arrangements for power company for service drops, paying all costs incident thereto. M. Permanent service — Coordinate with power company for installation of permanent service to the project and make applications necessary for the service. In the event pad mount transformers are needed, provide conduit and service entry cable and meter base as required. Should extension costs be required to bring power to the project in proper phase and voltage, the Owner will pay such costs. N. Service disconnect— Provide a service disconnect switch to meet requirements of local code. O. Ground fault circuit interrupters — GFCI protected circuits are required: TBC# 01.15116.00 2016-08-01 260000-3 459 EXHIBIT 3 ELECTRICAL 1. In wet locations such as shower and locker rooms and all restrooms. 2. In pool equipment locations 3. On pool decks within 25-feet of any pool vessel. 4. In kitchens where lavatories, service sinks, or wash sinks are provided. P. Duplex Outlets- One or more weatherproof 120VAC duplex outlets shall be installed not less than ten (10) feet or more than twenty five (25) feet from each pool vessel such that every part of the pool(s) is within 100 feet radius of a duplex outlets. Within equipment areas unprotected by roof or walls, all convenience outlets shall be weatherproof. Q. Overhead wiring or fixtures — No lighting fixture, fan or other electrical wiring, conduit, or appliance shall be installed over a pool below a level 12 feet above the pool water surface for a distance extending five feet outside the pool wetted perimeter. R. Underground wiring — No wiring other than wiring to pool underwater luminaires shall be under a swimming pool, splash pad, or other similar vessel or within five feet horizontally of the wetted perimeter of the pool. S. Cover — Underground conduit shall have at least 24-inches cover. 3.2 SCHEDULING: A. Pool shells cannot be `shotcreted' or painted until pool bond wiring has been completed, inspected and approved by building officials. B. Deck concrete cannot be placed until deck bond wiring has been completed. C. Pool plastering or painting cannot take place until all filter equipment is operational so that the pool can be filled immediately after plastering or painting and filtering can commence. D. Pool cannot be opened until all chemical monitoring and feeding systems are on-line and until pool water heating system, if any, is operational. 3.3 LICENSING AND PERMITTING: A. Only licensed electricians may install electrical wiring, and connect power and distribution systems. B. If a separate electrical permit is required, it shall be obtained by the electrical contractor who shall pay all costs incident thereto. 3.4 TESTING AND START-UP A. Complete placard for all distribution panel identifying all circuits and spares. B. Test all GFCI breakers and circuits. C. Test all duplex outlets for proper voltage and verify grounding. D. Verify that all electrically powered devices are functioning including lights, motors, controllers, heaters, monitors, fans, air conditioning, and appliances whether furnished with this project or pre-existing, or furnished by the Owner_ TBC# 01.15116.00 2016-08-01 26 00 00 - 4 460 EXHIBIT 3 PART 4 — PAYMENT ELECTRICAL 4.1 MEASUREMENT AND PAYMENT: This work is considered subsidiary to other bid items included in the forms of proposal. No separate measurement or payment will be made for this work. TBC# 01.15116.00 2016-08-01 END SECTION 26 00 00 260000-5 461 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 26 05 26 GROUNDING & BONDING POOLS PART 1 -GENERAL 1.1 SUMMARY A. Provide a complete grounding system to all non -current carrying conductive components and grounded circuit conductors of the wiring system. B. Bond pool shell, metallic equipment, gutters, light niches, diving stands, starting blocks, decks, fountains, rails, etc. as required by NEC 680,26. C. All electrical work must be done by qualified, licensed electricians. PART 2-PRODUCTS 2.1 GROUND RODS A. Shall be 5/8" diameter by 10 feet long copper clad steel. Blackburn 6260, Thomson or equal. B. Bonding clamps shall be U.L. listed brass compression clamps. PART 3 - EXECUTION 3.1 GENERAL A. COORDINATION: Coordinate all work with other contractors. Unless otherwise coordinated or specified in these documents, responsibility for grounding and bonding remains with the Electrical Contractor. B. GROUNDING: 1. When grounding systems are not shown on the Drawings, as a minimum, ground in accordance with the NEC. 2. When grounding systems are shown on the Drawings, and are more stringent than required by the NEC, the Drawings take precedence. 3. Use a heavy duty exothermic welding process (HD ETP), for all grounding electrode to grounding electrode conductor connections, all grounding connections in contact with earth or concrete, and all grounding connections to structural reinforcing rod. 4. All chain link or steel fencing shall be grounded not more than 100 feet center to center. Ground all ladders, pumps, and other equipment. C. EQUIPOTENTIAL BONDING: TBC# 01.15116.00 2016-08-01 1. Tie all required equipment within five feet of the swimming pool vessel using minimum #8AWG bare copper wire. Secure to reinforcing steel grid in a minimum of two locations plus one more for each 1,000 s.f. of pool or deck surface at more or less equal distances from each other and at least 25 feet apart. Secure using U.L. listed brass electrical cable clamps with set screws. 2. The bonding grid shall be the swimming pool belly reinforcing steel. 260526-1 462 EXHIBIT 3 GROUNDING & BONDING POOL 3. Bond all metal pool pump and circulation equipment such as heaters, pumps, metal pool filters, metal grating, and metal pipe fittings, to the pool grid. 4. Bond all ladders, handrails or grabrails to the grid. If a ladder has metal stairs connecting the rails, then only one anchor need be bonded. If the steps are plastic or if, in the case of grab rails, there is no connection between the two rails, then bonding is required in both anchors. 5_ Bond metal doors, windows and metal frames located within five feet of the pool. 6. Bond metal fountain nozzles, metal drains, or other fountain accessories to the grid. 7. Bond metal anchor plates for water play features to the grid. 8. Bond metal gutters to the grid. 9. Bond metal main drain covers. 10. Bond metal diving stands and metal parts of diving boards. 11. Bond metal shade structure anchor plates or poles within five feet of the water. 12. Bond metal slide towers. 13. Bond fixed metal lifeguard stands. 14. Bond metal fencing within five feet of the water. 15. Bonding wires are not tied to the electrical grounding system. 16. Bond metal light niches and metal lamp parts. The lamp parts bond through the power cable back to the junction box or transformer. The niche bonds directly to the belly steel of the pool. 17. Bond deck reinforcing steel to the pool grid. a. If the pool deck is non -reinforced, constructed of stone, gravel, wood, or other non -reinforced surfacing bonding is still required. Install a #8AWG bare copper wire within 24 inches of the pool water continuously around the pool perimeter. b. The wire shall be not less than 4 inches or more than 6 inches below the surface. Clamp this wire to the pool grid at not more than 25-foot intervals 18. Bond any other metal part greater than four inches in greatest dimension or projecting into the pool more than one inch. PART 4 — PAYMENT 4.1 MEASUREMENT AND PAYMENT: This work is considered subsidiary to other bid items included in the forms of proposal. No separate measurement or payment will be made for this work. TBC# 01.15116.00 2016-08-01 END SECTION 26 05 26 260526-2 463 EXHIBIT 3 CITY OF DENTON WAVE POOL SECTION 310000 EARTHWORK FOR SWIMMING POOLS PART 1 - GENERAL 1.1 Scope: This item shall include furnishing all labor, equipment, materials, superintendence and other related services necessary to complete the earthwork indicated on the drawings or specified herein including: A. General site grading, filling, borrowing and compacting to achieve thefinal grades shown. B. Excavation and fill for swimming pools. C. Construction of base fill for slabs and decking. D. Backfilling formed structures. E. Over excavation and installation of select fill under pools and decks, if shown. F. Prepare a Storm Water Pollution Prevention Plan and adhere to the requirements of the plan to prevent sediment transport and siltation. Inspect, repair and maintain records as required by law. 1.2 Work Covered Under Other Sections: A. Protect previous work of any subcontractor, existing trees, sidewalks, curbs, pavement, buildings, and utilities on or adjacent to the site not included herein for removal or adjustment. B. Clearing and grubbing of trees and shrubs. C. Trenching and backfili of trenches. PART 2 — PRODUCTS 2.1 SELECT FILL: Select fill to sill to new subgrades, fill holes, and replace unsuitable sub -grade materials shall be clean sandy clay having a Plasticity Index (P.I.) between 5 and 15 and a Liquid Limit (L.L.) of 35 or less. PART 3 - EXECUTION 3.0 GENERAL A. Examination of Site: Prior to commencing work the Contractor shall examine the site and make himself fully aware of the conditions and requirements of the site. He shall make the Engineer aware of any abnormal or questionable soil conditions or the need for additional work not shown on the Drawings or specified herein. B. The Contractor shall use equipment specifically designated for the work to be performed. Do not break out curbs for access. Do not park equipment on parking lots outside designated staging areas. Protect all excavations with guard rails. C. Excavation and Backfill: Excavate to the lines and grade shown on the plans plus sufficient extra to allow for any necessary forming. Do not allow excavations or forms TBC# 01.15116.00 2016-08-01 31 00 00 - 1 464 EXHIBIT 3 EARTHWORK FOR SWIMMING POOLS to stand in water or to become loose and sandy. Where earth forming is used the soil shall be cut true to line and the concrete placed as quickly as possible to prevent drying or caving of the sides. Should sloughing or caving occur, the Contractor shall, at his own expense, back form, brace, parge or otherwise stabilize the sides. If backforming is used, forms and whalers must be removed after concrete placed against it has cured a minimum of three days. 2. Backfill shall be placed immediately after laying pipe or stripping forms and inspection of the final structure by the Engineer or, Owner's Site Representative. Remove all debris from the excavation prior to backfilling. Backfill in nine inch lifts, evenly on all sides of the structure if possible, compacting around the structure mechanically to 95 percent of Standard Proctor Density at optimum moisture. D. Surplus or unsuitable material shall be hauled away and disposed of by the Contractor. G. Subgrade Compaction: The Contractor shall sprinkle and mechanically compact fill under pool, decks, buildings and fill areas to 95% Standard Proctor Density at fl-3% of optimum moisture. H. Testing: The Owner shall make arrangements and pay for testing with a qualified independent testing laboratory at his own expense according to the following recommended schedules: Select Fill - Test compaction of each 9 inch lift of 25 foot x 25 foot grid over entire area of fill. Stagger grid for each lift. Test results shall be furnished to the Contractor and to the Engineer. Areas failing compaction test shall be delineated as half the distance to the closest passing test and reworked until the area passes. No further backfilling, earthfill, or paving may proceed until the previous layer has passed compaction testing. Failing areas shall be retested at the Contractor's expense. Final Grading: Break up all hard -pan earth or clay surfaces to make them suitable for sodding, seeding, or landscaping. Hand rake all exposed earth surfaces removing all rocks, clods and debris and smoothing the ruts from construction equipment. Leave areas to be sodded 2-inches below adjacent curbs, walks, decks or pavements. Taper gradually all transition to match existing, undisturbed terrain. PART 4 - PAYMENT 4.1 MEASUREMENT AND PAYMENT: Earthwork for aquatic facilities is considered subsidiary to other bid items included in the forms of proposal. No separate measurement or payment will be made for this work. All excavation is considered unclassified. TBC# 01.15116.00 2016-08-01 END OF SECTION 31 00 00 31 00 00 - 2 465 EXHIBIT 3 TECH SPEC SECTION NAMEXXX SECTION 31 31 16.13 CHEMICAL TERMITE CONTROL PART 1- GENERAL 1.1 SUMMARY: This work shall consist of furnishing all labor and materials necessary to treat building slabs and all new construction. 1.2. EXPERIENCE: This work shall be performed by a licensed termite company which has been in business for a period of at least two (2) years. PART 2 - PRODUCTS 2.1 Apply to slab areas of the concession building: A. Premise 2 1 Premise 75 (Imidichloprid) B. I MaxxPro 2F 1 I Maxx Pro WP (Imidichloprid) C. Talstar Professional (Bifenthin) D. Bifen Insecticide / Termiticide (Bifenthin) PART 3 - EXECUTION 3.1 METHOD OF TREATMENT A. The termite contractor shall supervise removal of all debris found within foundation walls or area on site. He shall maintain a representative on the job site during the entire backfill operation and shall treat soil as backfill is made along perimeter of building at the rate of 1 gallon to 2-112 linear feet. B. Treatment shall not be made when the soil or fill is excessively wet or immediately after heavy rains to avoid surface flow of toxicant from application site. Treated areas shall be immediately covered. After the fill has been compacted, apply an over all treatment under entire area of floor slab, including walkways and entrance platforms. Apply at the rate of one gallon per 10 square feet, except that in areas that fill under slab is gravel or crushed stone, apply at the rate of 1 gallon per 7 square feet. C. Apply to critical areas along both sides of foundation walls at the rate of 1 gallon per 2-112 lineal feet per foot of depth. D. Apply a heavy concentration around all pipes, expansion joints, and other areas susceptible to later termite entrance. PART 4- POST CONSTRUCTION 4.1 GUARANTEE A. A written guarantee shall be furnished to the Owner providing: Protection against future termite damage to structure and contents up to $25,000.00 for a period of five (5) years, with provisions for treatment in the case of termite infestation, without additional cost to the Owner. END SECTION 31 31 16.13 466 EXHIBIT 3 TECH SPEC SECTION NAMEXXX 467 EXHIBIT 3 CHAIN LINK FENCES AND GATES SECTION 32 31 13 CHAIN LINK FENCES AND GATES PART 1- GENERAL 1.1 SUMMARY A. This section shall govern the furnishing and installing of various types of chain link fence as shown on the plans. The definition of "height" or "high" or notes to construct a "...6-foot chain link fence" shall be interpreted to mean the height of the chain link fabric itself and not the height of frames, brackets or extensions of barbed wire or similar products. 12 GENERAL A. Conditions of the Contract 1. The conditions of the Contract (General, Supplementary and other Conditions) and the General Requirements are hereby made a part of this Section. B. Scope 1. This section includes all labor, material, equipment and related services necessary to furnish and install fencing materials. This section governs furnishing and installing all fencing fabric, posts, post foundations, rails, connectors, end caps, and necessary appurtenances. 1.3 PAYMENT A. Acceptable fencing will be paid for at the lump sum price or unit price set forth in the proposal. Payments shall be full compensation for clearing fence line, furnishing, hauling, and installing materials, excavation for footings, concrete for footings and all labor, equipment, and materials necessary for the work. No payment will be made for unauthorized work. PART 2 - PRODUCTS 2.1 MATERIALS A. Post Footing: Post footing shall be Portland Cement Concrete. B. Wire Fabric: Chain Link Fabric (shall comply with Federal Specifications RR- F-19111 C) shall be steel wire helically wound and interwoven in such a manner as to provide a continuous mesh without knots or ties except in the form of knuckling or of twisting the ends of the wire to form the selvage of the fabric. The woven wires will form a mesh with diamond shaped openings. The base metal of the fabric shall be a commercial quality of 9 gauge steel wire. The zinc coating of the fabric shall be by the hot -dipped process after fabrication in accordance with ASTM A392, Class I. The weight of the zinc coating shall not be less than 1.2 ounces per square foot of actual surface covered. The zinc used for coating shall conform to Grade "E" Federal Specification QQ-Z-351. The mesh size shall be measured between parallel sides. 468 EXHIBIT 3 CHAIN LINK FENCES AND GATES C. Vinyl Coated Chainlink Fabric: Where vinyl coated chainlink fabric is called out on the Plans, it shall be coated with fused and bonded PVC 7-12 mils in thickness as per ASTM F-668 Class 2B. Color shall be selected by Owner from manufacturer's standard color chart. Posts and rails and hardware shall receive a similar 10 mil coating but conforming to ASTM F1043, Group 1A or 1 C. D. Posts: All posts shall be made from standard weight steel pipe. The steel shall conform to ASTM A446 Grade D. The exterior surface shall be given a hot -dipped zinc coating 1.0 (+1- 0.15) or ozlft. (2) followed by a chromate conversion coating of 0.5 (+1- 0.2) mils of clear acrylic. The interior surface shall have a hot -dipped zinc coating of 1.0 (+1- 0.15) ox/ft. (2) followed by a chromate conversion coating. Zinc used shall be Grade "E", Federal Specification QQ-Z-351. Furnish galvanized fence post caps. 1. Line Posts: Line Posts shall be tubular steel of the size specified in the table below, heavily galvanized and spaced not more than ten (10) feet center to center. 2. Terminal Posts: Corner posts, end posts, and gate posts shall be tubular steel of the size specified in the table below and heavily galvanized. 3. Rails: Rails shall be tubular steel of the size specified in the table below and heavily galvanized, with sleeve couplings for expansion and contraction. For fences 6-0" or higher, a bottom rail of the same size as the top rail shall be installed. For fencesl 0'-0" or higher, a mid -rail is required of the same diameter as the top rail_ 4. Bracing: Brace each way from a corner making a deflection angle of 22.5-degrees or more: from a terminal post; and from either side of a gate. Braces to conform to the table for railing pipe below. 5. Truss Rods: Required for fences 6-0" or higher at all corners and gates. E. Tension Wire: No. 7 gauge galvanized coiled steel tension wire shall be installed along the base of the fabric if no bottom rail is called for. F. Fabric Ties: No. 9 gauge galvanized or aluminum wire spaced not more than 14 inches center to center shall secure the fabric to all posts. No. 9 gauge galvanized or aluminum wire spaced not more than 24" center to center shall secure the fabric to rails, braces, and tension wire. G. Barbed Wire: Barbed wire, if called for on the plans, shall be three lines of four -point pattern barb. Each line shall consist of two strands of No. 12 112 gauge galvanized wire securely fastened to galvanized extension arms on the fence top. H_ Extension Arms: Extension arms for barbed wire shall be Hot -Dipped galvanized carrying three wires with the topmost barbed wire extended 12" above the fabric and 12" out from the fence at an angle of 45 except at corners and gates where the arms are to be vertical. Gates: All gates shall be constructed of 1-5/8 inch diameter galvanized tubular steel frame. Fabric shall be the same as the fence in which the gate is installed. The following accessories shall be furnished for each gate.- 1 Corner and tee fittings of malleable iron or pressed steel having means for attaching diagonal bracing members. 2. Hinges of malleable iron providing for full 180 degree swing with bottom hinges to be ball and socket type. 469 EXHIBIT 3 CHAIN LINK FENCES AND GATES 3. Diagonal braces consisting of 3/8 inch diameter truss rods with turnbuckles, two to each gate frame. 4. Latches for single gates shall have a single fork latch with padlock eye; double leaf gates shall have two fork latches mounted on center plunger rod with padlock eye. 5. Hold backs shall be provided for each leaf of vehicular gates, employing a semi -automatic hold back catch to be anchored at least 12 inches into a 12 inch diameter by 24 inch deep concrete footing. 6. A malleable iron center rest, designed to receive the plunger rod, to be anchored at least 12 inches into a 12 inch diameter by 24 inch deep concrete footing, shall be provided for all double leaf gates. 7. Stretcher bars shall be not less than 3/16 inch by 3/4 inch flat steel and not more than two inches shorter than the fabric height. One stretcher bar shall be provided for each gate and end post. Two stretcher bars shall be provided for each corner and pull post. Stretcher bars shall be attached to terminal posts with 1 inch x 1/8 inch flat steel bands with 3/8 inch carriage bolts at intervals not exceeding 15 inches. J. Postholes: Hales for concrete footings for all posts shall be dug or drilled to the dimensions listed in the following tables: Holes for Line and End Posts Type Post Fabric Height Min. Hole Diameter Min. Hole Depth Post Embedment Line 5' 9" 30" 24" Line 6' 9" 30" 24" End 5' 12" 36" 30" End 6' 12" 36" 30" End & Line 8' 12" 42" 36" K. Fittings: The bid items shall include all necessary post tops, rail ends, hinges, bracing, fabric bands, and other fittings required to install the fence complete in place. Tops and rail ends shall fit over the outside of the pipe. TABLE OF MATERIALS Standard Pipe Weights (Schedule 40) 1 5/8" O.D. 2.27 Lbs/ft 2" O.D. 2.72 Lbs/ft 2 1/2" O.D. 3.65 Lbs/ft 3" 5.79 Lbs/ft L. Pipe Requirements: Fabric Height Fabric Gauge Line Post Terminal Post Rail 4' 9 1-5/81, 2-1/2" 1-5/8" 5' 9 1-518" 3" 1-518" 6' 9 2" 3" 1-5/8" 470 EXHIBIT 3 CHAIN LINK FENCES AND GATES 8' 9 2-112" 3" 1-518" over 8' Refer to Plans ... M. Slatting: Where slatting inserts are required they shall be equal to PDS polyethylene bottom locking tubular slats in color to be selected by Owner. Although tighter chain link mesh may be specified for this project, mesh where slatting is shown shall be 1-3/4-inch (1-314") mesh. PART 3 - EXECUTION 3.1 CONSTRUCTION A. All posts shall be set in concrete and spaced not more than ten (10) feet center to center. The posts shall be aligned carefully and set to vertical. The tops of the concrete bases shall be troweled to drain water away from the posts. Excavated materials from footings shall be spread neatly and uniformly to leave the area as sightly as possible. B. The fabric shall be installed in a workmanlike manner, generally following the finished contour of the site with the bottom edge of fabric located one inch to three inches above the final grade. The fabric shall be stretched taut, and free of slack edges or warped sections. END SECTION 32 31 13 471 EXHIBIT 3 SEGMENTAL CONCRETE UNIT MASONRY RETAINING WALLS (Standard Unit) SECTION 32 32 23.13 SEGMENTAL CONCRETE UNIT MASONRY RETAINING WALLS (Standard Unit) PART 1- GENERAL 1.1 SUMMARY A. This section shall consist of furnishing and construction of a KEYSTONE Retaining Wall System or equal in accordance with these specifications and in reasonably close conformity with these specifications and with the lines, grades, design, and dimensions shown on the plans. B. Construction drawings and design calculations for the retaining wall system shall be prepared by a registered professional engineer and shall bear his signature and seal. The contractor shall submit the construction drawings and design calculations to the engineer for approval prior to beginning construction. 1.2 CERTIFICATION: A. Contractor shall submit a Manufacturer's certification, prior to start of work, that the retaining wall system components meet the requirements of this specification. 1. The contractor's submittal package shall include but not limited to actual test results for tension/creep, durability/aging, construction damage, geogrid/facing connection, pullout, and quality control. B. Contractor shall submit certification, prior to start of work, that the retaining wall system (modular concrete units and specific geogrid): 1. Has been successfully utilized on a minimum of five (5) similar projects, i.e., height, soil fill types, erection tolerances, etc.; and 2. Has been successfully installed on a minimum of 1 million (1,000,000) square feet of retaining walls. C. Contractor shall submit a list of previous projects totaling of 500,000 square feet or more where the specific retaining wall system has been used successfully. Contact names and telephone numbers shall be listed for each project. D. Contractor shall submit a test report documenting strength of specific modular concrete unit and geogrid reinforcement connection. The maximum design tensile load of the geogrid shall be equal to the laboratory tested ultimate strength of geogrid 1 facing unit connection at a maximum normal force limited by the "Hinge Height" of the structure divided by a safety factor of 1.5. The connection strength evaluation shall be performed in accordance with NCMA test method SRWU-1. E. Contractor shall submit engineering plans prepared by a professional engineer experienced with Mechanically Stabilized Earth retaining wall systems and registered in the state of the project location. The engineering designs, techniques, and material evaluations shall be in accordance with the KEYSTONE Design Manual,1994, NCMA Design Guidelines For Segmental Retaining Walls,1993 or the AASHTO Standard Specifications for Highway Bridges, Section 5.8, 1993 Interim, whichever is applicable. 472 EXHIBIT 3 SEGMENTAL CONCRETE UNIT MASONRY RETAINING WALLS (Standard Unit) 1.3 MEASUREMENT A. Retaining walls shall be NOT be separately measured but shall be considered as part and subsidiary to site work provisions of the specifications. The Engineer may authorize other areas for installation at additional cost. 1.4 PAYMENT A. All retaining wall work shall be considered as a part of the total price bid for the various items of construction. The lump sum price shall include full compensation for excavating, and grading; furnishing, hauling, and placing modular units; backfilling, furnishing and placing all geotextile fabric, geogrid reinforcement, drains, rock embedment, reinforcing pins; and all labor, tools, equipment, and incidentals necessary to complete the work. PART 2 - PRODUCTS 2.1 Definitions A. Structural Geogrid: A structural element formed by a regular network of integrally connected tensile elements with apertures of sufficient size to allow interlocking with surrounding soil, rock, or earth and function primarily as reinforcement. B. Modular Unit: A concrete retaining wall element machine made from Portland cement, water, and aggregates. C. Unit Fill: Drainage aggregate which is placed within and immediately behind the modular concrete units. D. Reinforced Backfill: Compacted soil which is placed within the reinforced soil volume as outlined on the plans. 2.2 Modular Concrete Retaining Wall Units: Modular concrete units shall conform to the following architectural requirements. A. Face Color: Standard manufacturers' color or custom color as specified by the Owner. B. Face Finish: Sculptured rock face in angular multiplaner configuration. Other face finishes will not be allowed without written approval of owner. C. Bond Configuration: Running with bonds nominally located at midpoint vertically adjacent units, in both straight and curved alignments. D. Exposed surfaces of units shall be free of chips, cracks or other imperfections when viewed from a distance of 10 feet under diffused lighting. 2.3 Modular concrete units shall conform to the following material requirements: A. Cement: Materials shall conform to the following applicable specifications. 1. Portland Cement: ASTM C 150. 473 EXHIBIT 3 SEGMENTAL CONCRETE UNIT MASONRY RETAINING WALLS (Standard Unit) 2_ Modified Portland Cement: Portland cement conforming to ASTM C 150, modified as follows. Limestone - calcium carbonate, with a minimum 85 % content, may be added to the cement, provided these requirements of C 150 as modified are met; (1) limitation on insoluble residue 1.5 %, (2) limitation on air content of mortar - volume percent, 22% maximum; and (3) limitations of loss of ignition -7%. 3. Blended Cements: ASTM C 618. 4. Pozzolans: ASTM C 618. 5. Blast Furnace Slag Cement: ASTM C 989. B. Aggregates: Aggregates shall conform to the following specifications, as applicable. 1. Normal Weight Aggregates: ASTM C 33. 2. Lightweight Aggregates: ASTM C 331. C. Other Constituents: Air entraining agents, coloring pigments, integral water repellents, finely ground silica, and other constituents shall be previously established as suitable for use in modular concrete retaining wall units and shall conform to applicable ASTM standards or, shall be shown by test or experience to be not detrimental to the durability of the modular concrete units or any material customarily used in retaining wall construction. 2.4 Modular concrete units shall conform to the following structural and geometric requirements: A. Compressive Strength = 3000 psi minimum; B. Absorption = 8 % maximum (6% in northern states) for standard weight aggregates; C. Unit Depth - 20 inches minimum; D. Unit Width to height ratio = 2.25: 1; E. Unit Weight - 90 Ibslunit minimum for standard weight aggregates ; F. Inter -unit Shear Strength - 1500 plf minimum at 2 psi normal pressure; G. Geogridlunit Peak Connection Strength -1000 pif minimum at 2 psi normal force; H. Maximum Horizontal Gap between erected units shall be - 112 inch. 2.5 Modular concrete units shall conform to the following constructability requirements: A. Vertical Setback = 118"_- per course (near vertical) or 1"_ per course per the design drawings; B. Alignment and Grid Positioning Mechanism - fiberglass pins, two per unit minimum; 2.6 Shear Connectors: A. Strength of shear connectors between vertical adjacent units shall be applicable over a design temperature of 10 degrees F to +100 degrees F. Shear connectors shall be 112 inch diameter thermoset isopthalic polyester 474 EXHIBIT 3 SEGMENTAL CONCRETE UNIT MASONRY RETAINING WALLS (Standard Unit) resin-pultruded fiberglass reinforcement rods. Connectors shall have a minimum flexural strength of 128,000 psi and short beam shear of 6,400 psi. B. Shear connectors shall be capable of holding the geogrid in the proper design position during grid pre -tensioning and backfilling. 2.7 Base Leveling Pad Material: Material shall consist of a compacted crushed stone base or non -reinforced concrete as shown on the construction drawings. The leveling pad shall be a minimum of 6 inches thick. As an option, concrete may be 3 inches thick with a compacted granular base for a total thickness of 6 inches. 2.8 Unit Fill: A. Unit fill shall consist of clean 1" minus crushed stone or crushed gravel meeting the gradation listed below. Sieve Size Percent Passing 1 inch 100 314 inch 75-100 No.4 0-10 No_ 50 0-5 B. One cubic foot, minimum, of drain fill shall be used for each square foot of wall face. Drain fill shall be placed within cores of, between, and behind units to meet this requirement. 2.9 Reinforced Backfll: A. Reinforced backfill shall be free of debris and meet the following gradation requirements: Sieve Size Percent Passing 2 inch 100-75 314 inch 100-75 No. 4 100-20 No. 40 0-60 No. 200 0-35 Plasticity Index (PI) <10 and liquid limit <40. B. The maximum aggregate size shall be limited to 314 inch unless field tests have been or will be performed to evaluate potential strength reductions to the geogrid design due to damage during construction. C. Material can be site excavated soils where the above requirements can be met. Unsuitable soils for backfill (high plastic clays or organic soils ) shall not be used in the backfill or in the reinforced soil mass. D. Contractor shall submit reinforced fill sample and laboratory test results to the Architect/Engineer for approval prior to the use of any proposed reinforced fill material. 2.10 Geogrid: A. Ta, Allowable Tensile Design Load, shall be determined as follows: Ta = Tcr/(FD*FC*FS) Ta shall be evaluated based on a 75 year design life. B. Tcr, Creep Limited Tensile Load 475 EXHIBIT 3 SEGMENTAL CONCRETE UNIT MASONRY RETAINING WALLS (Standard Unit) Tcr shall be determined from 10,000 hour creep testing performed in accordance with ASTM D5262. C. FD, Factor for Durability/Aging FD shall be determined from polymer specific durability testing covering the range of expected soil environments. D. FC, Factor for Construction Damage FC shall be determined from product specific construction damage testing performed in accordance with GRI-GG4. Test results shall be provided for each product to be used with project specific or more severe soil type. E. FS, Overall Factor of Safety FS shall be 1.5 unless otherwise noted. F. The maximum design tensile load of the geogrid shall not exceed the laboratory tested ultimate strength of the geogrid/facing unit connection as limited by the "Hinge Height" divided by a factor of safety of 1.5. The connection strength testing and computation procedures shall be in accordance with NCMA test methods. G. Soil Interaction Coefficient, Ci Ci values shall be determined per GRI:GG5 at a maximum 0.75 inch displacement. H. Manufacturing Quality Control: The geogrid manufacturer shall have a manufacturing quality control program that includes QC testing for each 40,000 SF of production, each lot, or each production day. The QC testing shall include: 1. Tensile Modulus 2. Specific Gravity 3. Melt Flow Index (PP&HDPE) Molecular Weight (PETP) PART 3 - EXECUTION 3.1 Excavation: A. Contractor shall excavate to the lines and grades shown on the construction drawings. Architect/Engineer will inspect the excavation and approve prior to placement of leveling material or fill soils. B. Over -excavation of deleterious soils and replacement with suitable fill will be paid at unit cost rates. 3.2 Base Leveling Pad: A. Leveling pad material(s) shall be placed to the lines and grades shown on the construction drawings, to a minimum thickness of 6 inches. B. Soil leveling pad materials shall be compacted to a minimum of 95 % standard or 90 % modified Proctor. C. Leveling pad shall be prepared to insure full contact to the base surface of the concrete units. 3.3 KEYSTONE Unit Installation: 476 EXHIBIT 3 SEGMENTAL CONCRETE UNIT MASONRY RETAINING WALLS (Standard Unit) A. First course of units shall be placed on the leveling pad, and alignment and level checked. Pins or molded surfaces of modular concrete units shall be used for alignment control. B. Position vertically adjacent modular concrete units as recommended by the Manufacturer. C. Maximum stacked vertical height of wall units, prior to wall drain fill and backfill placement and compaction, shall not exceed two courses. D. Whole, or cut, units on curves and corners to shall be erected with running bond approximately centered on units above and below. E. Cap units shall be glued to underlaying units with an adhesive recommended by the manufacturer. 3.4 Structural Geogrid Installation: A. Geogrid shall be oriented with the highest strength axis perpendicular to the wall alignment. B. Geogrid reinforcement shall be placed at the elevations and to the extent shown on the construction drawings or as directed by the Engineer. C. The geogrid shall be laid horizontally on compacted backfill. Place the next course of modular concrete units over geogrid. The geogrid shall be pulled taut, and anchored prior to backfill placement on the geogrid. D. Geogrid reinforcements shall be continuous throughout their embedment lengths. Spliced connections between shorter pieces of geogrid is not allowed unless pre -approved by the Architect/Engineer prior to construction. 3.5 Reinforced backfill Placement: A. Reinforced backfill shall be placed, spread, and compacted in such a manner that minimizes the development of slack in the geogrid. B. Reinforced backfill shall be placed and compacted in lifts not to exceed 8 inches where hand compaction is used, or 12 inches where heavy compaction equipment is used. C. Reinforced backfill shall be compacted to 95 % of the maximum density as determined by ASTM D695. The moisture content of the backfill material prior to and during compaction shall be uniformly distributed throughout each layer and shall be within 2 percentage points dry of optimum. D. Only lightweight hand -operated equipment shall be allowed within 3 feet from the tail of the modular concrete unit. E. Tracked construction equipment shall not be operated directly upon the geogrid reinforcement. A minimum fill thickness of 6 inches is required prior to operation of tracked vehicles over the geogrid. Tracked vehicle turning should be kept to a minimum to prevent tracks from displacing the fill and damaging the geogrid. 477 EXHIBIT 3 SEGMENTAL CONCRETE UNIT MASONRY RETAINING WALLS (Standard Unit) Rubber tired equipment may pass over geogrid reinforcement at slow speeds, less than 10 MPH. Sudden braking and sharp turning shall be avoided. G. At the end of each day's operation, the Contractor shall slope the last lift of reinforced backfill away from the wall units to direct runoff away from wall face. The Contractor shall not allow surface runoff from adjacent areas to enter the wall construction site. END SECTION 32 32 23.13 478 EXHIBIT 3 SECTION 32 92 23 SODDING PART 1- GENERAL SODDING 1.1 SUMMARY A. "Sodding" shall consist of providing and planting Common Bermuda grass or other acceptable and approved sod adjacent to the proposed construction. B. It is the intent of this specification that all exposed earth surfaces remaining after installation of concrete deck and landscape areas shall be sodded per this section whether inside the pool enclosure fence or not. 1.2 PLANTING SEASON A. All planting shall be done between April 15 and October 1 st except as specifically authorized in writing. B. Sod shall not be placed until the irrigation system is repaired and back in service. 1.3 MEASUREMENT AND PAYMENT A. "Sodding for Erosion Control' will be paid for at the lump sum price set forth in the proposal. This price shall be full compensation for the cost of materials, transportation, spreading, fertilizing and watering PART 2 - PRODUCTS 2.1 MATERIALS A. The sod shall consist of live, growing Bermuda grass or other acceptable sod secured from sources as approved by the Engineer. Sod shall have a healthy virile root system of dense, thickly matted roots throughout the soil of the sod for a minimum thickness of 1 inch. The Contractor shall not use sod from areas where the grass is thinned out, or where the grass roots have been dried out by exposure to the air and sun. The sod shall be free from noxious weeds or other grasses and shall not contain any matter deleterious to its growth or which might affect its subsistence or hardiness when transplanted. Unless the area has been closely pastured, it shall be closely mowed and raked to remove all weeds and long-standing stems. PART 3 - EXECUTION 3.1 MULCH SODDING (not applicable to this project) 3.2 SOLID BLOCK OR STRIP SODDING A. Solid Block or Strip Sodding: After the designated areas have been completed to the lines, grades, and cross sections shown on the plans block or strip sodding shall be performed in accordance with the requirements hereinafter described. The area to be planted shall be plowed, disked, and tilled to provide a loose but smooth planting bed. Fertilizer shall be applied uniformly over the area and the sod placed firmly in the loose soil such that the full thickness of the sod comes in contact with soil. On steep slopes (greater than 3:1 slope) the sod shall be staked or pinned. 3.3 FERTILIZER 479 EXHIBIT 3 SODDING A. All fertilizer shall be delivered in bags or containers clearly labeled showing the analysis. The fertilizer shall have an analysis of 13-13-13 or 10-20-10 where such figures represent the percent of nitrogen, phosphoric acid, and potash nutrients respectively as determined by the methods of the Association of Official Agricultural Chemists. Fifty percent or greater of the Nitrogen required shall be in the form of Nitrate Nitrogen (NO3). The remaining Nitrogen required may be in the form urea Nitrogen (CO (NH2)2). B. in the event it is necessary to substitute a fertilizer of a different analysis, it shall be a pelleted or granulated fertilizer with a lower concentration, but the total amount of nutrients furnished and applied per acre shall equal or exceed that specified for each nutrient. C. Fertilizer shall be applied uniformly over the area specified to be fertilized and at the rate of 300 pounds per acre. 3.4 WATERING A. Water shall be furnished by the Contractor from the Owner's taps or irrigation systems at no charge to the Contractor and shall be clean and free of substances harmful to the growth of grass. B. The sod shall be watered thoroughly after installation and watered again each of the next five days in the absence of rainfall during that period and then twice weekly through final completion and acceptance by the Owner of the project. After final completion responsibility for watering is the Owner's. C. Sod not surviving and flourishing by June 15 following initial planting in the Spring shall be replaced by the Contractor at no expense to the Owner. The Engineer will designate limits of replacement_ END SECTION 32 92 23 480 EXHIBIT 3 WATER MAIN PIPE AND FITTINGS SECTION 33 11 16 WATER MAIN PIPE AND FITTINGS PART 1- GENERAL 1.1 SUMMARY A_ Of the following types of pipe, only those pipes shown on the plans or described in the proposal are acceptable. PART 2 - PRODUCTS 2.1 DUCTILE IRON PIPE A. Ductile iron pipe shall be new, manufactured in the United States of America and designed in accordance with AWWA Specifications C150 (ANSI A21.50) using 60,000 psi tensile strength, 42,000 psi yield strength and 10 percent elongation unless otherwise designated. The pipe shall be a minimum Class 200 or better designed for at least 200 pounds per square inch water working pressure plus 100 pounds per square inch surge allowance. Ductile iron pipe shall be cement lined in accordance with AWWA Specification C104 (ANSI A21.4). The pressure rating, metal thickness, net weight of the pipe without lining, length of pipe, and name of the manufacturer shall be clearly marked on each joint of pipe. Ductile iron pipe may be mechanical joint, "Fastite", or "Tyton: per AWWA Specification C111 (ANSI A21.11). In cases where plans show excess pipe cover, the thickness class shall conform to the Standard Thickness for Earth Load plus Truck Load, Type 2 Ditch as per AWWA Specification C151 (ANSI A21.51). B. Flanged ductile iron pipe where shown shall conform to AWWA C115 minimum thickness Class 53. Furnish full face SBR gaskets 1/8-inch thick. Nuts and bolts shall conform to ANSI B18.2.1 and ASTM A307, 60,000 psi tensile strength Grade B. 22 COATING AND LINING A. All ductile iron pipe and fittings shall have an inside cement mortar lining conforming with AWWA C104. Buried ductile iron pipe shall have a bituminous outside coating of either coal tar or asphalt base in accordance with AWWA C106 and C151. All newly installed pipe for potable water must conform to ANSI/NSF Standard 61 and must be certified by an organization accredited by ANSI. Above ground pipe shall be painted per Section 09900. 2.3 POLYVINYL CHLORIDE (PVC) WATER PIPE A. PVC water pipe shall meet the requirements of AWWA C900, or C905, or ASTM D2241 SDR Class as specified on the plans, in the bid items or in the Special Provisions. Provisions must be made for expansion and contraction at each joint with a rubber ring. The bell shall consist of an integral wall section with a solid cross section rubber ring which meets the requirements of ASTM D-3139 "Joint for Plastic Pressure Pipes using flexible elastomeric seals." Service connections shall be made using a bronze service clamp. B. Each joint of PVC pipe shall be marked with the manufacturer's identification, size, material, type and grade of compound, pressure rating and SDR 481 EXHIBIT 3 WATER MAIN PIPE AND FITTINGS number. In addition, each joint of PVC pipe shall be marked with the letters NSF denoting National Sanitary Foundation approval. Furthermore, all newly installed coatings having contact with potable water must conform to ANSI/NSF Standard 61 and must be certified by an organization accredited by ANSI. 2.4 ASBESTOS CEMENT PIPE A_ Asbestos cement pipe shall conform to AWWA Specification C400 and ASTM Designation C296, Class 150 and Class 200 for 200 psi internal working pressure for 6 inch or smaller (150 psi for larger than 6") water pipe. Joints shall be elastromeric plastic conforming to ASTM designation D1869 "Rubber Rings for Asbestos Cement Pipe." The Contractor shall use asbestos cement fittings and provide the necessary adapters where required for connections to cast iron or other materials. B. Service connections shall be made using heavy wall couplings provided with factory installed brass bushings. Only one bushing shall be allowed per collar. Brass bushings shall conform to ASTM designation B62 and threaded to match the corporation stop. Taps on existing asbestos cement lines are to be made using a bronze service clamp with double strap. Only one tap may be made with each service clamp. 2.5 POLYETHYLENE ENCASEMENT A. Polyethylene encasement where shown on the plans for the prevention of corrosion shall conform to AWWA C105 and be installed in conformance with ASTM A67.4, "Standard Practice for Polyethylene Encasement for Ductile Iron Pipe for Water and Other Liquids". 2.6 COPPER PIPE FOR SERVICE CONNECTIONS A. Material: Service pipe shall be Type " K" soft copper pipe and shall conform to ASTM Class "A" Specifications, as well as AWWA Specification 7A-CR. B. Installation: The service connection shall consist of a tap on the water main, a corporation stop, a curb valve or stop, and a copper line installed without joints or splices from the water main to the point designated and terminated with a curb valve or a meter yoke and angle stop. The copper pipe shall be extended from the water main to the termination point at the same depth as the water main except for new installations in roadways with proposed curbs. For this type of installation the copper water pipe shall be installed at the same depth as the water main to a point twelve (12) inches beyond the back of the proposed curb. At this point or at the termination point for all other installations, the service line shall be raised to a point twelve (12) inches below finished ground elevation. C. Water service lines for new developments with curbed streets shall terminate three (3) feet behind the back of the proposed curb and marked the installation of an iron rod one half (112) inch diameter by three (3) feet long driven at the end of the service with six (6) inches left exposed. The iron stake shall be painted blue or flagged with blue tap for proper identification. D. Water service lines for all other new developments shall terminate at the designated point. The end of the water service shall be marked as noted above. 482 EXHIBIT 3 WATER MAIN PIPE AND FITTINGS E. Water service lines installed for replacement of existing service lines shall terminate at the existing water meter, or shall terminate at the new meter if one is specified. These service lines shall be installed in the same manner as described above. The replacement line shall consist of new valves, stops, and pipe from the water main to the inlet side of the existing meter. 2.7 FITTINGS A. Ductile iron pipe fittings shall be cement lined cast iron or ductile iron, Class 250, unless otherwise specified on the plans or in the proposal and produced in strict accordance with AWWA Specifications C110 and C111. The fittings shall be cement lined on the inside and bituminous coated (buried pipe) or painted (above ground) on the outside as specified for the cast iron pipe. Fittings shall be mechanical joint or push -on joint. Pipe and fittings above ground will be flanged. Compact fittings per AWWA C153 shall be allowed with consent of the Engineer. B. Fittings for PVC lines shall be either PVC or cast iron as set out in the proposal and plans. PVC fittings shall be supplied by the same manufacturer as the pipe and may be either solvent jointed or elastomeric ring jointed to the pipe. The Contractor shall furnish all necessary adapters for connections to cast iron or asbestos cement water lines. Cast iron fittings shall be standard or compact cast or ductile iron fittings per AWWA C153 with transition gaskets or specifically fabricated for use with PVC pressure pipe equal to Tyler Pipe or Trinity Valley. C. No fittings for PVC pipe shall be used which are designed for less than 150 psi operating pressure nor less than the design pressure of the pipe in which they are installed. D. All newly installed pipe fittings for potable water must conform to ANSI/NSF Standard 61 and must be certified by an organization accredited by ANSI. PART 3 - EXECUTION 3.1 EXCAVATION OF TRENCH A. If clearing is needed the contractor shall clear and grub the entire width of the easement shown on the plans or staked on the ground and remove all cleared debris from the easement and dispose of it properly and legally. Burning is not allowed in the easement. If an easement is not shown, the contractor shall clear and grub only sufficient width to allow pipe installation. Excavation may be done by machine or by hand. The term "excavation" shall include any and all material excavated for whatever purpose, and shall include all subsequent handling and disposal of such material, together with the final preparation of the subgrade_ No distinction has been made in the classes of material to be excavated and no extra payments will be made for such. The bidder must make his own investigation of the nature of the material to be excavated, Trenching shall be sufficiently wide to provide ample room for workmen engaged in handling pipe and making joints. In no case shall the width of the trench, inside of sheeting and bracing lines, be less than twelve inches, nor more than twenty-four inches, greater than the external diameter of the pipe from the bottom of the pipe to a depth 12 inches above the top of pipe. 483 EXHIBIT 3 WATER MAIN PIPE AND FITTINGS B. Bottoms of trenches shall be accurately graded to provide uniform bearing and support for the pipe on the solid and undisturbed trench bottoms at every point along its entire length between bell holes. C. All excavated materials shall be deposited on the sides of the trenches at such distances that no additional load due to surcharge is placed on the trench bank, and in such a manner that the pipe laying crew and public will be inconvenienced as little as possible. D. Sheeting shall be used when, in the opinion of the Contractor, it is necessary to prevent caving of banks or injury to adjacent private or public property. The Contractor is in no way relieved from the responsibility of adequate sheeting even though the Engineer's suggestions have been carried out. E. Sheeting shall be removed after the trench has been backfilled to a depth sufficient to prevent rupture of the trench banks. Payment will be made for sheeting if it is installed in trenches with depths of 6-0" or more. 3.2 PIPE BEDDING A. All backfill around pipe installed where pavement is to be replaced shall be tamped from the bottom of the pipe to the top. All pipe shall have Class "D" unless otherwise noted in the specifications. No separate pay item is provided for Class "D" bedding it being considered subsidiary to the item for installation of pipe. B. Class "D" bedding (AWWA Type 2) shall consist of installing the pipe on a flat bottom trench in such a manner that the barrel of the pipe is uniformly supported along its entire length as previously described, and without the bell of the pipe supporting any load whatsoever. The first backfill shall be selected material from excavation free from rocks and large clumps or clods or earth which shall be placed by hand on alternate sides of the pipe in such a manner to prevent disturbing the position of the pipe. The backfill shall be tamped by hand to the springline of the pipe. C. Class "C" (AWWA Type 4 modified) bedding shall consist of installing the pipe on a compacted gravel or sand bed in such a manner that the barrel of pipe is uniformly supported along its entire length as previously described, and without the bell of the pipe supporting any weight whatsoever until the bedding is performed. Sand or gravel backfill shall be placed under and around the barrel and bell of the pipe and to a point just above the springline of the pipe. This material is then vibrated and/or water jetted to obtain maximum density under the pipe and haunches. Select clean native material may then be used if it is free or rocks, clods, roots, or other unsuitable material. The earth shall be moistened slightly if necessary to secure the proper compaction. Mechanical tamping shall be done on alternate sides of the pipe in such a manner that the position of the pipe will not be disturbed_ The earth shall be tamped around the pipe and to a depth of twelve inches over the pipe. D. In lieu of the tamping of the backfill above the pipe, the Contractor, at his option, may perform Class "C" bedding by continuing the sand or gravel backfill to 12 inches above the pipe, jetting and vibrating until it is completely consolidated. The sand or gravel used for this purpose shall be sharp, clean, free of clay, silt, organic matter, or other material which might act as a binder to prevent proper consolidation during the jetting and vibrating. Free flowing "sugar" sand or pea gravel are unacceptable as Class "C" bedding materials. 484 EXHIBIT 3 WATER MAIN PIPE AND FITTINGS E. The type of bedding to be used shall be as specified in the "Proposal" and will depend upon the width of the trench, the size of the pipe, and depth of the cut, and the nature of the backfill material. If the type of bedding is not specifically stated to be otherwise, the contractor may use Class "D" bedding. 3.3 PIPE LAYING AND JOINTING A. The interior of the pipe is to be cleaned of all dirt, trash, leaves, and other debris before the pipe is laid. Before the pipe is placed in the trench, the ends of the pipe and the couplings, spigots, and bells shall be thoroughly cleaned. The pipe shall be thoroughly inspected for cracks or any other damage before it is installed. B. The method of making joints for all rubber gasketed cast iron pipe and for asbestos -cement pipe shall be as recommended by the manufacturer. Install Class 'B' concrete blocking between valves, bends, tees, or crosses to restrain water line movement. Blocking shall rest against undisturbed trench bank. Concrete for blocking shall not interfere with nuts and bolts on joints or valves. No pay item is provided for blocking. It is considered subsidiary to the other bid items. 3A WET CONNECTIONS A. A wet connection or tie-in shall be considered to be a connection requiring valving, plugging or otherwise removing a water main from service and tapping or installing tees, valves or other appurtenances with the main not under pressure. Pay item shall include shutting down the main, excavation and pumping the residual line water to make the required connection. 3.5 BACKFILL AND CLEANUP A. Where the pipe is laid in paved streets, the pavement shall be scored and removed with straight edges and in uniform pattern per Section 32 41 17 Flexible Paving Repair of these specifications. Where the pipe is laid in oiled, gravel, or dirt streets, or at locations where there is no pavement, the backfill shall be performed as described in this section. B. After the pipe has been bedded as previously specified the trench shall be backfilled in carefully compacted 6 inch lifts to approximately the ground level. (Sandy backfill material may be water jetted, with Engineer's approval, or vibrated at the Contractor's option. Arrangement for water must be made by the Contractor with the City. The Contractor must furnish his own pipe, hose, tools, and whatever else is needed to get the water from the nearest fire hydrant or outlet on the new pipe to where the water is needed.) C. Any surplus spoil remaining shall be bladed smooth if possible to do so without hindering the surface drainage in the area, or hauled away. After the backfill in the ditches settles, the Contractor shall add more dirt to the ditches and level off the surface again. Maintenance of the ditch surface shall be considered as part of the Contractor's one year warranty and shall be corrected upon notification of the defect. During the time the backfill in the ditches remains soft after flooding, the Contractor shall keep flares burning and barricades erected if necessary to keep the traffic off the ditchline until the backfill has dried and consolidated to the point where the backfill will support the traffic. 485 EXHIBIT 3 WATER MAIN PIPE AND FITTINGS D. The contractor shall maintain all backfilled ditches in a condition not hazardous to traffic from the time the ditch is backfilled until the job is accepted as finally complete by the Owner. E. The Contractor will be required to replace oiled dirt, gravel, grass, or any surface that he is directed to cut other than pavement, for which no pay is herein provided. F. The Contractor shall make his cleanup immediately behind his pipe laying operations. He shall not have more than 300 feet of ditch open per pipe laying crew at any one time. G. The Contractor will be required to perform any work necessary to provide access to driveways blocked by his ditching operations. This includes backfilling in front of the driveways as soon as possible, and adding gravel in line with the driveways when the backfill is too wet for the earth to support a car. No pay item is provided for labor, equipment, or materials for this work; it is considered subsidiary to the other bid items. PART 4- POST CONSTRUCTION 4.1 REQUIRED PRESSURE TESTS FOR DUCTILE IRON PIPE: A hydrostatic test in accordance with AWWA C600-93, Installation of Ductile Iron Water Mains, "Section 4-Hydrostatic Testing" shall be performed on all non -PVC water lines installed under this contract. A separate hydrostatic test shall be performed on each valved section of the new water line. The test procedure called for in AWWA C600-93, Section 4 is paraphrased below for the Contractors reference. A. Pressure and Leakage Test 1. Test Restrictions: Test pressure shall not be less than 1.25 times the working pressure at the highest point along the test section. Test Pressure shall not exceed pipe or thrust -restraint design pressures. The hydrostatic test shall be of at least a 2 hour duration. Test pressure shall not vary by more than —. 5 psi (34.5 kPa) for the duration of the test. Valves shall not be operated in either direction at differential pressure exceeding the rated valve working pressure. Use of a test pressure greater than the rated valve pressure can result in trapped test pressure between the gates of a double disc gate valve. For tests at these pressures, the test setup should include a provision, independent of the valve, to reduce the line pressure to the rated valve pressure on completion of the test. The valve can then be opened enough to equalize the trapped pressure with the line pressure, or fully opened if desired. Tests shall be made on sections having a valve on each end. The use of test plugs is not permitted. The test pressure shall not exceed the rated pressure of the valves 486 EXHIBIT 3 WATER MAIN PIPE AND FITTINGS when the pressure boundary of the test section includes closed, resilient -seated gate valves or butterfly valves. 2. Pressurization: After the pipe has been laid, all newly laid pipe or any valved section thereof shall be subjected to a hydrostatic pressure of at least 1.5 times the working pressure at the point of testing. Each valved section of pipe shall be slowly filled with water, and the specified test pressure (based on the elevation of the lowest point of the line or section under test and corrected to the elevation of the test gauge) shall be applied by means of a pump connected to the pipe. Valves shall not be operated in either the opening or closing direction at differential pressures above the rated pressure. It is a good practice to allow the system to stabilize at the test pressure before conducting the leakage test. 3. Air Removal: Before applying the specified test pressure, air shall be expelled completely from the section of pipeline under test. If permanent air vents are not located at all high points, corporation cocks shall be installed at such points so that the air can be expelled as the line is filled with water. After all the air has been expelled, the corporation cocks shall be closed and the test pressure applied. At the conclusion of the pressure test, the corporation cocks shall be removed and plugged or left in place as required by the specifications. No extra payment will be made for the tapping, furnishing, and installing of the corporation cocks. 4. Examination: All exposed pipe, fittings, valves, hydrants, and joints shall be examined carefully during the test. Any damage or defective pipe, fittings, valves, hydrants, or joints that are discovered following the pressure test shall be repaired or replaced with sound material, and the test shall be repeated until satisfactory results are obtained. 5. Leakage defined: Leakage shall be defined as the quantity of water that must be supplied into the newly laid pipe, or any valved section thereof, to maintain pressure within 5 psi (34.5 kPa) of the specified test pressure after the pipe has been filled with water and the air has been expelled. Leakage shall not be measured by a drop in pressure in a test section over a period of time. 6. Allowable leakage: No pipe installation will be accepted if the leakage is greater than that determined by the following formula: In inch -pounds units, L = SDP 133,200 Where: L = allowable leakage, in gallons per hour S = length of pipe tested, in Feet D = nominal diameter of the pipe, in inches P = average test pressure during the leakage test, in pounds per square inch (gauge) In metric units, Lm = SD: P 715,317 Where: Lm = allowable leakage in liters per hour 487 EXHIBIT 3 WATER MAIN PIPE AND FITTINGS S = length of pipe tested, in meters D = nominal diameter of the pipe, in millimeters P = average test pressure during the leakage test, in kPa These formulas are based on an allowable leakage of 11.65 gpd/mi./in. (1.079L/day/km/mm) of nominal diameter at a pressure of 150 psi (1034kPa). Allowable leakage at various pressures is shown in the table which follows. When testing against closed metal -seated valves, an additional leakage per closed valve of 0.0078 gal/h/in. (1.2 mUh/mm) of nominal valve size shall be allowed. When hydrants are in the test section, the test shall be made against the main valve in the hydrant. Acceptance of Installation: Acceptance shall be determined on the basis of allowable leakage. If any test of laid pipe discloses leakage greater than that allowed by this test procedure, repairs, or replacements shall be accomplished in accordance with the specifications. All visible leaks are to be repaired regardless of the amount of leakage. The Contractor shall provide means for measuring the quantity of water pumped during the test. The Contractor shall provide the Owner and/or Engineer a certificate for each section of line tested showing water loss, allowable loss, and date of test. The Owner's Representative shall be present for all tests. 4.2 REQUIRED PRESSURE TESTS FOR POLYVINYL CHLORIDE PIPE: A hydrostatic test in accordance with AWWA M23, PVC Pipe - Design and Installation, "Chapter 8 - Testing and Maintenance" shall be performed on all PVC water lines installed under this contract. A separate hydrostatic test shall be performed on each valved section of the new water line. The test procedure called for in AWWA M23, Chapter 8 is paraphrased below for the Contractor's reference. A. Testing Procedure: The following procedure is based on the assumption that the pressure and leakage tests will be performed at the same time_ Separate tests may be made if desired, in which case the pressure test should be performed first. The specified test pressure should be applied by means of a pump connected to the pipe. The test pressure should be maintained (by additional pumping if necessary) for the specified time. While the line is under pressure, the system and all exposed pipe, fittings, valves, and hydrants should be carefully examined for leakage. All defective elements should be repaired or replaced and the test repeated until all visible leakage has been stopped and the allowable leakage requirements have been met. 488 EXHIBIT 3 WATER MAIN PIPE AND FITTINGS B. Test Method: The installer may perform simultaneous pressure and leakage tests, or he may perform separate pressure and leakage tests on the installed system at test durations and pressures specified in Table 21. C. Allowable Leakage: The duration of each leakage test should be 2 hr, unless otherwise specified, and during the test the main should be subjected to the pressure required in Table 22. Leakage should be defined as the quantity of water that must be supplied in to the newly laid pipe, or any valved section thereof, to maintain pressure within 5 psi (12.7 k Pa) of the specified leakage test pressure after the pipe has been filled with water and the air in the pipeline has been expelled. No installation should be accepted if the leakage is greater than that determined by the following formula: Q = LD! P 148,000 Where: Q = the quantity of makeup water in gallons per hour; L = the length of the pipe section being tested in feet; D = nominal diameter of the pipe, in. P = average test pressure during the hydrostatic test, psig Leakage values determined by the above formula are to be found in Table 22. Table 21 System Test Methods Procedure Pressure Test Duration Simultaneous pressure 150% of working pressure at point of test, but not less than 2 hr and leakage tests 125% of normal working pressure at highest elevation. Separate pressure test 150% of working pressure at point of test, but not less than 1 hr 125% of normal working pressure at highest elevation. Separate leakage test 150% of normal average working pressure of segment 2 hr tested. Source: Recommended Standard for the Installation of Polyvinyl Chloride (PVC) Pressure Pipe, UNI-Bell Plastic Pipe Association. Table 22 Allowable Leakage for AWWA PVC Pipe Nominal Pipe Size in. Average Test Pressure in Line, psi 50 100 150 200 250 Allowable Leakage Per 1000 Ft or 50 Joints ( gal/hr L/hr) 4 .19 (.72) 27 (1.02) .33 (1.25) .38 (1.44) .43 (1.63) 6 .29 (1.10) .41 (1.55) .50 (1.89) 57 (2.16) .64 (2.42) 8 .38 (1.44) .54 (2.04) .66 (2.50) .76 (2.88) .85 (3.22) 10 .48 (1.82) _68 (2.57) .83 (3.14) .96 (3.63) 1.07 (4.05) 12 .57 (2.16) .81 (3.07) .99 (3.75) 1.15 (4.35) 1.28 (4.84) 4.3 STERILIZATION 489 EXHIBIT 3 WATER MAIN PIPE AND FITTINGS A. Potable Water lines shall be thoroughly disinfected in accordance with AWWA C-651 and then flushed and sampled before being placed into service. A minimum of one sample for each 1,000 feet of completed main is required for bacteriological analysis. The contractor shall furnish sampling taps and sterile bottles, and shall deliver them to the local Texas Department of Health or county health unit laboratory. No line may be placed into service until negative bacteriological tests results (no bacteria found) are obtained. No hose or fire hydrant shall be used for sampling. Raw water lines shall not be sterilized. 4.4 EXISTING UTILITIES A. The utility lines and other existing structures shown on the plans are for information only and are not guaranteed to be the actual location or depth. All existing structures, improvements and utilities shall be protected from damage that may occur due to construction operations and if damaged, they shall be replaced immediately with material equal to or better than the existing material. Such work shall be at the entire expense of the Contractor. 4.5 USE OF EXPLOSIVES A. If the use of explosives is necessary for the efficient prosecution of the work, the contractor shall notify the engineer in advance of their use and shall exercise every precaution to prevent damage to adjoining improvements or property by reason of their use. Any damage to existing structures or utilities will be repaired by the contractor at his expense and any damage to private property resulting from the use of explosives shall be the liability of the Contractor. The Contractor will be responsible for obtaining all required approvals and permits from State, County, and Municipal authorities and all blasting must conform to all Federal and State laws and Municipal ordinances. 4.6 FIELD INSPECTION A. Field inspection of material and workmanship, all laying, jointing, testing for defects and for leakage under pressure shall be performed in the presence of the inspector and shall be finally approved before being placed into service by the Engineer. 490 EXHIBIT 3 WATER MAIN PIPE AND FITTINGS ALLOWABLE LEAKAGE PER 1,000 FT. OF NON -PVC PIPELINE* - Gph** Avg. Test Nominal Pipe Diameter - in. Pressure psi 3 4 6 8 10 12 14 16 18 450 0.48 0.64 0.95 1.27 1.59 1.91 2.23 2.55 2.87 400 0.45 0.60 0.90 1.20 1.50 1.80 2.10 2.40 2.70 350 0.42 0.56 0.84 1.12 1.40 1.69 1.97 2.25 2.53 300 0.39 0.52 0.78 1.04 1.30 1.56 1.82 2.08 2.34 275 0.37 0.50 0.75 1.00 1.24 1.49 1.74 1.99 2.24 250 0.36 0.47 0.71 0.95 1.19 1.42 1.66 1.90 2.14 225 0.34 0.45 0.68 0.90 1.18 1.35 1.58 1.80 2.03 200 0.32 0.43 0.64 0.85 1.06 1.28 1.48 1.70 1.91 175 0.30 0.40 0.59 0.80 0.99 1.19 1.39 1.59 1.79 150 0.28 0.37 0.55 0.74 0.92 1.10 1.29 1.47 1.66 125 0.25 0.34 0.50 0.67 0.84 1.01 1.18 1.34 1.51 100 0.23 0.30 0.45 0.60 0.75 0.90 1.05 1.20 1.35 Avg. Test Nominal Pipe Diameter - in. Pressure psi 20 24 30 36 42 48 54 60 64 450 3.18 3.82 4.78 5.73 6.69 7.64 8.60 9.56 10.19 400 3.00 3.60 4.50 5.41 6.31 7.21 8.11 9.01 9.61 350 2.81 3.37 4.21 5.06 5.90 6.74 7.58 8.43 8.99 300 2.60 3.12 3.90 4.68 5.46 6.24 7.02 7.80 8.32 275 2.49 2.99 3.73 4.48 5.23 5.98 6.72 7.47 7.97 250 2.37 2.85 3.56 4.27 4.99 5.70 6.41 7.12 7.60 225 2.25 2.70 3.38 4.05 4.73 5.41 6.03 6.76 7.21 200 2.12 2.55 3.19 3.82 4.46 5.09 5.73 6.37 6.80 175 1.98 2.38 2.98 3.58 4.17 4.77 5.36 5.96 6.36 150 1.84 2.21 2.76 3.31 3.86 4.41 4.97 5.52 5.88 125 1.68 2.01 2.52 3.02 3.53 4.03 4.53 5.04 5.37 100 1.50 1.80 2.25 2.70 3.16 3.60 4.05 4.50 4.80 *If the pipeline under test contains sections of various diameters, the allowable leakage will be the sum of the computed leakage for each size. "Calculated on the basis of Eq. 1. END SECTION 33 11 16 491 EXHIBIT 3 Exhibit C Contractor Pa ment and Performance Milestones 492 EXHIBIT 3 1. INVOICES AND PAYMENT PROCESSING: Payment processing: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The 30 day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever is later. Direct deposit for payments: Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.denton urchasin .com. Invoices: Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299 with a copy to the attention of Tom Klimko, City of Denton Parks Department, 601 East Hickory Street, Denton, TX 76205. The copy may also be emailed to Mr. Tom Klimko at tom.klimkogeityofdenton.com. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. Invoices for partial payments on construction projects should normally be presented for payment within the first five days of the month, and submitted on the AIA Pay Application Form. 2. TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling 495-0.07 and #95-0.09. 3. PAYMENT APPLICATIONS AND PAYMENTS TO CONTRACTORS: A. Upon presentation of valid payment requests invoices, which should be within the first week of each month, the Owner shall make partial payments to the Contractor for construction accomplished during the preceding calendar month on the basis of completed construction certified to by the Contractor and approved by the Owner and Architect/Engineer solely for the purposes of payment: Provided, however, that such approval shall not be deemed approval of the workmanship or materials. Only ninety-five percent (95%) of each payment request approved during the construction of the project shall be paid by the Owner to the Contractor prior to completion of the project. Upon the approval by the Owner of the Contractor's "Final Invoice for Payment" showing the total cost of the construction performed, the Owner shall make payment to the Contractor of all amounts to which the Contractor shall be entitled there under which shall not have been paid: Provided, however, that such final payment shall be made not later than thirty (30) days after the date of completion of construction of the project, as specified in the Final Invoice for Payment, unless withheld because of the fault of the Contractor. B. The Contractor shall be paid on the basis of the percentage of the work actually completed for each construction item. The total amount paid for periodic billings shall not exceed the maximum contract price for the construction of the project as set forth in the contract, unless 493 EXHIBIT 3 such excess shall have been approved by the Owner, and Owner's Representative, and in writing by the Purchasing Agent as part of a change order. C. No payment shall be due while the Contractor is in default in respect of any of the provisions of this contract, and the Owner may withhold from the Contractor the amount of any claim by any third party against either the Contractor or the Owner based upon an alleged failure of the Contractor to perform the work hereunder in accordance with the provisions of this contract. This includes alleged failure of the Contractor to make payments to subcontractors. 4. RELEASE OF LIENS AND CERTIFICATE OF CONTRACTOR: Release of Liens and Certificate of Contractor shall be accomplished in accordance with Article 5.3 of the Standard Terms and Conditions. 5. PAYMENTS TO MATERIAL -MEN AND SUBCONTRACTORS: The Contractor shall pay each materialman, and each subcontractor, if any, not later than five (5) days after receipt of any payment from the Owner, the amount thereof allowed the Contractor for and on account of materials furnished or construction performed by each materialman or each subcontractor. 6. REMEDIES: A. Completion of Contractor's Default If default shall be made by the Contractor or by any subcontractor in the performance of any of the terms of this proposal, the Owner, without in any manner limiting its legal and equitable remedies in the circumstances, may serve upon the Contractor and the Surety or Sureties upon the Contractor's bond or bonds a written notice requiring the Contractor to cause such default to be corrected forthwith. Unless within twenty (20) days after the service of such notice upon the Contractor such default shall be corrected or arrangements for the correction thereof satisfactory to the Owner and/or Engineer shall be made by the Contractor or its Surety or Sureties, the Owner may take over the construction of the project and prosecute the same to completion by contract or otherwise for the account and at the expense of the Contractor, and the Contractor and its Surety or Sureties shall be liable to the Owner for any cost or expense in excess of the contract price occasioned thereby. In such event the Owner may take possession of and utilize, in completing the construction of the project, any materials, tools, supplies, appliances, and plant belonging to the Contractor or any of its subcontractors, which may be situated at the site of the project. The Owner in such contingency may exercise any rights, claims or demands which the Contractor may have against third persons in connection with this contract and for such purpose the Contractor does hereby assign, transfer and set over unto the Owner all such rights claims and demands. B. Liquidated Damages The time of the completion of construction of the project is of the essence of the contract. Should the Contractor neglect, refuse or fail to complete the construction within the time herein agreed upon, after giving effect to extensions of time, if any, herein provided, then, in that event and in view of the difficulty of estimating with exactness damages caused by such delay, the Owner shall have the right to deduct from and retain out of such money which may be then due or which may become due and payable to the Contractor the sum of FIVE HUNDRED DOLLARS $5( 00.00) per day for each and every day, including weekends, that such construction is delayed on its completion beyond the specified time, as liquidated damages and 494 EXHIBIT 3 not as a penalty; if the amount due and to become due from the Owner to the Contractor is insufficient to pay in full any such liquidated damages, the Contractor shall pay to the Owner the amount necessary to effect such payment in full: Provided, however, that the Owner shall promptly notify the Contractor in writing of the manner in which the amount retained, deducted or claimed as liquidated damages was computed. C. Cumulative Remedies Every right or remedy herein conferred upon or reserved to the Owner shall be cumulative, shall be in addition to every right and remedy now or hereafter existing at law or in equity or by statute, and the pursuit of any right or remedy shall not be construed as an election. Provided, however, that the provisions of the REMEDIES SECTION shall be the exclusive measure of damages for failure by the Contractor to complete the construction of the project within the time herein agreed upon. 495 EXHIBIT 3 Exhibit D City of Denton Construction Terms and Conditions and contractual requirements 496 EXHIBIT 3 CITY OF DENTON GENERAL CONDITIONS FOR BUILDING CONSTRUCTION ARTICLE I GENERAL PROVISIONS GENERAL DEFINITIONS 1.1 The following definitions apply throughout these General Conditions and to the other Contract Documents: a) THE CONTRACT DOCUMENTS The Contract Documents consist of the formal Building Construction Services Agreement between the Owner and the Contractor, these General Conditions and other supplementary conditions included by special provisions or addenda, drawings, specifications, addenda issued prior to execution of the Contract, other documents listed in the Contract, and Amendments issued after execution of the Contract. For purposes of these General Conditions, an Amendment is: (1) a written Supplemental Agreement to the Contract signed by authorized representatives of both parties; (2) a Change Order, including Change Orders signed only by the Owner as described in Subparagraph 7.1(b) and Subparagraph 7.1(e); or (3) a written order for a minor change in the Work issued by the Architect/Engineer as described in Paragraph 7.3. The Contract Documents also include bid documents such as the Owner's Instructions to Bidders, sample forms, the Contractor's Bid Proposal and portions of addenda relating to any of these documents, and any other documents, exhibits or attachments specifically enumerated in the Building Construction Services Agreement, but specifically exclude geotechnical and subsurface reports that the Owner may have provided to the Contractor. b) THE CONTRACT The Contract Documents, as defined in Paragraph 1. 1, are expressly incorporated into and made a part of the formal Building Construction Services Agreement between the Owner and the Contractor by reference in this Paragraph and Paragraph 1.1 (which documents are sometimes also referred to collectively in these General Conditions as the "Contract"). The Contract Documents represent the entire and integrated agreement between the Owner and the Contractor and supersede all prior negotiations, representations or agreements, either written or oral. The terms and conditions of the Contract Documents may be changed only by an Amendment. The Contract Documents shall not be construed to create a contractual relationship of any kind: (1) between the Architect/Engineer and Contractor; (2) between the Owner and a Subcontractor or Sub -subcontractor; or (3) between any persons or entities other than the Owner and Contractor. The Architect/Engineer shall, however, be entitled to performance and enforcement of obligations under the Contract Documents intended to facilitate performance of the Architect/Engineer's duties. 497 EXHIBIT 3 c) THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all labor, materials, equipment, and services provided or to be provided by the Contractor, or any Subcontractors, Sub - subcontractors, material suppliers, or any other entity for whom the Contractor is responsible, to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. d) THE PROJECT The Project is the total construction more particularly described in the Building Construction Services Agreement, of which the Work performed under the Contract Documents may be the whole or a part of the Project and which may include construction by the Owner or by separate contractors. All references in these General Conditions to or concerning the Work or the site of the Work will use the term "Project," notwithstanding that the Work may only be a part of the Project. e) THE DRAWINGS The Drawings (also known as the "Plans") are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. f) THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work, performance of related services, and other technical requirements. g) THE PROJECT MANUAL The Project Manual is the volume or volumes which contain the bidding requirements, sample forms, General Conditions for Building Construction, special provisions, and Specifications. The Project Manual may be modified by written addendums issued by the Owner during bidding, in which case the written addendums become a part of the Project Manual upon their issuance, unless otherwise indicated by the Owner in writing. h) ALTERNATE An Alternate is a variation in the Work on which the Owner requires a price separate from the City Building General Conditions Base Proposal. If an Alternate is accepted by the Owner, the variation will become a part of the Contract through the execution of a change order or amendment to the Contract and the Base Bid will be adjusted to include the amount quoted. If an alternate is accepted by the Owner, and later deleted prior to any Work under the alternate being performed or materials delivered to the Project site, the Owner will be entitled to a credit in the full value of the alternate as priced in the Contractor's Bid. i) BASE Proposal The Base Proposal is the price quoted for the Work before Alternates are considered. j) HAZARDOUS SUBSTANCE The term Hazardous Substance is defined to include the following: 498 EXHIBIT 3 (1) any asbestos or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non - friable; (2) any polychlorinated biphenyls ("PCBs"), or PCB -containing materials, or fluids; (3) radon; (4) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or solid, liquid or gaseous waste; (5) any pollutant or contaminant (including but not limited to petroleum, petroleum hydrocarbons, petroleum products, crude oil or any fractions thereof, any oil or gas exploration or production waste, any natural gas, synthetic gas or any mixture thereof, lead, or other toxic metals) which in its condition, concentration or area of release could have a significant effect on human health, the environment, or natural resources; (6) any substance that, whether by its nature or its use, is subject to regulation or requires environmental investigation, monitoring, or remediation under any federal, state, or local environmental laws, rules, or regulations; (7) any underground storage tanks, as defined in 42 U.S.C. Section 6991(1)(A)(I) (including those defined by Section 9001(1) of the 1984 Hazardous and Solid Waste Amendments to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Texas Water Code Annotated Section 26.344; and Title 30 of the Texas Administrative Code Sections 334.3 and 334.4), whether empty, filled or partially filled with any substance; and (8) any other hazardous material, hazardous waste, hazardous substance, solid waste, and toxic substance as those or similar terms are defined under any federal, state, or local environmental laws, rules, or regulations. k) OTHER DEFINITIONS As used in the Contract Documents, the following additional terms have the following meanings: (1) "provide" means to furnish, install, fabricate, deliver and erect, including all services, materials, appurtenances and other expenses to complete in place, ready for operation or use; (2) "shall" means the action of the party to which reference is being made is mandatory; (3) "as required" means as prescribed in the Contract Documents; and (4) "as necessary" means all action essential or needed to complete the work in accordance with the Contract Documents and applicable laws, ordinances, construction codes, and regulations. 1.2 EXECUTION, CORRELATION AND INTENT (a) The Building Construction Services Agreement shall be signed by duly authorized representatives of the Owner and Contractor as provided in the Agreement. 499 EXHIBIT 3 (b) Execution of the Building Construction Services Agreement by the Contractor is a representation that the Contractor has visited the site, become familiar with local conditions, including subsurface conditions as described and identified in the Geotechnical Report, under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. (c) The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. (d) Organization of the Specifications into divisions, sections, and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. (e) Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. (f) The Drawings and Specifications are intended to agree with one another, and Work called for by Drawings and not mentioned in Specifications, or vice versa, shall be furnished as if set forth by both. Specifications shall govern materials, methods and quality of work. In the event of a conflict on the Drawings between scale and dimension, figured dimensions shall govern over scale dimensions and large scale drawings shall govern over small scale drawings. Conflict between two or more dimensions applying to a common point shall be referred to the Architect/Engineer/Engineer for final adjustment. If discrepancies or conflicts occur within or between the Drawings and Specifications regarding the Work, or within or between other Contract Documents, the Contractor shall not perform such Work without having obtained a clarification from the Architect/Engineer and resolution by the Owner. The Owner's decision as to the appropriate resolution of a conflict or discrepancy shall be final. Should the Drawings or the Specifications disagree within themselves or with each other; the Base Bid will be based on the most expensive combination of quality and quantity of Work indicated. (g) Deviations from Contract Documents shall be made only after written approval is obtained from Architect/Engineer and Owner, as provided in Article 7. (h) The intention of the Contract Documents is to include all materials, labor, tools, equipment, utilities, appliances, accessories, services, transportation, and supervision required to completely perform the fabrication, erection and execution of the Work in its final position. (1) The most recently issued Drawing or Specification takes precedence over previous issues of the same Drawing or Specification. In the event of a conflict, the order of precedence of interpretation of the Contract Documents is as follows: (1) Amendments (see Paragraph 7.2 for order of precedence between Amendments); (2) the Building Construction Services Agreement; (3) addenda, with those addenda of later date having precedence over those of an earlier date; 500 EXHIBIT 3 (4) the Supplementary General Conditions and Special Provisions, if any; (5) the General Conditions for Building Construction; (6) the Specifications and Drawings. 1.3 OWNERSHIP AND USE OF ARCHITECT/ENGINEER'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS All Drawings, Specifications, and copies thereof furnished by the Architect/Engineer are and shall remain the property of the Owner and are, with the exception of the Contract set for each party, to be returned to the Owner upon request at the completion of the Work. 1.4 CAPITALIZATION Terms capitalized in these General Conditions include those which are: (1) specifically defined in these General Conditions (except the terms defined in Subparagraph 1.10), which terms are of common grammatical usage and are not normally capitalized); (2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs, and Clauses; (3) the titles of other documents published or used by the Owner as manuals or official policy statements; or (4) proper nouns or other words required under standard grammatical rules to be capitalized. ARTICLE 2 THE OWNER 2.1 DEFINITION OF OWNER The Owner is the City of Denton, a Texas municipal corporation, and is identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representatives. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER (a) The Owner shall furnish the most recent survey describing the physical characteristics, legal limits, utility locations, and a permanent benchmark for the site of the Project. The Owner shall also furnish any environmental site assessments that may have been given to the Owner or conducted for the property upon which the Project is to be constructed. THIS INFORMATION IS FURNISHED TO THE CONTRACTOR ONLY IN ORDER TO MAKE DISCLOSURE OF THIS MATERIAL AND FOR NO OTHER PURPOSE. BY FURNISHING THIS MATERIAL, THE OWNER DOES NOT REPRESENT, WARRANT, OR GUARANTEE ITS ACCURACY EITHER IN WHOLE, IN PART, IMPLICITLY OR EXPLICITLY, OR IN ANY OTHER WAY, AND THE OWNER SHALL HAVE NO LIABILITY FOR THIS MATERIAL. (b) Except for permits and fees which are provided for in Subparagraph 3.7(a), the Owner shall secure and pay for necessary approvals, easements, assessments, and charges required for construction, use, or occupancy of permanent structures or for permanent changes in existing facilities. 501 EXHIBIT 3 (c) Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in the orderly progress of the Work. It is incumbent upon the Contractor to identify, establish, and maintain a current schedule of latest dates for submittal and approval, as required in Paragraph 3.10, including when such information or services must be delivered. If Owner delivers the information or services to the Contractor as scheduled and Contractor is not prepared to accept or act on such information or services, then Contractor shall reimburse Owner for all extra costs incurred of holding, storage, or retention, including redeliveries by the Owner to comply with the current schedule. (d) Unless otherwise provided in the Contract Documents, the Contractor will be furnished electronic copies of the Drawings and Specifications for bid purposes and one hard copy approved by Building Inspections upon execution of the Contract. Contractor may obtain additional copies by paying the cost of additional printing or reproduction. (e) The obligations described above are in addition to other duties and responsibilities of the Owner enumerated in the Contract Documents and especially those in respect to Article 6 (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion), and Article 11 (Insurance and Bonds). (f) The Owner shall forward all instructions to the Contractor through the Arch itect/Engineer, except for the Owner's Notice to Proceed and the Owner's decision to carry out Work as described in Paragraph 2.4. (g) The Owner's employees, agents, and consultants may be present at the Project site during performance of the Work to assist the Architect/Engineer in the performance of the Architect/Engineer's duties and to verify the Contractor's record of the number of workmen employed on the Work, their occupational classification, the time each is engaged in the Work, the equipment used in the performance of the Work, and for purpose of verification of Contractor's Applications for Payment. 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct any portion of the Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or refuses or fails to carry out all or any part of the Work in accordance with the Contract Documents, the Owner, by written order, may order the Contractor to stop the Work, or any portion of the Work, until the cause for the order has been eliminated. The right of the Owner however, to stop the Work shall not create or imply a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. The rights of the Owner under this Paragraph 2.3 shall be in addition to, and not in restriction of, the Owner's rights under Paragraph 12.2. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor fails or refuses to carry out the Work or perform any of the terms, covenants, or obligations of the Contract Documents, and fails or refuses to correct any failure or refusal with diligence and promptness within twenty (20) days after receipt of notice from the Owner, the Owner may correct the Contractor's failure or refusal or cause such failure or refusal to be corrected, without affecting, superseding, or waiving any other contractual, legal, or equitable remedies the Owner has, including but not limited to the Owner's termination rights under Article 13. In that case, an appropriate Change Order will be issued deducting the Owner's cost of correction, including Architect/Engineer's compensation for additional services and expenses made necessary by the failure or refusal of the Contractor from payments then or thereafter due to the Contractor. The cost of correction is subject to verification (but not approval) by the Architect/Engineer. If payments then or thereafter due the Contractor are not sufficient to cover the cost of correction, the Contractor shall pay the difference to the Owner. 502 EXHIBIT 3 2.5 NOTICE TO PROCEED After final execution of the Contract and receipt and approval of the required performance and payment bonds and evidence of required insurance, the Owner will issue a written notice to proceed with the Work, including the designated Contract Time within which Substantial Completion of the Work must be achieved. If the Owner unreasonably delays issuance of a written notice to proceed through no fault of the Contractor, the Contractor shall be entitled only to an equitable adjustment of the Contract Time, if properly claimed pursuant to the requirements of Paragraph 4.3; but the Contractor shall not be entitled to any increase to the Contract Sum whatsoever for this reason. ARTICLE 3 THE CONTRACTOR 3.1 DEFINITION OF CONTRACTOR The Contractor is the person or business entity identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized employees or representatives. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR (a) The Contractor shall carefully check, study, and compare the Contract Documents with each other and shall at once report to the Architect/Engineer in writing any inconsistency, ambiguity, error, omission, conflict, or discrepancy the Contractor may discover. The Contractor shall also verify all dimensions, field measurements, and field conditions before laying out the Work. The Contractor will be held responsible for any known or reasonably discovered subsequent error, omission, conflict, or discrepancy which might have been avoided by the above -described check, study, comparison, and reporting. In the event the Contractor continues to work on an item where an inconsistency, ambiguity, error, omission, conflict, or discrepancy exists without obtaining such clarification or resolution or commences an item of the Work without giving written notice of an error, omission, conflict, or discrepancy that might have been avoided by the check, study, and comparison required above, it shall be deemed that the Contractor bid and intended to execute the more stringent, higher quality, or state of the art requirement, or accepted the condition as is in the Contract Documents, without any increase to the Contract Sum or Contract Time. The Contractor shall also be responsible to correct any failure of component parts to coordinate or fit properly into final position as a result of Contractor's failure to give notice of and obtain a clarification or resolution of any error, omission, conflict, or discrepancy, without any right to any increase to the Contract Sum or Contract Time. (b) The Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pursuant to Paragraph 3.12. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES (a) The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work, unless the Contract Documents set forth specific instructions concerning these matters. (b) The Contractor shall be responsible to the Owner for the acts and omissions of the Contractor's employees, Subcontractors, Sub -subcontractors, and their respective agents and employees, and 503 EXHIBIT 3 any other persons performing portions of the Work under a subcontract with the Contractor or with any Subcontractor, and all other persons or entities for which the Contractor is legally responsible. All labor shall be performed by mechanics that are trained and skilled in their respective trades. Standards of work required throughout shall be of a quality that will bring only first class results. Mechanics whose work is unsatisfactory, or who are considered careless, incompetent, unskilled, or otherwise objectionable shall be dismissed promptly from the Work and immediately replaced with competent, skilled personnel. Any part of the Work adversely affected by the acts or omissions of incompetent, unskilled, careless, or objectionable personnel shall be immediately corrected by the Contractor. (c) The Contractor shall not be relieved of its obligation to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect/Engineer in the Architect/Engineer's administration of the Contract, or by tests, inspections, or approvals required or performed by persons other than the Contractor. (d) The Contractor shall be responsible for inspection of portions of Work already performed under this Contract to determine that such portions are in proper condition to receive subsequent Work. The Contractor's responsibility under this paragraph will not in any way eliminate the Architect/Engineer's responsibility to the Owner under the Architect/Engineer/Owner Agreement. (e) Any Contractor, Subcontractor, Sub -subcontractor, or separate contractor who commences Work over, in, or under any surface prepared by the Owner or by any other contractor, subcontractor, sub -subcontractor or separate contractor without the Contractor having given written notice to the Architect/Engineer of the existence of any known or reasonably discovered faulty surface or condition in the surface that prevents achieving the quality of workmanship specified by the Contract Documents and without having obtained the prior approval of the Architect/Engineer and the Owner to proceed is deemed to have accepted the surface or condition in the surface as satisfactory at the commencement of such Work. Any unsatisfactory Work subsequently resulting from such a faulty surface or condition in the surface that was not pre -approved by the Architect/Engineer or the Owner after notice as provided above may be rejected and replacement required, without any increase to the Contract Sum or Contract Time. (f) All grades, lines, levels, and benchmarks shall be established and maintained on an ongoing basis by the Contractor. The Contractor is solely responsible for any errors made in establishing or maintaining proper grades, lines, levels, or benchmarks. Each Contractor for his own Work shall verify all grades, lines, levels, and dimensions as indicated on Drawings. He shall report any errors, omissions, conflicts, or inconsistencies to Architect/Engineer before commencing any Work affected by these conditions. Contractor shall establish and safeguard benchmarks in at least two widely separated places and, as Work progresses, establish benchmarks at each level and lay out partitions on rough floor in exact locations as guides to all trades. The Contractor shall, from the permanent benchmark provided by the Owner, establish and maintain adequate horizontal and vertical control. 3.4 LABOR AND MATERIALS (a) Except as is otherwise specifically provided in the Contract Documents as being the responsibility of the Owner, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 504 EXHIBIT 3 (b) The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. (c) The Contractor shall give preference, when qualified labor is available to perform the Work to which the employment relates, to all labor hired for the Project in the following order: (1) to bona fide residents of the City of Denton, Texas; (2) to bona fide residents of the County of Denton, Texas; (3) to bona fide residents of the State of Texas; (4) to bona fide residents of the United States. 3.5 WARRANTY (a) General Warranty. The Contractor warrants to the Owner that all Work shall be accomplished in a good and workmanlike manner and that all materials and equipment furnished under the Contract will be of good quality, new (unless otherwise specified), and free from faults or defects, and that the Work will otherwise conform to the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, will be considered defective or nonconforming. The Contractor's warranty excludes any remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Architect/Engineer, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. THE GENERAL WARRANTY PROVIDED IN THIS SUBPARAGRAPH IS IN ADDITION TO AND DOES NOT LIMIT OR DISCLAIM ANY OTHER WARRANTY OR REMEDY REQUIRED OR PROVIDED BY LAW OR THE CONTRACT DOCUMENTS AND SUCH WARRANTY SHALL REQUIRE THE CONTRACTOR TO REPLACE DEFECTIVE MATERIALS AND RE -EXECUTE DEFECTIVE WORK THAT IS DISCLOSED BY THE OWNER TO THE CONTRACTOR WITHIN A PERIOD OF TWO (2) YEARS AFTER SUBSTANTIAL COMPLETION OF THE ENTIRE WORK OR, IF A LATENT DEFECT, WITHIN TWO (2) YEARS AFTER DISCOVERY BY THE OWNER OF THE LATENT DEFECT. (b) Special Warranties. The Contractor shall assign to the Owner in writing, as a condition precedent to final payment, the terms and conditions of all special warranties required under the Contract Documents. 3.6 TAXES The Owner qualifies for exemption from state and local sales and use taxes, pursuant to the provisions of Section 151.309 of the Texas Tax Code, as amended_ Therefore, the Owner shall not be liable for, or pay the Contractor's cost of, such sales and use taxes which would otherwise be payable in connection with the purchase of tangible personal property furnished and incorporated into the real property being improved under the Contract Documents or the purchase of materials, supplies and other tangible personal property, other than machinery or equipment and its accessories and repair and replacement parts, necessary and essential for performance of the Contract which is to be completely consumed at the job site. The Contractor shall issue an exemption certificate in lieu of the tax on such purchases. 505 EXHIBIT 3 3.7 PERMITS, FEES AND NOTICES (a) The Architect/Engineer will apply and arrange for the issuance of the City of Denton Building Permit. The Contractor and Subcontractors will apply and arrange for the issuance of all other required permits, and will not be required to pay a fee for any City of Denton permits required for the Project. The Owner will pay all service extension charges, including tap fees, assessed by the Water Utilities Department. (b) The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, and lawful orders of governmental entities or agencies applying to performance of the Work. (c) Except as provided in Subparagraph (d) below, it is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, ordinances, construction codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance with applicable laws, ordinances, construction codes, rules or regulations, the Contractor shall promptly notify the Architect/Engineer and the Owner in writing, and necessary changes shall be accomplished by appropriate Amendment. (d) If the Contractor performs Work knowing it to be contrary to laws, ordinances, construction codes, or rules and regulations without notifying the Architect/Engineer and the Owner, the Contractor shall assume full responsibility for the Work and shall bear the attributable costs of the correction of the Work and any other Work in place that may be adversely affected by the corrective work. 3.8 ALLOWANCES (a) The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for the amounts identified in the Contract and by persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities against which the Contractor makes reasonable objection. (b) Unless otherwise provided in the Contract Documents: (1) materials and equipment under an allowance shall be selected promptly by the Owner to avoid delay in the Work; (2) the amount of each allowance shall cover the cost to the Contractor of materials and equipment delivered at the site less all exempted taxes and applicable trade discounts; (3) the amount of each allowance includes the Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance Work; (4) whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect: (i) the difference between actual costs and the allowances under Clause (b) (2); and (ii) changes in Contractor's costs under Clause (b) (3); 506 EXHIBIT 3 (5) the Owner retains the right to review and approve Subcontractors selected by the Contractor to perform work activities covered by allowances. 3.9 SUPERINTENDENT The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. The Owner reserves the right to request that the Contractor replace its superintendent at any time and the Contractor will replace said superintendent at the Owner's direction. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES (a) The Contractor shall, immediately after award of the Contract and before submittal of the first Application for Payment, prepare and submit the construction schedule for the Architect/Engineer's and Owner's information, review, and approval in accordance with the following provisions: (1) Unless otherwise approved in writing by the Owner, the construction schedule shall not exceed the Contract Time limits currently in effect under the Contract Documents and shall provide for expeditious and practicable execution of the Work. (2) The construction schedule shall include all shop drawing and submittal data requirements, indicating for each: (i) the latest date to be submitted by the Contractor; and (ii) the latest date for approval by the Architect/Engineer. (3) The construction schedule shall be in the form of a critical path management schedule, and shall indicate each critical task (the "predecessor") of all the major construction activities of the Work in a logical and sequential order (the "project network") which requires completion prior to commencement of the task next following (the "successor"). Each task shall be identified with: (i) actual work time, exclusive of slack time, for accomplishment; (ii) the latest start date; (iii) the latest finish date; (iv) the amount of float associated with each task; (v) the amount of labor, material, and equipment associated with each task; and (vi) the percentage of completion as of the date of the current schedule. (4) The construction schedule shall be revised and updated monthly to reflect the actual status of the Work and shall be submitted with each Application for Payment. 507 EXHIBIT 3 (5) On or before the first day of each month, following the date of commencement of the Work as stated in the notice to proceed, the Contractor shall prepare and submit to the Architect/Engineer and the Owner an up-to-date status report of the progress of the various construction phases of the Work in the form of an updated construction schedule. This status report shall consist of a time scale drawing indicating actual progress of the various phases of the Work and the percentage of completion of the entire Work. The original construction schedule shall be updated or changed to indicate any adjustments to the Contract Time granted by the Owner. The updated schedule must be submitted with the Contractor's Application for Payment. No application will be certified without a satisfactory update to the construction schedule. (b) The construction schedule will also be revised to show the effect of change orders and other events on Contract Time. No request for an increase in Contract Time will be considered unless it is accompanied by a schedule revision demonstrating the amount of time related to the cause of the request. If the Contractor's status schedules reflect that the Contractor has fallen behind the pace required to complete the Work within the Contract Time, through no fault of the Owner, the Contractor shall prepare a recovery schedule demonstrating how it intends to bring its progress back within the Contract Time. This recovery schedule shall be in a form acceptable to the Owner. (7) Costs incurred by the Contractor in preparing and maintaining the required construction schedule, any updated schedule, and any recovery schedule required by the Owner will not be paid as an additional or extra cost and shall be included in the Contract Sum. (8) The Contract Sum is deemed to be based upon a construction schedule requiring the full Contract Time. NO CLAIM FOR ADDITIONAL COMPENSATION SHALL BE ALLOWED AS A RESULT OF THE CONTRACTOR BASING HIS BID ON AN EARLY COMPLETION SCHEDULE, OR AS A RESULT OF DELAYS AND COSTS ATTRIBUTABLE TO COMPLETION LATER THAN THE PLANNED EARLY COMPLETION DATE. (b) The Contractor shall also prepare and keep current, for the Architect/Engineer's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Architect/Engineer reasonable time to review submittals. (c) The Contractor shall conform to the most recent schedules approved as to form by the Architect/Engineer and the Owner. Any subsequent revisions made by the Contractor to schedules in effect shall conform to the provisions of Subparagraph 3.10(a) (d) If the Work falls behind the approved construction schedule, the Contractor shall take such steps as may be necessary to improve his progress, and the Architect/Engineer and the Owner may require him to increase the number of shifts, overtime operations, days of work, or the amount of construction plant, and to submit for approval revised schedules in the form required above in order to demonstrate the manner in which the agreed rate of progress will be regained, all without additional cost to the Owner. 3.11 DOCUMENTS AND SAMPLES AT THE PROJECT SITE The Contractor shall maintain at the Project site for the Owner one record copy of the Drawings, Specifications, addenda, and Amendments in good order and marked currently to record changes and selections made during construction, and in addition shall maintain at the Project site approved 508 EXHIBIT 3 Shop Drawings, Product Data, Samples, and similar required submittals. These shall be available to the Architect/Engineer and shall be delivered to the Architect/Engineer for submittal to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES (a) Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. (h) Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. (c) Samples are physical examples which illustrate materials, equipment, or workmanship and establish standards by which the Work will be judged. (d) Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect/Engineer is subject to the limitations of Paragraph 4.2. (e) The Contractor shall review, approve and submit to the Architect/Engineer Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals made by the Contractor which are not required by the Contract Documents may be returned without action. (f) The Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawings, Product Data, Samples, or similar submittals until the respective submittal has been approved by the Architect/Engineer. Work requiring this submittal and review shall be in accordance with approved submittals and any identified exceptions noted by the Architect/Engineer. (g) By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements, and related field construction criteria, or will do so, and has checked and coordinated the information contained within submittals with the requirements of the Work and of the Contract Documents. The Contractor's attention is directed to Paragraph 3.2 of these General Conditions and the requirements stated in that Paragraph. (h) The Contractor shall not be relieved of responsibility for deviations, substitutions, changes, additions, deletions or omissions from requirements of the Contract Documents by the Architect/Engineer's approval of Shop Drawings, Product Data, Samples, or similar submittals unless the Contractor has specifically informed the Architect/Engineer in writing of such substitutions, changes, additions, deletions, omissions, or deviations involved in the submittal at the time of submittal and the Architect/Engineer, subject to a formal Change Order signed by the Owner; Architect/Engineer and Contractor, has given written approval to the specific substitutions, changes, additions, deletions, omissions, or deviations. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals by the Architect/Engineer's approval thereof. Further, notwithstanding any approval of a submittal by the Architect/Engineer, the Contractor shall be responsible for all associated Project costs, including costs of coordination's, modifications, or impacts, direct or indirect, resulting from any and all substitutions, changes, additions, deletions, omissions, or deviations, whether or not specifically identified by the Contractor to the Architect/Engineer at the time of the above -mentioned submittals, including additional consulting fees, if any, in any 509 EXHIBIT 3 and all accommodations associated with such substitutions, changes, additions, deletions, omissions, or deviations to the requirements of the Contract Documents. (i) The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to additional revisions other than those requested by the Architect/Engineer on previous submittals. In the absence of such written notice, the Architect/Engineer's approval of a resubmission shall not apply to the additional revisions not requested. (j) Informational submittals upon which the Architect/Engineer is not expected to take responsive action may be so identified in the Contract Documents. (k) When professional certification of performance criteria of materials, systems, or equipment is required by the Contract Documents, the Architect/Engineer shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 3.13 USE OF THE PROJECT SITE The Contractor shall confine operations at the Project site to areas permitted by law, ordinances, permits, and the Contract Documents and shall not unreasonably encumber the Project site with materials or equipment. 3.14 CUTTING AND PATCHING (a) The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. (b) The Contractor shall not damage or endanger a portion of the Work or any fully or partially completed construction of the Owner or separate contractors by cutting, patching, or otherwise altering the construction, or by excavating. The Contractor shall not cut or otherwise alter the construction by the Owner or a separate contractor except with the written consent of the Owner and of the separate contractor; consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. (c) A Hot Work Permit must be obtained from the City of Denton's Facilities Management Department, 869 S. Woodrow Lane, Denton, Texas (940 349-7200) for any temporary operation involving open flames or producing heat and/or sparks. This includes, but is not limited to: Brazing, Cutting, Grinding, Soldering, Torch Applied Roofing and Welding. 3.15 CLEANING UP (a) The Contractor shall keep the Project site and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. Upon the completion of the Work the Contractor shall remove from and about the Project site all waste materials, and rubbish, and all of the Contractor's tools, construction equipment, machinery, and surplus materials. (b) If the Contractor fails to clean up as provided in the Contract Documents, the Owner may clean up and the Owner's cost of cleaning up shall be charged to the Contractor. 3.16 ACCESS TO WORK The Contractor shall provide the Owner and the Architect/Engineer access to the Work in preparation and progress wherever located during the course of construction. 3.17 TESTS AND INSPECTIONS 510 EXHIBIT 3 (a) Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations, or orders of governmental entities or agencies having jurisdiction over the Work shall be made at appropriate times. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner or with the appropriate governmental entity or agency, and the Contractor shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Architect/Engineer timely notice of when and where tests and inspections are to be made so the Architect/Engineer may observe such procedures. The Owner shall bear costs of tests, inspections, or approvals which become requirements after bids or proposals are received. (b) If the Architect/Engineer, the Owner or other public authorities having jurisdiction over the Work determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 3.17(a), the Architect/Engineer will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect/Engineer of when and where tests and inspections are to be made so that the Architect/Engineer may observe such procedures. The Owner shall bear such costs except as provided in Subparagraph 3.17(c). (c) If procedures for testing, inspection, or approval under Subparagraphs 3.17(a) and 3.17(b) reveal deficiencies or nonconformities in the Work, the Contractor shall bear all costs made necessary to correct the deficiencies or nonconformities, including those of repeated procedures and compensation for the Architect/Engineer's services and expenses, if any. The Contractor shall bear the costs of any subsequent testing, inspection, or approval of the corrected Work. (d) Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect/Engineer. (e) If the Architect/Engineer is to observe tests, inspections or approvals required by the Contract Documents, the Architect/Engineer will do so promptly and, where practicable, at the normal place of testing or inspection. (f) Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 3.18 ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. CONTRACTOR SHALL COMPLETELY DEFEND, INDEMNIFY AND HOLD OWNER AND ARCHITECT/ENGINEER HARMLESS FROM ANY AND ALL SUITS OR CLAIMS FOR INFRINGEMENT OF PATENT RIGHTS, REGARDLESS OF WHETHER OR NOT THE OWNER OR THE ARCHITECT/ENGINEER SPECIFIED A PARTICULAR DESIGN, PROCESS OR PRODUCT IN THE CONTRACT DOCUMENTS THAT MAY BE THE SUBJECT OF A PATENT INFRINGEMENT OR OTHERWISE ACTIVELY INDUCED OR CONTRIBUTED TO THE INFRINGEMENT. In the event the Contractor has reason to believe that a particular design, process or product specified infringes a patent, the Contractor shall immediately notify the Owner and the Architect/Engineer of same. 511 EXHIBIT 3 3.19 INDEMNIFICATION (a) THE CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES, AND THE ARCHITECT/ENGINEER, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION OF THE CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, OR SUB - SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, OR REPRESENTATIVES, OR ANY OTHER PERSONS OR ENTITIES FOR WHICH THE CONTRACTOR IS LEGALLY RESPONSIBLE IN THE PERFORMANCE OF THIS CONTRACT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, OR OF THE ARCHITECT/ENGINEER, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF THE CONTRACTOR, THE OWNER, AND THE ARCHITECT/ENGINEER, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE OWNER UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. (b) In claims against any person or entity indemnified under this Paragraph 3.19 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Paragraph 3.19 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers compensation acts, disability benefit acts or other employee benefit acts. (c) Indemnification under this Paragraph 3.19 shall include, but is not limited to, liability which could result to or be created for the Owner, its officers, agents, or employees, or the Architect/Engineer pursuant to State or Federal laws or regulations relating to pollution of the environment and State or Federal laws or regulations relating to the occupational safety and health of workers. The Contractor specifically agrees to comply with the above -mentioned laws and regulations in the performance of the Work by the Contractor and that the obligations of the Owner, its officers, agents, and employees, and the Architect/Engineer under the above - mentioned laws and regulations are secondary to those of the Contractor. ARTICLE 4 CONTRACT ADMINISTRATION 512 EXHIBIT 3 4.1 THE DESIGN PROFESSIONAL (ARCHITECT/ENGINEER) (a) The design professional is the person lawfully licensed to practice architecture or engineering or a firm or other business entity lawfully practicing architecture/engineering identified as such in the formal Building Construction Services Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect/Engineer" means the Architect/Engineer or the Architect/Engineer's authorized representative. The Owner may, at its option, designate a qualified Owner representative to serve as the Architect/Engineer on the Project instead of an outside firm or person. In such event, the references in these General Conditions that refer to the Architect/Engineer shall apply to the Owner -designated Architect/Engineer representative and the Owner -designated Architect/Engineer representative shall be accorded that same status by the Contractor. (b) In the event the Architect/Engineer is an outside person or firm and the Architect/Engineer's employment is terminated, the Owner may, at its option, contract with a new outside Architect/Engineer to replace the former, or may designate a qualified Owner representative to serve as the Architect/Engineer. The replacement Architect/Engineer, whether an Owner representative, an independent Architect/Engineer or any other qualified person or entity, shall be regarded as the Architect/Engineer for all purposes under the Contract Documents and shall be accorded that same status by the Contractor. Any dispute in connection with such appointment shall be reviewed and settled by the Owner, whose decision shall be final and binding. (c) Owner reserves the right to appoint a representative empowered to act for the Owner during the Construction Phase and to supersede the Architect/Engineer's Construction Phase responsibility. Owner shall notify the Architect/Engineer and Contractor in writing at least 10 days in advance, if electing to appoint a representative empowered to act for the Owner during the Construction Phase. Similarly, from time to time the Owner may expand or reduce the Owner's delegation of powers to the Architect/Engineer, with the Owner notifying the Contractor of any such changes. The Architect/Engineer shall not be construed as a third party beneficiary to the Contract and can in no way object to any expansion or reduction of powers as set forth in this Subparagraph (c). In no event, however, shall the Owner have control over charge of, or be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions or programs in connection with the Work since these are solely the Contractor's responsibility. The Owner will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Owner will not have control over or charge of and will not be responsible for acts or omissions of Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 4.2 ARCHITECT/ENGINEER'S RESPONSIBILITIES DURING CONSTRUCTION (a) The Architect/Engineer will administer the Contract as described in the Contract Documents and in accordance with the terms of the Architect/Engineer's agreement with the Owner, where applicable, subject to the direction and approval of the Owner. If requested by the Contractor, the provisions of the Owner/Architect/Engineer Agreement will be made available to the Contractor. (b) The Architect/Engineer shall provide, during performance of the Work, adequate and competent periodic on -site construction observation, periodically visiting the Project site to the extent necessary to personally familiarize themselves with the progress and quality of the Work, and to 513 EXHIBIT 3 determine if the Work is proceeding in accordance with the Contract Documents. The Architect/Engineer shall not, however, be required to make continuous on -site inspections to check the Work. Field reports of each visit shall be prepared by the Architect/Engineer and submitted to the Owner. The Architect/Engineer shall employ all reasonable measures to safeguard the Owner against defects and nonconformities in the Work. The Architect/Engineer shall not be responsible for the construction means, methods, techniques, sequences of procedures, nor for the safety precautions and programs employed in connection with the Work. The Architect/Engineer will, however, immediately inform the Owner whenever defects or nonconformities in the Work are observed, or when any observed actions or omissions are undertaken by the Contractor or any Subcontractor which are not in the best interests of the Owner or the Project. (c) The Architect/Engineer and the Owner will not have control over or charge of and will not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility as provided in Paragraph 4.3. The Architect/Engineer and the Owner will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Architect/Engineer and the Owner will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, Sub - subcontractors, or their respective agents or employees, or of any other persons performing portions of the Work for which the Contractor is responsible. (d) Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate through the Architect/Engineer. Communications by and with the Architect/Engineer's consultants shall be through the Architect/Engineer. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors will be through the Owner. The Contractor shall provide written confirmation of communications made directly with the Owner and provide copies of such confirmation to the Architect/Engineer. (e) Based on the Architect/Engineer's observations and evaluations of the Contractor's Applications for Payment, the Architect/Engineer will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. (f) The Architect/Engineer and the Owner will each have authority to reject Work which does not conform to the Contract Documents. Whenever the Architect/Engineer considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect/Engineer will have authority to require additional inspection or testing of the Work in accordance with Subparagraphs 3.17(b) and 3.17(c), whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect/Engineer nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to any duty or responsibility of the Architect/Engineer to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing portions of the Work. (g) The Architect/Engineer will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect/Engineer's action will be taken with such reasonable promptness as to not delay the Work or the activities of the Owner, Contractor, or 514 EXHIBIT 3 separate contractors. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect/Engineer's review of the Contractor's submittals shall not relieve the Contractor of any obligations under Paragraphs 3.3, 3.5, and 3.12. The Architect/Engineer's review shall not constitute approval of safety precautions or, unless otherwise specifically stated in writing by the Architect/Engineer, of any construction means, methods, techniques, sequences, or procedures. The Architect/Engineer's approval of a specific item shall not indicate approval of an assembly of which the item is a component. (h) The Architect/Engineer will prepare Change Orders and may authorize minor changes in the Work as provided in Paragraph 7.3_ (i) The Architect/Engineer will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. (�} If the Owner and Architect/Engineer agree, the Architect/Engineer will provide one or more Project representatives to assist in carrying out the Architect/Engineer's responsibilities at the site. The duties, responsibilities, and limitations of authority of such Project representatives shall be as set forth in an exhibit to be incorporated into the Contract Documents. (k) The Architect/Engineer will interpret and make recommendations to the Owner concerning performance under and requirements of the Contract Documents upon written request of either the Owner or Contractor. The Architect/Engineer's response to such requests will be made with reasonable promptness and within any time limits agreed upon. The Architect/Engineer shall secure the Owner's written approval before issuing instructions, interpretations, or judgments to the Contractor which change the scope of the Work or which modify or change the terms and conditions of any of the Contract Documents. (1) Interpretations and decisions of the Architect/Engineer will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of Drawings. When making such interpretations and decisions, the Architect/Engineer will endeavor to secure faithful performance by the Contractor. (m)The Architect/Engineer's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents provided that the Architect/Engineer has prior written approval of the Owner. 4.3 CLAIMS AND DISPUTES (a) Definition; General Notice of Claim Procedure. As used in these General Conditions, a "Claim" means a demand or assertion by one of the parties to the Contract seeking an adjustment of the terms of the Contract Documents, of the Contract Sum, of the Contract Time, or some other relief in respect to the terms of the Contract Documents. The term also includes all other disputes between the Owner and the Contractor arising out of or relating to the Project or the Contract Documents, including but not limited to claims that work was outside the scope of the Contract Documents. The responsibility to substantiate the Claim and the burden of demonstrating 515 EXHIBIT 3 compliance with this provision shall rest with the party making the Claim. Except where otherwise provided in the Contract Documents, a Claim by the Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, MUST BE MADE BY WRITTEN NOTICE TO THE ARCHITECT/ENGINEER AND THE OWNER WITHIN FOURTEEN (14) DAYS AFTER OCCURRENCE OF THE EVENT OR EVENTS GIVING RISE TO THE PARTICULAR CLAIM. Every Claim of the Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, shall be signed and sworn to by an authorized corporate officer (if not a corporation, then an official of the company authorized to bind the Contractor by his signature) of the Contractor, verifying the truth and accuracy of the Claim. THE CONTRACTOR SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM NOT MADE STRICTLY IN ACCORDANCE WITH THE PROCEDURE AND TIME LIMITS SET OUT IN THIS PARAGRAPH. (b) Referral to the Architect/Engineer. Claims, disputes, and other matters in question between the Contractor and the Owner relating to the progress or execution of the Work or the interpretation of the Contract Documents shall be referred to the Architect/Engineer for recommendation to the Owner, which recommendation the Architect/Engineer will furnish in writing within a reasonable time, provided proper and adequate substantiation has been received. Failure of the Contractor to submit the Claim to the Architect/Engineer for rendering of a recommendation to the Owner shall constitute a waiver of the Claim. (c) Continuing Contract Performance. Pending final resolution of a claim the Contractor shall proceed diligently with performance of the Work and the Owner shall continue to make payments in accordance with the Contract Documents. (d) Claims for Concealed or Unknown Conditions. No adjustment in the Contract Sum or Time associated with concealed or unknown conditions will normally be considered or allowed; provided, however, that the Contract Sum or Time may be adjusted by the Owner in such circumstances only if: (1) a concealed subsurface condition is encountered in the course of performance of the Work; (2) a concealed or unknown condition in an existing structure is at variance with conditions indicated by the Contract Documents; or (3) an unknown physical condition is encountered below the surface of the ground or in an existing structure which is of an unusual nature and materially different from those ordinarily encountered and generally recognized as inherent in the character of the Work; and (4) a notice of claim with proper and adequate substantiation is presented pursuant to Subparagraph 4.3(a) of these General Conditions; and (5) the Owner and the Architect/Engineer determine that: (i) prior to submitting its bid for the Work, the Contractor used reasonable diligence to fully inspect the portion of the Project site where the condition was discovered; and (ii) the work caused or required by the concealed or unknown condition at issue can be considered extra work to the extent that additional new Drawings must be prepared and issued and new construction beyond the scope of the Contract Documents is required. (e) Disclaimer of Warranties as to Reports, Drawings, and Specifications. PROJECT SITE INFORMATION AND REPORTS (INCLUDING BUT NOT LIMITED TO SOILS TESTING 516 EXHIBIT 3 REPORTS, GEOTECHNICAL REPORTS, OR ENVIRONMENTAL SITE ASSESSMENTS) PROVIDED BY THE OWNER AND THE ARCHITECT/ENGINEER IN THE PROJECT MANUAL OR BY OTHER MEANS SHALL BE UTILIZED BY THE CONTRACTOR AT THE CONTRACTOR'S OWN RISK. THE OWNER AND THE ARCHITECT/ENGINEER DO NOT GUARANTEE OR WARRANT ANY INFORMATION SHOWN IN THE PROJECT SITE INFORMATION AND REPORTS. (f) Claims for Additional Cost. If the Contractor wishes to make a claim for an increase in the Contract Sum, written notice as provided in this Paragraph 4.3 shall be given before proceeding to execute the Work. Prior notice is not required for claims relating to an emergency endangering life or property arising under Paragraph 10.3. In addition, the Contractor's request for an increase in the Contract Sum for any reason (other than work performed under emergency conditions) shall be made far enough in advance of required work to allow the Owner and the Architect/Engineer a sufficient amount of time, without adversely affecting the construction schedule, to review the request, prepare and distribute such additional documents as may be necessary to obtain suitable estimates or proposals and to negotiate, execute and distribute a Change Order for the required work if the Contractor believes that additional cost is involved for reasons including but not limited to: (1) a written interpretation from. the Architect/Engineer; (2) a written order for a minor change in the Work issued by the Architect/Engineer; (3) failure of payment by the Owner; (4) termination of the Contract by the Owner; (5) the Owner's temporary suspension of all or any portion of the Work where the Contractor was not at fault; or (6) other reasonable grounds. (g) Injury or Damage to Person or Property. If the Contractor suffers injury or damages to person or property because of an act or omission of the Owner, or of any of the Owner's officers, employees or agents, written, sworn -to notice of any claim for damages or injury shall be given as provided in Subparagraph 4.3(a). The notice shall provide sufficient detail to enable the Architect/Engineer and the Owner to investigate the matter. (h) Subcontractor Pass -Through Claims. In the event that any Subcontractor of the Contractor asserts a claim to the Contractor that the Contractor seeks to pass through to the Owner under the Contract Documents, any entitlement of the Contractor to submit and assert the claim against the Owner shall be subject to: (1) the requirements of Paragraph 4.3 of these General Conditions; and (2) the following additional three requirements listed below, all three of which additional requirements shall be conditions precedent to the entitlement of the Contractor to seek and assert such claim against the Owner: 517 EXHIBIT 3 (ii) The Contractor shall either (A) have direct legal liability as a matter of contract, common law, or statutory law to the Subcontractor for the claim that the Subcontractor is asserting or (B) the Contractor shall have entered into a written liquidating agreement with the Subcontractor, under which agreement the Contractor has agreed to be legally responsible to the Subcontractor for pursing the assertion of such claim against the Owner under the Contract and for paying to the Subcontractor any amount that may be recovered, less Contractor's included markup (subject to the limits in the Contract Documents for any markup). The liability or responsibilities shall be identified in writing by the Contractor to the Owner at the time such claim is submitted to Owner, and a copy of any liquidating agreement shall be included by the Contractor in the claim submittal materials. (ii) The Contractor shall have reviewed the claim of the Subcontractor prior to its submittal to Owner and shall have independently evaluated such claim in good faith to determine the extent to which the claim is believed in good faith to be valid. The Contractor shall also certify, in writing and under oath to the Owner, at the time of the submittal of such claim, that the Contractor has made a review, evaluation, and determination that the claim is made in good faith and is believed to be valid. (iii) The Subcontractor making the claim to the Contractor shall certify in writing and under oath that it has compiled, reviewed and evaluated the merits of such claim and that the claim is believed in good faith by the Subcontractor to be valid. A copy of the certification by the Subcontractor shall be included by Contractor in the claim submittal materials. (3) Any failure of the Contractor to comply with any of the foregoing requirements and conditions precedent with regard to any such claim shall constitute a waiver of any entitlement to submit or pursue such claim. (4) Receipt and review of a claim by the Owner under this Subparagraph shall not be construed as a waiver of any defenses to the claim available to the Owner under the Contract Documents or law. (i) Owner's Right to Order Acceleration and to Deny Claimed and Appropriate Time Extensions, in Whole or in Part. The Contractor acknowledges and agrees that Substantial Completion of the Work by or before the Scheduled Completion Date is of substantial importance to Owner. The following provisions, therefore, will apply: (1) If the Contractor falls behind the approved construction schedule for whatever reason, the Owner shall have the right, in the Owner's sole discretion, to order the Contractor to develop a recovery schedule as described in Paragraph 3.10 or to accelerate its progress in such a manner as to achieve Substantial Completion on or before the Contract Time completion date or such other date as the Owner may reasonably direct and, upon receipt, the Contractor shall take all action necessary to comply with the order. In such event, any possible right, if any, of the Contractor to additional compensation for any acceleration shall be subject to the terms of this Subparagraph (i). (2) In the event that the Contractor is otherwise entitled to an extension of Contract Time and has properly initiated a Claim for a time extension in accordance with Subparagraph 4.3(a) above, the Owner shall have the right, in the Owner's sole discretion, to deny all, or any part, of the Claim for extension of Contract Time by giving written notice to the Contractor provided within fourteen (14) days after receipt of the Contractor's Claim. If 518 EXHIBIT 3 the Owner denies the Contractor's claim for an extension of Contract Time under this Clause (i)(2), either in whole or in part, the Contractor shall proceed to prosecute the Work in such a manner as to achieve Substantial Completion on or before the then existing Scheduled Completion Date. (3) If the Contractor would have been entitled to a time extension for a reason specifically allowed under the Contract Documents, for an amount of time that would have justified approval by the Owner if not for the need and right to accelerate, the Contractor may initiate a Claim for acceleration costs pursuant to Subparagraph 4.3(a). Any resulting Claim for acceleration costs properly initiated by the Contractor under Subparagraph 4.3(a) above shall be limited to those reasonable and documented direct costs of labor, materials, equipment, and supervision solely and directly attributable to the actual acceleration activity necessary to bring the Work back within the then existing approved construction schedule. These direct costs include the premium portion of overtime pay, additional crew, shift, or equipment costs if requested in advance by the Contractor and approved in writing by the Owner. A percentage markup for the prorated cost of premium on the existing performance and payment bonds and required insurance, not to exceed 5%, will be allowed on the claimed acceleration costs. NO OTHER MARKUP FOR PROFIT, OVERHEAD (INCLUDING BUT NOT LIMITED TO HOME OFFICE OVERHEAD) OR ANY OTHER COSTS WILL BE ALLOWED ON ANY ACCELERATION CLAIM. The Owner shall not be liable for any costs related to an acceleration claim other than those described in this Clause (1)(3). (i) Waiver of Claims; Final Payment. The making of final payment shall constitute a waiver of claims by the Owner except those arising from: (1) claims, security interests, purported liens, or other attempted encumbrances arising out of the Contract and remaining unsettled; (2) defective or nonconforming Work appearing after Substantial Completion; (3) latent defects, as defined in Subparagraph 12.2(d), appearing after Final Completion; or (4) the terms of general and special warranties required by the Contract Documents or allowed or implied by law. (k) THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY'S FEES AS A PART OF ANY CLAIM MADE UNDER THE CONTRACT DOCUMENTS OR IN ANY SUBSEQUENT LAWSUIT OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDING. (1) No Waiver of Governmental Immunity. NOTHING IN THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO WAIVE THE OWNER'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 5 SUBCONTRACTORS 519 EXHIBIT 3 5.1 DEFINITIONS OF SUBCONTRACTOR (a) A Subcontractor is person or entity who has a direct contract with the Contractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Contractor by purchase or lease for use in performance of or incorporation into the Work. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. (b) A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Subcontractor or another Sub -subcontractor by purchase or lease for use in performance of or incorporation into the Work. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK. WITH REGARDS TO MWBE, THE CITY OF DENTON ONLY REQUIRE A GOOD FAITH EFFORT, THERE IS NO PERCENTAGE REQUIREMENT. (a) Immediately after the award of the Contract by the Owner, and before the Building Construction Services Agreement is signed by the Contractor and the Owner, the Contractor shall furnish to the Architect/Engineer in writing, for acceptance by the Owner and the Architect/Engineer, a list of the names, addresses, telephone numbers, M/WBE certification numbers (where applicable), and type of work of the Subcontractors (including those who are to furnish materials or equipment fabricated to a special design), proposed for the principal portions of the Work, including furnishings when made a part of the Contract. The Contractor shall immediately notify the Owner in writing of any changes in the list as they occur. The Architect/Engineer will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect/Engineer, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect/Engineer to reply promptly shall constitute notice of no reasonable objection. (b) The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect/Engineer has made reasonable and timely objection. (c) Architect/Engineer's and Owner's approval of or objection to any Subcontractor or of a particular process or material will not relieve the Contractor of his responsibility for performance of Work as called for under the Contract Documents, and shall not provide a basis for any claim for additional time or money on the part of the Contractor. Approval shall not be construed to create any contractual relationship between the Subcontractor and either the Owner or Architect/Engineer. In no event shall the Contract Sum be increased as a result of the rejection of any Subcontractor. (d) The Contractor shall not change a Subcontractor previously selected if the Owner or Architect/Engineer makes reasonable objection to such change. 520 EXHIBIT 3 5.3 SUBCONTRACTUAL RELATIONS (a) By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents (including but not limited to these General Conditions), and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by the Contract Documents, assumes toward the Owner and the Architect/Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect/Engineer under the Contract Documents (including but not limited to these General Conditions) with respect to the Work to be performed by the Subcontractor so that subcontracting will not prejudice the rights of the Owner and the Architect/Engineer. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor is to be bound. Subcontractors shall similarly make copies of applicable portions of such Documents available to their respective proposed Sub -subcontractors. (b) The Contractor is solely responsible for making payments properly to the Contractor's Subcontractors on the Project. During performance of the Work, the Contractor shall comply with the following additional rules regarding Subcontractor payments: (1) The Contractor shall submit, beginning with the Second Application and Certificate for Payment, a Subcontractor Payment Report (the "Report") with each Application and Certificate for Payment, along with partial waivers of liens for all Work included in the application for payment. The Report shall show all payments made to date by the Contractor (plus existing retainage) to each Subcontractor involved in the Project. The Report shall be made on a form approved and supplied by the Owner. Pay applications will not be reviewed or certified by the Architect to the Owner without accompanying partial lien waivers after the first Certificate for payment. With each Application for Payment, the Contractor shall certify that there are no mechanics' or materialmen's Liens outstanding at the date of the Application for Pyament, and that all bills due with respect to the Work have been paid to date, and that there is no known basis for filing of any liens against the Surety or the Owner in connection with the Work. Upon completion by the Contractor of the construction of the project, but prior to final payment to the Contractor, the Contractor shall deliver to the Owner conditional releases of all liens, which shall identify the remaining sums to be paid pending receipt of final payment. The conditional releases of liens, upon final payment by the Owner, shall rlease the Owner of all liens, and of all rights to claim any lien, from all manufacturers, material -men, and subcontractors furnishing services or materials for the project, to the effect that all materials or services used on or for the project have been paid for and indicating that the Ower is released from all such claims. As an alternative to the Report, the Contractor may furnish Affidavits of Payment Received with the Application and Certificate for Payment, which affidavits shall be executed by each Subcontractor owed money and paid during the previous progress payment period for work or materials furnished on the Project. RECEIPT BY THE OWNER OF THE REPORT OR AFFIDAVITS OF PAYMENT RECEIVED SHALL BE A CONDITION PRECEDENT TO PAYMENT ON ANY APPLICATION. Provided that the Owner has been notified by written correspondence (a lien notice) from any manufacturer, material -men, or subcontractor furnishing services or materials for the project that an outstanding debt is owed, the Owner shall ensure that the Contractor is notified of such notice within ten (10) days of receipt of such notice. The Contractor shall ensure that resolution has 521 EXHIBIT 3 been achieved for each written notice filed with the Owner, and provide sufficient written documentation to the Owner that payment has been rendered, or a resolution has been achieved that is satisfactory to the Owner. (2) If, for any reason, the Contractor is withholding payment to a Subcontractor due to a dispute or other problem with performance, the Contractor shall note the amount withheld and that payment is in dispute. The Owner may require the Contractor to document and verify the dispute or other problem in question. (3) The Owner reserves the right in its sole discretion, to withhold payment to the Contractor pursuant to Paragraph 9.5(a) of the General Conditions, should it appear from the Report, statements of payment received or other information furnished to the Owner that: (i) the Report has not been properly completed; (ii) the Contractor has knowingly provided false information regarding payment of any Subcontractor; or (Ili) the Contractor has otherwise failed to make payments properly to any Subcontractor. (4) THE CONTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A RESULT OF THE OWNER'S OR ARCHITECT/ENGINEER'S ENFORCEMENT OF THIS SUBPARAGRAPH 5.3(b). NO PROVISION OF THIS SUBPARAGRAPH OR ANY OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO CREATE A CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED, BETWEEN ANY SUBCONTRACTOR AND EITHER THE OWNER OR THE ARCHITECT/ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY A THIRD PARTY BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE CONTRACTOR. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS In the event of a termination of this Contract by the Owner under Article 14, the Contractor shall, if requested in writing by the Owner, within fifteen (15) days after the date notice of termination is sent, deliver and assign to Owner, or any person or entity acting on the Owner's behalf, any or all subcontracts made by Contractor in the performance of the Work, and deliver to the Owner true and correct originals and copies of the subcontract documents. In the event assignment is not requested by the Owner, Contractor shall terminate all subcontracts to the extent that Owner has not directed assignment of same and to the extent that they relate to the performance of Work terminated by the notice of termination. ARTICLE 6 CONSTRUCTION BY THE OWNER/ SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS (a) The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the Project site under Conditions of the Contract identical or substantially similar to these General Conditions, including those portions related to 522 EXHIBIT 3 insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make a claim as provided elsewhere in and in accordance with the Contract Documents. (b) When separate contracts are awarded for different portions of the Project or other construction or operations on the Project site, the terra "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Building Construction Services Agreement with the Owner. (c) The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall, with the approval of the Owner, make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors, and the Owner until subsequently revised by mutual agreement or by written Change Order. If the Contractor believes it is entitled to an adjustment of the Contract Sum under the circumstances, the Contractor shall submit a written proposal for a Change Order pursuant to Article 7 of the General Conditions. In the event the Contractor's Change Order proposal is denied by the Owner, the Contractor must submit any Claim pursuant to Paragraph 4.3 of the General Conditions. (d) Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Contractor under these General Conditions, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12. 6.2 MUTUAL RESPONSIBILITY (a) The Contractor shall afford the Owner and separate contractors' reasonable opportunity for access to and storage of their materials and equipment and the performance of their activities and shall coordinate the Contractor's construction and operations with the separate contractors as required by the Contract Documents. (b) If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect/Engineer apparent discrepancies or defects in the other construction that would render it unsuitable for proper execution and results. Failure of the Contractor to so report shall constitute an acknowledgment that the Owner's or separate contractors completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable.' (c) The Owner shall not be liable to the Contractor for damages suffered by the Contractor due to the fault or negligence of a separate contractor or through failure of a separate contractor to carry out the directions of the Owner or the Architect/Engineer. Should any interference occur between the Contractor and a separate contractor, the Architect/Engineer or the Owner may furnish the Contractor with written instructions designating priority of effort or change in methods, whereupon the Contractor shall immediately comply with such direction. In such event, the Contractor shall be entitled to an extension of the Contract Time only for unavoidable delays 523 EXHIBIT 3 verified by the Architect/Engineer; no increase in the Contract Sum, however, shall be due to the Contractor. (d) The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2(e). (e) Should the Contractor cause damage to the work or property of any separate contractor on the Project, the Contractor shall, upon due notice, settle with the separate contractor by agreement, if the separate contractor will so settle. If the separate contractor sues the Owner or submits a claim on account of any damage alleged to have been so sustained, the Owner shall notify the Contractor who shall defend such proceedings, at the Contractor's expense, and if any judgment or award against the Owner arises from the separate contractor's claim, the Contractor shall pay or satisfy it and shall reimburse the Owner for all attorney's fees and costs which the Owner has incurred. (f) The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Paragraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the Project site and surrounding area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up and allocate the cost among those responsible as the Architect/Engineer recommends to be just. ARTICLE 7 AMENDMENTS 7.1 CHANGE ORDERS (a) A Change Order is a written order to the Contractor, signed by the Owner and the Architect/Engineer, issued after execution of the Contract, authorizing a change in the Work, an adjustment in the Contract Sum, or an adjustment to the Contract Time, consistent with other applicable provisions of this Contract. The Owner, without invalidating the Contract and without requiring notice of any kind to the sureties, may order changes to the scope of Work under the Contract by additions, deletions, or other revisions, the Contract Sum and Contract Time to be adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order form approved by the Owner and the Owner's City Attorney. (b) In addition to the Owner and the Architect/Engineer, the Contractor shall sign all Change Orders to verify and confirm the terms and conditions established by Change Order; however, should the Contractor refuse to sign a Change Order, this shall not relieve him of his obligation to perform the change directed by the Owner and the Architect/Engineer to the best of his ability in accordance with the provisions of this Article 7. A Change Order signed by the Contractor indicates his agreement with all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The execution of a Change Order by the Contractor shall constitute 524 EXHIBIT 3 conclusive evidence of the Contractor's agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c) No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Architect/Engineer, it being expressly understood that the Owner shall not be liable for the cost of extra work or any substitution, change, addition, omission or deviation from the requirements of the Drawings or Specifications unless the same shall have been authorized in writing by the Owner and the Architect/Engineer in a written change order or other Amendment. The provisions of this Paragraph 7.1 shall control in the event of any inconsistency between such provisions and the other provisions of this Article 7. See Subparagraph 10.3(a) of the General Conditions for Change Orders under emergency conditions. (d) The method of determining the cost or credit to the Owner for any change in the Work shall be one of the following: (1) mutual acceptance of a guaranteed maximum price amount properly itemized and supported by sufficient substantiating data to permit evaluation; (2) unit prices stated in the Contract Documents or subsequently agreed upon; (3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4) the force account method provided in Subparagraph 7.1(e) (e) If the parties cannot agree to one of the methods of calculating cost provided in Clauses (d) (1), (d) (2), or (d) (3), or if the parties agree to a method but cannot agree to a final dollar figure, or if the Contractor for whatever reason refuses to sign the Change Order in question, the Contractor, provided he receives a written order signed by the Owner, shall promptly proceed with the Work involved. The cost of the Work involved shall then be calculated on the basis of the reasonable jobsite expenditures and savings of those performing the Work attributable to the changes, including a reasonable allowance for overhead and profit, such allowance in any case never to exceed 15%. In such case, the Contractor shall keep an itemized accounting of the Work involved, on a daily basis, in such form and with the appropriate supporting data as the Architect/Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Architect/Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN -TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for force account work are limited to the following; 525 EXHIBIT 3 (1) costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers compensation insurance; (2) costs of materials, supplies and equipment (but not to include off -site storage unless approved in writing by the Owner), whether incorporated or consumed; (3) rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; (4) costs of premiums for all bonds and insurance related to the Work; and (5) additional costs of supervision and field office personnel directly attributable to the changed Work. Pending final determination of cost to the Owner, payment of undisputed amounts on force account shall be included on the Architect/Engineer's Certificate of Payment as work is completed. (f) The amount of credit to be allowed to the Owner for any deletion of Work or any other change which results in a net decrease of the Contract Sum shall be the amount of actual net cost confirmed by the Architect/Engineer plus the stated percentage for overhead and profit. When both additions and deletions or credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease with respect to that change. 7.2 SUPPLEMENTAL AGREEMENTS A written Supplemental Agreement can also be used to implement changes in the Work instead of a Change Order form, including but not limited to situations involving partial occupancy of the Work under Paragraph 9.8, a change made to the Drawings or the Specifications without an increase in the Contract Sum, or special circumstances where it is necessary or more appropriate for the Owner to use a Supplemental Agreement. Written Supplemental Agreements shall have a status equal to that of Change Orders for purposes of priority of Contract Documents interpretation, except that to the extent of a conflict, later Supplemental Agreements in time control over earlier Supplemental Agreements, and the latest Change Order or Supplemental Agreement in time controls over earlier dated Change Orders and Supplemental Agreements. The rules of Subparagraphs 7.1(b) through (f) shall also apply to the negotiation and execution of Supplemental Agreements. 7.3 MINOR CHANGES IN THE WORK The Architect/Engineer, after notifying the Owner, shall be authorized to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Minor changes shall be effected by written order, and shall be binding on the Owner and the Contractor. The Contractor shall carry out such written orders promptly. These written orders shall not be deemed to change or impact the Contract Sum or the Contract Time. Contractor shall have no Claim for any minor change ordered to the Work under this Paragraph 7.3 unless the Contractor submits its change proposal, prior to complying with the minor change ordered and in no event later than ten (10) working days from the date the minor change was ordered, to the Owner for approval. 7.4 TIME REQUIRED TO PROCESS AMENDMENTS (a) All of the Contractor's responses to proposal requests shall be accompanied by a complete, itemized breakdown of costs. Responses to proposal requests shall be submitted sufficiently in 526 EXHIBIT 3 advance of the required work to allow the Owner and the Architect/Engineer a minimum of thirty (30) calendar days after receipt by the Architect/Engineer to review the itemized breakdown and to prepare or distribute additional documents as may be necessary. All of the Contractor's responses to proposal requests shall include a statement that the cost described in the response represents the complete, total and final cost and additional Contract Time associated with the extra work, change, addition to, omission, deviation, substitution, or other grounds for seeking extra compensation under the Contract Documents, without reservation or further recourse. (b) All Amendments require approval by either the City Council or, where authorized by the state law and City ordinance, by the City Manager pursuant to Administrative Action. The approval process requires a minimum of forty-five (45) calendar days after submission to the Owner in final form with all supporting data. Receipt of a submission by Owner does not constitute acceptance or approval of a proposal, nor does it constitute a warranty that the proposal will be authorized by City Council Resolution or Administrative Action. THE TIME REQUIRED FOR THE APPROVAL PROCESS SHALL NOT BE CONSIDERED A DELAY AND NO EXTENSIONS TO THE CONTRACT TIME OR INCREASE IN THE CONTRACT SUM WILL BE CONSIDERED OR GRANTED AS A RESULT OF THIS PROCESS. Pending the approval described above, the Contractor will proceed with the work under a pending Amendment only if directed in writing by the Owner. ARTICLE 8 CONTRACT TIME 8.1 DEFINITIONS (a) Unless otherwise provided, the Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. (b) The date of commencement of the Work is the date established in the notice to proceed from the Owner. The date of commencement shall not be postponed by the failure of the Contractor, or of persons or entities for whom the Contractor is responsible to act promptly to commence the Work. If the Owner unreasonably delays the issuance of the notice to proceed through no fault of the Contractor, the Contractor shall be entitled only to an equitable extension of the Contract Time; the Contract Sum shall remain unchanged. (c) The date of Substantial Completion is the date certified by the Architect/Engineer in accordance with Paragraph 9.7. (d) The term "day" as used in the Contract Documents shall mean a calendar day, beginning and ending at 12:00 midnight, unless otherwise specifically defined by special provision. 8.2 PROGRESS AND COMPLETION (a) Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Building Construction Services Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. (b) The Contractor shall not knowingly, except by agreement with or instruction of the Owner in writing, prematurely commence operations on the Project site or elsewhere prior to the effective date of insurance to be furnished by the Contractor as required by Article 11. The date of 527 EXHIBIT 3 commencement of the Work shall not be changed by the effective date of insurance required by Article 11. (c) Liquidated Damages. The Contractor shall proceed expeditiously with adequate forces, materials, and equipment, and shall achieve Substantial Completion within the Contract Time. If the Contractor fails or refuses to complete the Work within the Contract Time as specified in the Bid Proposal form, the Building Construction Services Agreement, or in any proper extension of the Contract Time granted by the Owner, then the Contractor agrees, as a part of the consideration for the awarding of the Contract, to pay to the Owner the amount of liquidated damages (hereinafter called the "Stipulated Amount") as stipulated in the Bid Proposal form and the Building Construction Services Agreement for each calendar day that the Contractor has not Substantially Completed the Work after the expiration of the Contract Time provided. The Stipulated Amount is not to be considered as a penalty, but shall be deemed, taken, or treated as reasonable liquidated damages, fixed and agreed upon by and between the Contractor and the Owner because of the impracticality and extreme difficulty of fixing and ascertaining the actual damages the Owner would sustain in the event of the Contractor's late completion of the Project, and the stipulated amount is agreed to be the daily amount of damages that the Owner would sustain. The Stipulated Amount, as it accrues, will be retained from any portion of the Contract Sum due or that may become due to the Contractor. In the event the portion of the Contract Sum retained by the Owner is insufficient to recover the Stipulated Amount, then the Contractor or the Contractor's Surety shall pay to the Owner any additional liquidated damages due that are in excess of the funds remaining unpaid in the Contract Sum. The Owner shall be the sole judge as to whether or not the Work has been Substantially Completed within the calendar days allotted, which shall include the original Contract Time and any proper extension of the Contract Time granted in writing by the Owner. Should the Contractor dispute the Owner's determination of liquidated damages due, however, or should the Contractor, or the Contractor's agents or assigns, institute any legal action against the Owner to enforce rights under the Contract Documents, then this Subparagraph 8.2(c) shall not be construed to prevent the Owner from seeking full recovery for any and all actual damages suffered by the Owner and attributable to the Contractor, as an alternative to all liquidated damages due. 8.3 DELAYS AND EXTENSIONS OF TIME (a) If the Contractor is delayed at any time in the progress of the Work by an act or neglect of the Owner or Architect/Engineer, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the Owner pending a claim, or by other causes which the Architect/Engineer determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect/Engineer and Owner may determine. (b) Claims relating to Contract Time and time extensions shall be made in accordance with the applicable provisions of Paragraph 4.3. (c) No Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO 528 EXHIBIT 3 COMPLETE THE WORK, INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE OWNER, THE ARCHITECT/ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER SUBPARAGRAPH 8.3(a) BEING THE CONTRACTOR'S SOLE REMEDY. (d) The Owner shall have the right to occupy, without prejudice to the right of either party, any completed or largely completed portions of the structure or Work, notwithstanding the fact that the Contract Time for completing all or a portion of the Work may not have expired. Partial occupancy and use shall not be deemed as an acceptance of the Work taken or used. (e) The Contractor shall promptly suspend the Work when either the Contractor or the Owner is ordered to do so by a court order from a court having lawful jurisdiction, and the Contractor will not be entitled to additional compensation by virtue of any delays resulting from the court order. The Contractor will also not be liable to the Owner for a delay caused in fact by the Work being suspended by a court order. (f) The Architect/Engineer, with the consent of the Owner, shall have the authority to suspend the Work, in whole or in part, for such period or periods as the Architect/Engineer deems necessary due to unusual or severe weather conditions as are considered unfavorable for the suitable prosecution of the Work, or due to failure on the part of the Contractor to correct conditions considered unsafe for workmen or the general public. If it should become necessary to stop 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 or become damaged in any way, and shall take every precaution to prevent damage or deterioration of the Work performed. In cases of suspension of the Work under this Subparagraph, the Contractor shall also provide suitable drainage about the Work and erect temporary structures where necessary. The Contractor shall not suspend the Work in whole or in part without written authority from the Architect/Engineer or the Owner, and shall resume the Work promptly when notified by the Architect/Engineer or the Owner to resume operations. (g) In the event of a delay that is the responsibility of the Contractor or any of the Subcontractors, for which the Contractor is not entitled to a time extension under the provisions of this Contract, the Owner may direct that the Work be accelerated by means of overtime, additional crews or additional shifts, or resequencing. This acceleration shall be at no cost to the Owner and will continue until the Contract Time is restored. In the event of a delay for which the Contractor is entitled to a time extension, as determined by the Architect/Engineer, Owner may similarly direct acceleration and the Contractor agrees to perform same on the basis that the Contractor will be reimbursed only to the extent described in Subparagraph 4.3(i). THE CONTRACTOR EXPRESSLY WAIVES ANY OTHER COMPENSATION RESULTING FROM ACCELERATION, SUCH AS LOSS OF LABOR PRODUCTIVITY OR EFFICIENCY. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum is stated in the Building Construction Services Agreement and, including authorized adjustments, is the total amount of compensation payable by the Owner to the Contractor for the performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES 529 EXHIBIT 3 Before the first Application for Payment, the Contractor shall submit to the Architect/Engineer a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect/Engineer may require. This schedule, when approved by the Architect/Engineer and the Owner, shall be used as a basis for the Contractor's Application for Payment. The schedule of values shall follow the trade division of the Specifications. Contractor's Application for Payment shall be filed on the current version of AIA Form G702 (Application and Certificate for Payment), as approved by the Owner. 9.3 APPLICATIONS FOR PAYMENT (a) At least ten (10) days before the date established for each progress payment, the Contractor shall submit to the Architect/Engineer an itemized Application for Payment for Work completed in accordance with the schedule of values. The Application shall be notarized, if required, and supported by data substantiating the Contractor's right to payment as the Owner or Architect/Engineer may require, including but not limited to copies of requisitions from Subcontractors and material suppliers, and reflecting the applicable retainage as required in the Contract Documents. Contractor's Application for Payment shall also provide other supporting documentation as the Owner or the other applicable provisions of the Contract Documents may require. (b) Applications for Payment may not include requests for payment of amounts the Contractor does not intend to pay to a Subcontractor because of a good faith dispute, unless the Contractor complies with Clause 5.3(b) (2) of these General Conditions and the Contractor's Payment Bond Surety consents in writing to payment to the Contractor of the funds deemed to be in dispute. (c) Unless otherwise provided in the Contract Documents, progress payments shall include payment for materials and equipment delivered and suitably stored at the Project site for subsequent incorporation into the Work within thirty (30) days after delivery to the Project site. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored away from the Project site at a location agreed upon in writing. Payment for costs incurred in storage of materials or equipment away from the Project site will NOT be made by Owner unless: (1) the Owner has given prior approval of such off -site storage in writing; (2) the materials or equipment are stored in a bonded warehouse located in Denton County and identified with the Project for which they are stored, as evidenced by warehouse receipts and appropriate documents of title; and (3) the materials or equipment stored off -site will be incorporated into the Work within thirty (30) days after delivery. STORAGE IN FACILITIES OF THE MANUFACTURER OR THE CONTRACTOR WILL NOT BE PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPROVAL OF SUCH STORAGE IN WRITING. (d) The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and equipment relating to the Work. 530 EXHIBIT 3 (e) All materials or equipment delivered to the Project site earlier than thirty (30) days prior to an approved schedule for delivery to the Project site shall be classified as an "early delivery." All early delivery materials or equipment must have the express written permission of the Owner to be stored on the Project site. If any unauthorized early delivery occurs, Contractor shall, at Contractor's expense or at the expense of the responsible Subcontractor or Supplier, cause such early delivery to be removed from the Project site and stored off -site until required at the Project site. All costs of labor, transportation and storage will be included as part of the expense. If the Contractor fails or refuses to remove unauthorized early delivery materials, the Owner may cause such materials to be removed at the Contractor's sole expense, and amounts may be withheld from the Contractor's Application for Payment to reimburse the Owner for any costs incurred in removing unauthorized early delivery materials. OWNER WILL NOT BE RESPONSIBLE FOR THE PROTECTION OF OR RISK OF LOSS ON ANY EARLY DELIVERY MATERIALS OR EQUIPMENT, NOR WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY MATERIALS OR EQUIPMENT. Any materials or equipment classified as early delivery will not be approved for payment as stored materials prior to thirty (30) days before the incorporation of the materials or equipment into the Work, unless storage and payment at an earlier date is expressly approved in writing by the Owner. (f) If the Contract Sum is equal to or less than $25,000.00 and performance and payment bonds are not furnished by the Contractor, no payment applied for will be payable under the Contract until the Work has been Finally Completed and accepted. 9.4 CERTIFICATES FOR PAYMENT (a) The Architect/Engineer will, within ten (10) days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect/Engineer determines is properly due, or notify the Contractor and Owner in writing of the Architect/Engineer's reasons for withholding certification in whole or in part as provided in (a) City of Denton General Conditions for Building Construction. (b) Subparagraph 9.5(a). The Certificate for Payment shall be issued on the current version of AIA Form G702 (Application and Certificate for Payment) as approved by the Owner. (c) The issuance of a Certificate for Payment will constitute a representation by the Architect/Engineer to the Owner, based on the Architect/Engineer's observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect/Engineer's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial and Final Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to Final Completion and to specific qualifications expressed by the Architect/Engineer. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified, subject to the Owner's approval. The issuance of a Certificate for Payment is not a representation that the Architect/Engineer has: (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences or procedures; 531 EXHIBIT 3 (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. (d) Whenever the Application for Payment for Work done since the last previous Application for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a percentage of the Application, less applicable retainage, to the Contractor within thirty (30) days following Owner's receipt and approval of the Certificate for Payment certified by the Architect/Engineer. The Application may include acceptable nonperishable materials delivered to the Work or stored as provided for in Paragraph 9.3(c) and the payment will be allowed on the net invoice value, less taxes and applicable retainage. (e) The City is required to withhold retainage for public works contracts in which the total contract price estimate at the time of execution is more than $400,000; however, this requirement is typically applied by the City for all public works contracts in excess of $50,000. The City may require varying percentage withholding amounts; however, the City typically requires five percent. For retainage percentages in excess of five percent, the City must deposit the retainage into an interest -bearing account and pay the interest earned to the contractor on completion of the contract. The retainage will be withheld by the Owner from each progress payment until final completion of the Work by the Contractor, approval of final completion by the Architect/Engineer, and final acceptance of the Work by the Owner. Unless otherwise required by state law, the retainage percentage as specified above is based upon the original Contract Sum, and will not be affected in the event the original Contract Sum is subsequently increased or decreased by Change Order. (f) No progress payments shall be made on contracts where performance and payment bonds are not required or furnished. In such instances, payment for the Work performed will be made upon final completion and acceptance by the Owner of all Work. 9.5 DECISIONS TO WITHHOLD CERTIFICATION (a) The Architect/Engineer or the Owner may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner's interest, if in the Architect/Engineer's or Owner's opinion the representations to the Owner required by Subparagraph 9.4(b) cannot be made. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner will notify the Contractor as provided in Subparagraph 9.4(a). If the Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to the Owner. The Architect/Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary, in the Architect/Engineer's or Owner's opinion, to protect the Owner from loss because of: (1) defective or nonconforming Work not remedied; (2) third party claims filed or reasonable evidence indicating probable filing of such claims; 532 EXHIBIT 3 (3) failure of the Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5) damage to the Owner or another contractor; (6) reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; (7) persistent failure to carry out the Work in accordance with the Contract Documents; or (8) mathematical or other errors that are discovered in the Application for Payment. (b) When each of the above reasons that existed for withholding certification are removed or remedied, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court. 9.6 PROGRESS PAYMENTS (a) After the Architect/Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect/Engineer. The Owner shall not be liable for interest on any late or delayed progress payment or final payment caused by any claim or dispute, any discrepancy in quantities, any failure to provide supporting documentation or other information required with the Application for Payment or as a precondition to payment under the Contract Documents, or due to any payment the Owner or the Architect/Engineer has a right to withhold or not certify under the Contract Documents. Notwithstanding the foregoing, the Owner may refuse to make payment on any Certificate for Payment (including, without limitation, the final Certificate for Payment) for any default under the Contract Documents, including but not limited to those defaults set forth in Subparagraph 9.5(a), Clauses (1) through (7). The Owner shall not be deemed in default by reason of withholding payment while any Contractor default remains uncured. (b)' The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of each Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractors portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in similar manner. (c) The Architect/Engineer will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken 533 EXHIBIT 3 thereon by the Architect/Engineer and the Owner on account of portions of the Work done by such Subcontractor. (d) Neither the Owner nor the Architect/Engineer shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. That obligation belongs to the Contractor or, in the event of the Contractor's failure to pay a Subcontractor, to the Surety on the Payment Bond as required under Paragraph 11.3. (e) Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6(b), (c), and (d). (f) A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not performed in accordance with the Contract Documents. 9.7 SUBSTANTIAL COMPLETION (a) The Date of Substantial Completion of the Work, or designated portion of the Work, is the date certified by the Architect/Engineer when construction is sufficiently completed in accordance with the City Of Denton General Conditions For Building Construction. (a) the Contract Documents such that the Owner may beneficially occupy and use the Work, or designated portions of the Work, for the purposes for which it is intended and only trivial and insignificant items remain which do not affect the Work as a whole. (b) When the Contractor considers that the Work, or the portion of the Work which the Owner agrees to accept separately, is Substantially Complete, the Contractor shall prepare and submit to the Architect/Engineer a comprehensive list of remaining items to be completed or corrected_ The Contractor shall proceed promptly to complete and correct items on the list (hereinafter called the "punch list"). Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the punch list, the Architect/Engineer will make an inspection to determine whether the Work, or designated portion of the Work, is Substantially Complete. Ifthe Architect/Engineer's inspection discloses any item, whether or not included on the punch list, which is not in accordance with the requirements of the Contract Documents and which renders the Work inspected not Substantially Complete the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct the item upon notification by the Architect/Engineer. The Contractor shall then submit a request for another inspection by the Architect/Engineer to determine Substantial Completion. When the Work or designated portion of the Work is Substantially Complete, the Architect/Engineer will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to'the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the punch list accompanying the Certificate. (c) The Certificate of Substantial Completion shall be submitted to the Owner and the Contractor for their written acceptance of responsibilities assigned to them in the Certificate. (d) Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by the Architect/Engineer, the Owner shall make payment, 534 EXHIBIT 3 reflecting adjustment in retainage, if any, for the Work, or portion of the Work, as provided in the Contract Documents. 9.8 PARTIAL OCCUPANCY OR USE (a) The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate Supplemental Agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.2(e) and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is Substantially Complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion Substantially Complete, the Contractor shall prepare and submit a list to the Architect/Engineer as provided under Subparagraph 9.7(b). Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the (a) progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect/Engineer. (b) Immediately prior to such partial occupancy or use, the Owner, Contractor, and Architect/Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of Work. (c) Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.9 FINAL COMPLETION AND FINAL PAYMENT (a) Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect/Engineer, accompanied by the Owner's representative, will promptly make final inspection and, when the Architect/Engineer finds the Work acceptable under the Contract Documents and the Contract Documents fully performed, the Architect/Engineer will promptly issue a final Certificate for Payment stating that to the best of the Architect/Engineer's knowledge, information and belief, and on the basis of the Architect/Engineer's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Certificate is due and payable. The Architect/Engineer's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Contractor's being entitled to final payment have been fulfilled. Owner will normally make final payment within thirty (30) days after Owner's receipt and approval of the final Certificate for Payment. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work, unless otherwise provided by separate agreement between the Owner and the Contractor. (b) Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect/Engineer: 535 EXHIBIT 3 (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner; (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) a consent of surety to final payment; and (5) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. (c) As a precondition to final payment by the Owner under this Contract, the Contractor's affidavit under Clause (b)(1) shall state that the Contractor has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to him for the Work under this Contract. In the event the Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Contractor shall state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to whom such payment is owed. IN ANY EVENT, THE CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. (d) If, after Substantial Completion of the Work, final completion of the Work is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion and the Architect/Engineer confirms the delay, the Owner shall, upon application by the Contractor and certification by the Architect/Engineer, 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 for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect/Engineer prior to certification of payment. Payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. (e) The acceptance by the Contractor of the final payment shall operate as and shall be a complete release of the Owner from all claims or liabilities under the Contract, for anything done or furnished or relating to the Work or the Project, or for any act or neglect of the Owner relating to or connected with the Work or the Project. ARTICLE 10 SAFETY, SECURITY AND UTILITY PROVISIONS; ENVIRONMENTAL COMPLIANCE 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract, and will comply with all applicable City, County, State and Federal health and safety regulations. 536 EXHIBIT 3 10.2 SAFETY OF PERSONS AND PROPERTY (a) The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Work and other persons who may be affected thereby; (2) the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub -subcontractors; and (3) other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. (b) The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. (c) The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. (d) When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. (e) USE OF EXPLOSIVES - CLAIMS AND TOTAL INDEMNIFICATION. The Owner shall have the right to pre -approve the use of any explosives on the Project; the Contractor shall not assume in its bid that permission to use explosives will be granted. The Owner shall NOT be liable for any claim for additional time or compensation as a result of the Owner's denial of permission to use explosives. Where use of explosives is permitted by the Owner, the Contractor EXPRESSLY AGREES TO BE SOLELY RESPONSIBLE for the determination as to whether explosives shall actually be used, and for any result from the use, handling or storage of explosives, and shall INDEMNIFY, DEFEND AND HOLD COMPLETELY HARMLESS the Owner, its officers, agents and employees, and the Architect/Engineer against any and all claims, lawsuits, judgments, costs or expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, as the result of the use, handling or storage of the explosives by the Contractor or any Subcontractor, REGARDLESS OF WHETHER SAID USE, HANDLING OR STORAGE WAS NEGLIGENT OR NOT, AND REGARDLESS OF WHETHER THE DAMAGE OR INJURY WAS CONTRIBUTED TO IN ANY WAY BY THE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES, OR THE ARCHITECT/ENGINEER AND ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES. In the event of conflict with any other indemnity paragraph in this Contract, this paragraph controls. This indemnity paragraph is intended solely for the benefit of the parties to this Contract and is not intended to create or grant any rights, contractual or otherwise, to or for any other person or entity. The Contractor shall furnish the Owner and the Architect/Engineer with evidence of insurance sufficient to cover possible damage or injury, 537 EXHIBIT 3 which insurance shall either include the Owner and the Architect/Engineer as additional insureds or be sufficiently broad in coverage as to fully protect the Owner and the Architect/Engineer_ All explosives shall be stored in a safe and secure manner, under the care of a competent watchman at all times, and all storage places shall be marked clearly "DANGEROUS -EXPLOSIVES." The method of storing and handling explosives and highly flammable materials shall conform to Federal and State laws, City of Denton ordinances, and the City of Denton Fire Department regulations. The Contractor shall notify any telecommunications and public utility company and any private property owners having structures in the proximity of Project Site of the Contractor's intention to use explosives, and such notice shall be given sufficiently in advance to enable the telecommunications and public utility companies and private property owners to take such steps as they may deem necessary to protect their property from injury. The notice shall not relieve the Contractor of any responsibility for damage resulting from any blasting operations. (f) The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Clauses 10.2(a)(2) and 10.2(a)(3) caused in whole or in part by the Contractor, a Subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Clauses 10.2(a)(2) and 10.2(a)(3), except damage or loss attributable to acts or omissions of the Owner or Architect/Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor or any of its Subcontractors. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 3.19. To the extent that any such damage or loss may be covered by property insurance or other insurance required by the Contract Documents, the Owner and the Contractor shall exercise their best efforts to make a claim and obtain recovery from the insurers to provide for the cost, in whole or in part, of the repair work or to provide for reimbursement for such damage or loss. (g) The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect/Engineer. (h) The Contractor shall not load or permit any part of the Work or the Project site to be loaded so as to endanger its safety. 10.3 EMERGENCIES In an emergency affecting safety, health, or security of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7. 10.4 PUBLIC CONVENIENCE AND SAFETY (a) The Contractor shall place materials stored about the Work and shall conduct the Work at all times in a manner that causes no greater obstruction to the public than is considered necessary by the Owner. Sidewalks or streets shall not be obstructed, except by special permission of the Owner. The materials excavated and the construction materials or plant used in the performance of the Work shall be placed in a manner that does not endanger the Work or 538 EXHIBIT 3 prevent free access to all fire hydrants, water mains and appurtenances, water valves, gas valves, manholes for the telephone, telegraph signal or electric conduits, wastewater mains and appurtenances, and fire alarm or police call boxes in the vicinity. (b) The Owner reserves the right to remedy any neglect on the part of the Contractor in regard to public convenience and safety which may come to the Owner's attention, after twenty-four (24) hours notice in writing to the Contractor. In case of an emergency, the Owner shall have the right to immediately remedy any neglect without notice. In either case, the cost of any work done by the Owner to remedy the Contractor's neglect shall be deducted from the Contract Sum. The Contractor shall notify the City Traffic Control Department when any street is to be closed or obstructed. The notice shall, in the case of major thoroughfares or street upon which transit lines operate, be forty-eight (48) hours in advance. The Owner reserves the right to postpone or prohibit any closure or obstruction of any streets or thoroughfares to the extent necessary for the safety and benefit of the traveling public. The Contractor shall, when directed by the Architect/Engineer or the Owner, keep any street or streets in condition for unobstructed use by City departments. When the Contractor is required to construct temporary bridges or make other arrangements for crossing over ditches or around structures, the Contractor's responsibility for accidents shall include the roadway approaches as well as the crossing structures. 10.5 BARRICADES, LIGHTS AND WATCHMEN If the Work is carried on or adjacent to any street, alley or public place, the Contractor shall, at the Contractor's own cost and expense, furnish, erect and maintain sufficient barricades, fences, lights and danger signals, shall provide sufficient watchmen, and shall take such other precautionary measures as are necessary for the protection of persons or property and of the Work. All barricades shall be painted in a color that will be visible at night, shall indicate in bold letters thereon the Contractor's name and shall be illuminated by lights from sunset to sunrise. The term "lights," as used in this Paragraph, shall mean flares, flashers, or other illuminated devices. A sufficient number of barricades with adequate markings and directional devices shall also be erected to keep vehicles from being driven on or into any Work under construction. The Contractor will be held responsible for all damage to the Work due to failure of barricades, signs, lights and watchmen to protect the Work. Whenever evidence is found of such damage, the Architect/Engineer may order the damaged portion immediately removed and replaced by the Contractor at Contractor's cost and expense. The Contractor's responsibility for maintenance of barricades, signs, and lights, and for providing watchmen, shall not cease until the Project has been finally accepted by the Owner. 10.6 PUBLIC UTILITIES AND OTHER PROPERTIES TO BE CHANGED In case it is necessary to change or move the property of the Owner or of any telecommunications or public utility, such property shall not be removed or interfered with until ordered to do so by the Architect/Engineer. The right is reserved to the owner of any public or private utilities to enter upon the Project site for the purpose of making such changes or repairs of their property that may become necessary during the performance of the Work. The Owner reserves the right of entry upon the Project site for any purpose, including repairing or relaying sewer and water lines and appurtenances, repairing structures, and for making other repairs, changes, or extensions to any of the Owner's property. The Owner's actions shall conform to the Contractor's current and approved schedule for the performance of the Work, provided that proper notification of schedule requirements has been given to the Owner by the Contractor. 539 EXHIBIT 3 10.7 TEMPORARY STORM SEWER AND DRAIN CONNECTIONS When existing storm sewers or drains have to be taken up or removed, the Contractor shall at his own expense provide and maintain temporary outlets and connections for all public and private storm sewers and drains. The Contractor shall also take care of all storm sewage and drainage which will be received from these storm drains and sewers; for this purpose, the Contractor shall provide and maintain, at the Contractor's own expense, adequate pumping facilities and temporary outlets or diversions. The Contractor shall, at the Contractor's own expense, construct such troughs, pipes, or other structures necessary and shall be prepared at all times to dispose of storm drainage and sewage received from these temporary connections until such time as the permanent connections are built and in service. The existing storm sewers and connections shall be kept in service and maintained under the Contract, except where specified or ordered to be abandoned by the Architect/Engineer. All storm water and sewage shall be disposed of in a satisfactory manner so that no nuisance is created and that the Work under construction will be adequately protected. 10.8 ARRANGEMENT AND CHARGE FOR WATER FURNISHED BY THE OWNER; ELECTRICITY FOR THE PROJECT (a) When the Contractor desires to use the Owner's water in connection with the Work, the Contractor shall make complete and satisfactory arrangements with the Denton Water Utilities Department and shall be responsible for the cost of the water the Contractor uses. Where meters are used, the charge will be at the regular established rate; where no meters are used, the charge will be as prescribed by City ordinance, or where no ordinance applies, payment shall be based on estimates made by the Denton Water Utilities Department. (b) The Contractor shall make complete and satisfactory arrangements for electricity and metered electrical connections with the Owner or with Denton Municipal Electric in the event that separately metered electrical connections are required for the Project. The Contractor shall pay for all electricity used in the performance of the Work through separate metered electrical connections obtained by the Contractor through the City of Denton. 10.9 USE OF FIRE HYDRANTS The Contractor, Subcontractors, and any other person working on the Project shall not open, turn off, interfere with, attach any pipe or hose to, or connect anything with any fire hydrant, stop valve, or stop cock, or tap any water main belonging to the Owner, unless duly authorized to do so by the Denton Water Utilities Department in accordance with the Denton City Code. 10.10 ENVIRONMENTAL COMPLIANCE (a) The Contractor and its Subcontractors are deemed to have made themselves familiar with and at all times shall comply with all applicable federal, state or local laws, rules, regulations, ordinances, and rules of common law now in effect (including any amendments now in effect), relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. §§ 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. §§ 1801, et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.A. §§ 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C.A §§ 1201, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601, et seq.; the Clean Air Act, 42 U.S.C.A. §§ 7401, et seq.; the Safe Drinking Water Act, 42 540 EXHIBIT 3 U.S.C.A. §§ 3808, et seq., and any current judicial or administrative interpretation of these laws, rules, regulations, ordinances, or rules of common law, including but not limited to any judicial or administrative order, consent decree, or judgment affecting the Project. (b) In the event the Contractor encounters on the site materials reasonably believed to be a Hazardous Substance that have not been rendered harmless, and removal of such materials is not a part of the scope of Work required under the Contract Documents, the Contractor shall immediately stop Work in the affected area and report in writing the facts of such encounter to the Architect/Engineer and the Owner. Work in the affected area shall not thereafter be resumed except by written order of the Owner unless and until the material is determined not to be a Hazardous Substance or the Hazardous Substance is remediated. The Owner may choose to remediate the Hazardous Substance with a separate contractor or through a Change Order with the Contractor. If the Owner determines that the Hazardous Substance exists in the affected area due to the fault or negligence of the Contractor or any of its Subcontractors, the Contractor shall be responsible for remediating the condition at the sole expense of the Contractor in accordance with the Contractor's APPROVED Spill Remediation Plan. An extension of the Contract Time for any delay in the progress schedule caused as a result of the discovery and remediation of a Hazardous Substance may be granted by the Owner only if all remaining Work on the Project must be suspended and the delay cannot be made up elsewhere in the progress schedule. Any request for an extension of the Contract Time related to the discovery and remediation of a Hazardous Substance is subject to the provisions of Paragraph 4.3 and Article 8. (c) The Contractor shall be responsible for identification, abatement, cleanup, control, removal, remediation, and disposal of any Hazardous Substance brought into or upon the site by the Contractor or any Subcontractor or Supplier. The Contractor shall obtain any and all permits necessary for the legal and proper handling, transportation, and disposal of the Hazardous Substance and shall, prior to undertaking any abatement, cleanup, control, removal, remediation, and disposal, notify the Owner and the Architect/Engineer so that they may observe the activities; provided, however, that it shall be the Contractor's sole responsibility to comply with all applicable laws, rules, regulations, or ordinances governing the activities- (d) Spill Prevention Plan. At least seventy-two (72) hours prior to commencing performance of any of the Work at the Project site, the Contractor shall submit to the Owner for review and approval a Spill Prevention and Response Plan (SPRP) meeting the requirements of federal and state law, rules, and regulations. The SPRP shall be specially designed for the Contractor's planned work methods and procedures. The SPRP shall be designed to complement all applicable safety standards, fire prevention regulations, and pollution prevention policies and procedures. The SPRP shall include estimates of the quantity and rate of flow should equipment fail, and detail containment or diversionary structures to prevent spills from leaving the site or migrating into adjacent properties or navigable waters. The SPRP shall include methods of recovery of spilled materials and all applicable twenty-four (24) hour emergency phone numbers, including without limitation that of the Owner's Project Manager or other designated representative. The Contractor shall not commence any field work prior to approval of such plan by the Owner. The following additional rules shall apply with respect to spills caused by the Contractor or a Subcontractor: (1) The Contractor shall immediately report any spill or release at the Project site, whether or not it is associated with this Contract, to the Owner's Project Manager or other designated representative. Thereafter, within two (2) working days after the occurrence of 541 EXHIBIT 3 such event, the Contractor shall submit a written report describing such event in a degree of detail reasonably acceptable to the Owner. (2) The Contractor shall immediately respond in accordance with the SPRP in the event of a spill. (3) The Contractor shall dispose of spilled materials in accordance with EPA and Texas Commission on Environmental Quality (TCEQ) regulations and any other applicable federal, state, or local laws, rules, or regulations. In connection with such disposals, the Contractor shall use only those transporters and disposal facilities that are approved in advance in writing by the Owner. A copy of all transport manifests for the spilled materials shall be obtained and retained in the Contractor's records for reference purposes, to be provided upon request of the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. ALL COSTS OF COLLECTION, CONTAINMENT, AND DISPOSAL OF SPILLED MATERIALS SHALL BE THE SOLE RESPONSIBILITY OF THE CONTRACTOR. (4) For purposes of this Subparagraph (e), the term "spill" includes any kind of environmental discharge or release. (e) Clean Air Management Plan. The Contractor shall comply with the Clean Air Management Plan submitted to and approved by the Owner during the contractor selection process. The Owner reserves the right, at the Contractor's sole expense, to require the removal or retrofitting of any equipment used in the course of construction that does not comply with the Plan submitted to and approved by the Owner. (f) The Contractor shall deposit surplus or waste excavation or other materials removed as part of the Work at a legal disposal site in accordance with all applicable state, federal, and local laws, rules, regulations, and ordinances. The Contractor shall submit to the Owner for review and approval all planned disposal sites or proposed uses for the surplus or waste excavation or other materials prior to removal of any excavation or other material from the Project site. A copy of all transport manifests for surplus or waste excavation or other materials shall be obtained and retained in the Contractor's records for reference purposes, to be provided upon request to the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. (g) The Contractor is responsible for obtaining all TXPDES Storm Water Permits from TCEQ for construction of the Project under regulations contained in 40 CFR Part 122, as amended, pursuant to the Clean Water Act, 33 U.S.C.A. §§1251 et seq. These regulations require the filing of a notice of intent to obtain and abide by the general storm water permit for construction activities promulgated by EPA, including but not limited to cleaning, grading, and excavation that disturb the applicable amount of total land area. In addition, the Contractor shall comply with all regulations of the Owner relating to storm water and storm water runoff management at the Project site pursuant to Chapter 19, Article IX, Denton City Code, as amended. (h) The Contractor shall not install any materials in the performance of the Work that contain asbestos or asbestos -related material such as hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non -friable. 542 EXHIBIT 3 (i) The Owner reserves the right in its sole option to exercise the following remedies (without waiving the right to pursue the, imposition of any civil or criminal fines or penalties that may be imposed under state, federal, or local Iaws or ordinances), at no additional cost to the Owner and without an extension of the Contract Time, in the event the Contractor fails or refuses after seven (7) days advance written notice from the Owner to comply with the provisions of this Paragraph 10.10, the terms of the SPRP, the terms of the Clean Air Management Plan, any storm water permit or other environmental permit issued in connection with the Work, or any applicable environmental law, rule, regulation, or ordinance: (1) suspend all or any portion of the Work until the noncompliance is corrected, or until a detailed plan to achieve compliance within a reasonably prompt period of time is prepared by the Contractor and approved by the Owner; (2) if the Contractor fails to properly address the noncompliance within the time stipulated by the Owner, perform the necessary remediation or correction work and backcharge the Contractor for the cost of the remediation or correction; or (3) terminate the Contract for cause as provided in Article 13. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.2 PROPERTY INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.3 `UMBRELLA' LIABILITY INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.4 POLICY ENDORSEMENTS AND SPECIAL CONDITIONS Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.6 PERFORMANCE AND PAYMENT BONDS (a) Subject to the provisions of Subparagraph 11.3(b), the Contractor shall, with the execution and delivery of the Construction Services Agreement, furnish and file with the Owner in the amounts required in this Paragraph, the surety bonds described in Clauses (a)(1) and (a)(2) below, which surety bonds shall be in accordance with the Charter of the City of Denton and the provisions of Chapter 2253, Texas Government Code, as amended; each bond shall be signed by the Contractor, as Principal, and by an established bonding company, as surety, meeting the requirements of Subparagraph 11.3(c) and approved by the Owner. The surety bonds shall be accompanied by an appropriate Power -of -Attorney clearly establishing the extent and limitations of the authority of each signer to so sign: 543 EXHIBIT 3 (1) Performance Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and faithful execution of the Work and performance of the Contract in accordance with Plans, Specifications and all other Contract Documents, including any Amendments thereof, for the protection of the Owner. This bond shall also provide for the repair and maintenance of all defects due to faulty materials and workmanship that appear within a period of two (2) year from the date of final completion and acceptance of the improvements by the Owner or lesser or longer periods as may be otherwise designated in the Contract Documents. (2) Payment Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and prompt payment of all claimants supplying labor or materials in the prosecution of the Work provided for in the Contract Documents and any Amendments thereto, and for the use and protection of each claimant. (b) If the Contract Sum, including Owner -accepted alternates and allowances, if any, is greater than $100,000, Performance in 100% of the Contract Sum are mandatory and shall be provided by the Contractor. If the Contract Sum is greater than $50,000 but less than or equal to $100,000, only a Payment Bond in 100% of the Contract amount is mandatory; provided, however, that the Contractor may elect to furnish a Performance Bond in the same amount if the Contractor so chooses. If the Contract Sum is less than or equal to 525,000, the Contractor may elect not to provide Performance and Payment Bonds; provided that in such event, no money will be paid to the Contractor until final completion and acceptance of all work by Owner. If the Contractor elects to provide Performance and Payment Bonds 100% of the total Contract Sum, progress payments in accordance with these General Conditions shall be disbursed. (c) No surety will be accepted by the Owner who is now in default or delinquent on any bonds or who is a party to any litigation against the Owner. All bonds shall be made and executed on the Owner's standard forms, shall be approved by the Owner, and shall be executed by not less than one corporate surety that is authorized and admitted to do business in the State of Texas, is licensed by the State of Texas to issue surety bonds, is listed in the most current United States Department of the Treasury List of Acceptable Sureties, and is otherwise acceptable to the Owner. Each bond shall be executed by the Contractor and the surety, and shall specify that legal venue for enforcement of each bond shall lie exclusively in Denton County, Texas. Each surety shall designate an agent resident in Denton County, Texas to whom any requisite statutory notices may be delivered and on whom service of process may be had in matters arising out of the suretyship. (d) The person or persons, partnership, company, firm, Limited Liability Company, association, corporation, or other business entity to whom the Contract is awarded shall, within ten (10) days after such award, sign the required Contract with the Owner and provide the necessary surety bonds and evidence of insurance as required under the Contract Documents. No Contract shall be binding on the Owner until it has been approved as to form by the City Attorney, executed for the Owner by the City Manager, the performance and payment bonds and evidence of insurance have been furnished as required by the Contract Documents, and the fully executed contract has been delivered to the Contractor. (e) The failure of the Contractor to execute the Contract or deliver the required statutory bonds and evidence of insurance within ten (10) days after the Contract is awarded or as soon thereafter as the Owner can assemble and deliver the Contract shall constitute a material breach of the Contractor's bid proposal and the Owner may rescind the Contract award and collect or retain 544 EXHIBIT 3 the proceeds of the bid security. By reason of the uncertainty of the market prices or materials and labor, and it being impracticable and difficult to determine accurately the amount of damages occurring to the Owner by reason of the Contractor's failure to execute and furnish the statutory bonds and to sign the Contract within ten (10) days, the filing of a bid proposal with the accompanying bid security will be considered as an acceptance of this Subparagraph 11.3(e). In the event the Owner should re -advertise for bids, the defaulting Contractor shall not be eligible to bid, and the lowest responsible bid obtained in the re -advertisement shall be the bid referred to in this Paragraph. ARTICLE 12 DEFECTIVE AND NONCONFORMING WORK 12.1 UNCOVERING OF WORK (a) If a portion of the Work is covered contrary to the Architect/Engineer's request or to requirements specifically expressed in the Contract Documents, the Work must, if required in writing by the Architect/Engineer, be uncovered for the Architect/Engineer's observation and be replaced at the Contractor's expense without change in the Contract Time. (b) If a portion of the Work has been covered which the Architect/Engineer has not specifically requested to observe prior to it being covered, the Architect/Engineer may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be charged to the Owner. If any Work is not in accordance with the Contract Documents, the Contractor shall pay the costs of uncovering, repair, replacement unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK (a) The Contractor shall promptly correct Work rejected by the Architect/Engineer as failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect/Engineer's services and expenses made necessary thereby. (b) If any of the Work is found to be defective or nonconforming with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Architect/Engineer or the Owner to do so unless the Owner has previously given the Contractor a written acceptance or waiver of the defect or nonconformity. The Contractor's obligation to correct defective or nonconforming Work remains in effect for: (1) one year after the date of Substantial Completion of the Work or designated portion of the Work; (2) one year after the date for commencement of warranties established by agreement in connection with partial occupancy under Subparagraph 9.8(a); or (3) the stipulated duration of any applicable special warranty required by the Contract Documents. 545 EXHIBIT 3 (c) The one-year period described in Clauses (b)(1) and (b)(2) shall be extended with respect to portions of the Work performed, repaired, or corrected after Substantial Completion by the period of time between Substantial Completion and the actual completion of the Work. (d) The obligations of the Contractor under this Paragraph 12.2 shall survive final acceptance of the Work and termination of this Contract. The Owner shall give notice to the Contractor promptly after discovery of a defective or nonconforming condition in the Work. The one-year period stated in Clauses (b)(l) and (b)(2) does not limit the ability of the Owner to require the Contractor to correct latent defects or nonconformities in the Work, which defects or nonconformities could not have been discovered through reasonable diligence by the Owner or the Architect/Engineer at the time the Work was performed or at the time of inspection for certification of Substantial Completion or Final Completion. The one year period also does not relieve the Contractor from liability for any defects or deficiencies in the Work that may be discovered after the expiration of the one year correction period. (e) The Contractor shall remove from the Project site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. (f) If the Contractor fails to correct defective or nonconforming Work within a reasonable time after notice from the Owner or the Architect/Engineer, the Owner may correct it in accordance with Paragraph 2.4. If the Contractor does not proceed with correction of defective or nonconforming Work within a reasonable time fixed by written notice from the Architect/Engineer, the Owner may remove or replace the defective or nonconforming Work and store the salvageable materials or equipment at the Contractor's expense. If the Contractor does not pay costs of removal and storage within ten days after written notice, the Owner may, upon ten (10) additional days written notice, sell the materials and equipment at auction or at private sale and shall account for the proceeds after deducting costs and damages that should have been borne by the Contractor, including compensation for the Architect/Engineer's services and expenses made necessary as a result of the sale. If the proceeds of sale do not cover costs which the Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments due to the Contractor then or thereafter are not sufficient to cover the deficiency, the Contractor shall pay the difference to the Owner. (g) The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether the construction is completed or partially completed, that is caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. (h) Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the one-year time period as described in Subparagraph 12.2(b) relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 546 EXHIBIT 3 (i) Any Work repaired or replaced pursuant to this Article 12 shall be subject to the provisions of Article 12 to the same extent as Work originally performed or installed. 12.3 ACCEPTANCE OF NONCONFORMING WORK The Owner may, in the Owner's sole discretion, accept Work which is not in accordance with the requirements of the Contract Documents instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. The adjustment will be accomplished whether or not final payment has been made. ARTICLE 13 COMPLETION OF THE CONTRACT; TERMINATION; TEMPORARY SUSPENSION 13.1 FINAL COMPLETION OF CONTRACT The Contract will be considered completed, except as provided in any warranty or maintenance stipulations, bond, or by law, when all the Work has been finally completed, the final inspection is made by the Architect/Engineer, and final acceptance and final payment is made by the Owner. 13.2 WARRANTY FULFILLMENT Prior to the expiration of the specified warranty period provided for in the Contract Documents, the Architect/Engineer will make a detailed inspection of the Work and will advise the Contractor and the Contractor's Surety of the items that require correction. The Architect/Engineer will make a subsequent inspection and if the corrections have been properly performed, the Architect/Engineer will issue a letter of release on the maintenance stipulations to the Contractor and the Surety. If for any reason the Contractor has not made the required corrections before the expiration of the warranty period, the warranty provisions as provided for in the Contract Documents shall remain in effect until the corrections have been properly performed and a letter of release issued. 13.3 TERMINATION BY THE OWNER FOR CAUSE (a) Notwithstanding any other provision of these General Conditions, the Work or any portion of the Work may be terminated immediately by the Owner for any good cause after giving seven (7) days advance written notice and opportunity to cure to the Contractor, including but not limited to the following causes: (1) Failure or refusal of the Contractor to start the Work within ten (14) days after the date of written notice by the Owner to commence the Work. (2) A reasonable belief that the progress of the Work being made by the Contractor is insufficient to complete the Work within the specified time. (3) Failure or refusal of the Contractor to provide sufficient and proper equipment or construction forces to properly execute the Work in a timely manner. (4) A reasonable belief that the Contractor has abandoned the Work. (5) A reasonable belief that the Contractor has become insolvent, bankrupt, or otherwise financially unable to carry on the Work. 547 EXHIBIT 3 (b) Failure or refusal on the part of the Contractor to observe any requirements of the Contract Documents or to comply with any written orders given by the Architect/Engineer or the Owner as provided for in the Contract Documents. (7) Failure or refusal of the Contractor to promptly make good any defects in materials or workmanship, or any defects of any nature, the correction of which has been directed in writing by the Architect/Engineer. (8) A reasonable belief by the Owner that collusion exists or has occurred for the purpose of illegally procuring the Contract or a Subcontractor, or that a fraud is being perpetrated on the Owner in connection with the construction of Work under the Contract. (9) Repeated and flagrant violation of safe working procedures. (10) The filing by the Contractor of litigation against the Owner prior to completion of the Work. (b) When the Work or any portion of the Work is terminated for any of the causes itemized above or for any other cause except termination for convenience pursuant to Subparagraph 13.3(e), the Contractor shall, as of the date specified by the Owner, discontinue the Work or portion of the Work as the Owner shall designate, whereupon the surety shall, within twenty (20) days after the written notice of termination for cause has been served upon the Contractor and the surety or its authorized agents, assume the obligations of the Contractor for the Work or that portion of the Work which the Owner has ordered the Contractor to discontinue and may: (t) perform the Work with forces employed by the surety; (2) with the written consent of the Owner, tender a replacement contractor to take over and perform the Work, in which event the surety shall be responsible for and pay the amount of any costs required to be incurred for the completion of the Work that are in excess of the amount of funds remaining under the Contract as of the time of the termination; or (3) with the written consent of the Owner, tender and pay to the Owner in settlement the amount of money necessary to finish the balance of uncompleted Work under the Contract, correct existing defective or nonconforming Work, and compensate the Owner for any other loss sustained as a result of Contractor's default. In the event of termination for cause involving Clause (b)(1) or (b)(2), the Surety shall assume the Contractor's place in all respects, and the amount of funds remaining unpaid under the Contract shall be paid by the Owner for all Work performed by the surety or the replacement contractor in accordance with the terms of the Contract Documents, subject to any rights of the Owner to deduct any costs, damages, or liquidated or actual damages that the Owner may have incurred, including but not limited to additional fees and expenses of the ArchitectlEngineer and attorneys fees, as a result of such termination. (c) The balance of the Contract Sum remaining at the time of the Contractor's default and of the termination shall become due and payable to the surety as the Work progresses, subject to all of the terms, covenants, and conditions of the Contract Documents. If the surety does not, within the time specified in Subparagraph 13.3(b), exercise its obligation to assume the obligations of the Contract, or that portion of the Contract which the Owner has ordered the 548 EXHIBIT 3 Contractor to discontinue, then the Owner shall have the power to complete the Work by contract or otherwise, as it may deem necessary. The Contractor agrees that the Owner shall have the right to take possession of or use any or all of the materials, plant, tools, equipment, supplies, and property of every kind provided by the Contractor for the purpose of the Work, and to procure other tools, equipment, labor, and materials for the completion of the Work, and to charge to the account of the Contractor the expenses of completion and labor, materials, tools, equipment, and incidental expenses. The expenses incurred by the Owner to complete the Work shall be deducted by the Owner out of the balance of the Contract Sum remaining unpaid to or unearned by the Contractor. The Contractor and the surety shall be liable to the Owner for any costs incurred in excess of the balance of the Contract Sum for the completion and correction of the Work, and for any other costs, damages, expenses (including but not limited to additional fees of the Architect/Engineer and attorney's fees), and liquidated or actual damages incurred as a result of the termination. (d) The Owner shall not be required to obtain the lowest bid for the Work of completing the Contract as described in Subparagraph 13.3(c), but the expenses to be deducted from the Contract Sum shall be the actual cost of such Work. In case the Owner's expense is less than the sum which would have been payable under the Contract, if the same had been completed by the Contractor, then the Owner may pay to the Contractor (or the Surety, in the event of a complete termination for cause) the difference in the cost, provided that the Contractor (or the Surety) shall not be entitled to any claim for damages or for loss of anticipated profits. In case such expenses for completion shall exceed the amount which would have been payable under the Contract if the same had been completed by the Contractor, then the Contractor and his Sureties shall pay the amount of the excess to the Owner on notice from the Owner for excess due. When only a particular part of the Work is being carried on by the Owner by contract or otherwise under the provisions of this Subparagraph, the Contractor shall continue the remainder of the Work in conformity with the terms of the Contract, and in such manner as not to hinder or interfere with the performance of workmen employed and provided by the Owner. (e) The right to terminate this Contract for the convenience of the Owner (including but not limited to nonappropriation of funding) is expressly retained by the Owner. In the event of termination for convenience, the Owner shall deliver at least ten (10) days advance written notice of termination for convenience to the Contractor. Upon the Contractor's receipt of such written notice, the Contractor shall cease the performance of the Work and shall take reasonable and appropriate action to secure and protect the Work in place. The Contractor shall then be reimbursed by the Owner in accordance with the terms and provisions of the Contract Documents, not to exceed actual labor costs incurred, materials stored at the Project site or away from the Project site as approved by the Owner but not yet paid for, plus actual, reasonable, and documented termination charges, if any, paid by the Contractor in connection with the Work in place which is completed and in conformance with the Contract Documents to the date of termination for convenience. No amount shall ever be due to the Contractor for lost or anticipated profits. 13.4 TEMPORARY SUSPENSION OF THE WORK (a) The Work or any portion of the Work may be temporarily suspended by the Owner immediately upon written notice to the Contractor for any reason, including but not limited to: (1) the causes described in Clauses 13.1(a)(1) through (a)(10) above; 549 EXHIBIT 3 (2) where other provisions in the Contract Documents require or permit temporary suspension of the Work; (3) situations where the Work is threatened by, contributes to, or causes an immediate threat to public health, safety, or security; or (4) other unforeseen conditions or circumstances. (b) The Contractor shall immediately resume the temporarily suspended Work when ordered in writing by the Owner to do so. The Owner shall not under any circumstances be liable for any claim of the Contractor arising from a temporary suspension due to a cause described in Clause (a)(1) above; provided, however, that in the case of a temporary suspension for any of the reasons described under Clauses (a)(2) through (a)(4), where the Contractor is not a contributing cause of the suspension under one of those Clauses or where the provision of the Contract Documents in question specifically provides that the suspension is at no cost to the Owner, the Owner will make an equitable adjustment for the following items, provided that a claim is properly made by the Contractor under Subparagraph 4.3 of these General Conditions: (1) an equitable extension of the Contract Time, not to exceed the actual delay caused by the temporary suspension as determined by the Architect/Engineer and the Owner; (2) an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable costs of properly protecting any Work that is finished or partially finished during the period of the temporary suspension (no profit and overhead shall be allowed on top of these costs); and (3) if it becomes necessary to move equipment from the Project site and then return it to the Project site when the Work is ordered to be resumed, an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable cost of these moves; provided, however, that no adjustment shall be due if the equipment is moved to another Project site of the Owner. ARTICLE 14 MISCELLANEOUS PROVISIONS 14.1 GOVERNING LAW; COMPLIANCE WITH LAWS AND REGULATIONS (a) This Contract shall be governed by the laws and case decisions of the State of Texas, without regard to conflict of law or choice of law principles of Texas or of any other state. (b) This Contract is entered into subject to and controlled by the Charter and ordinances of the City of Denton and all applicable laws, rules, and regulations of the State of Texas and the Government of the United States of America. The Contractor shall, during the performance of the Work, comply with all applicable City codes and ordinances, as amended, and all applicable State and Federal laws, rules and regulations, as amended. 550 EXHIBIT 3 14.2 SUCCESSORS AND ASSIGNS The Owner and the Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the promises, covenants, terms, conditions, and obligations contained in the Contract Documents. The Contractor shall not assign, transfer, or convey its interest or rights in the Contract, in part or as a whole, without written consent of the Owner. If the Contractor attempts to make an assignment, transfer, or conveyance without the Owner's written consent, the Contractor shall nevertheless remain legally responsible for all obligations under the Contract Documents. The Owner shall not assign any portion of the Contract Sum due or to become due under this Contract without the written consent of the Contractor, except where assignment is compelled or allowed by court order, the terms of the Contract Documents, or other operation of law. 14.3 WRITTEN NOTICE Except as otherwise provided in Article 16, any notice, payment, statement, or demand required or permitted to be given under this Contract by either party to the other may be effected by personal delivery in writing or by mail, postage prepaid to the Project Manager or Superintendent of either party, or to an officer, partner, or other designated representative of either party. Mailed notices shall be addressed to the parties at an address designated by each party, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing. 14.4 RIGHTS AND REMEDIES; NO WAIVER OF RIGHTS BY OWNER (a) The duties and obligations imposed on the Contractor by the Contract Documents and the rights and remedies available to the Owner under the Contract Documents shall be in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or made available by law. (b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the Owner under the Contract Documents, nor shall any action or failure to act by the Owner constitute approval of or acquiescence in a breach of the Contract by Contractor, except as may be specifically agreed in writing by Change Order or Supplemental Agreement. 14.5 INTEREST The Owner shall not be liable for interest on any progress or final payment to be made under the Contract Documents, except as may be provided by the applicable provisions of the Prompt Payment Act, Chapter 2251, Texas Government Code, as amended, subject to Paragraph 9.6(a) of these General Conditions. 14.6 OFFICERS OR EMPLOYEES OF THE OWNER NOT TO HAVE FINANCIAL INTEREST IN ANY CONTRACT OF THE OWNER No officer or employee of the Owner shall have a financial interest, direct or indirect, in any Contract with the Owner, or be financially interested, directly or indirectly, in the sale to the Owner of any land, materials, supplies or services, except on behalf of the Owner as an officer or employee. Any violation of this article shall constitute malfeasance in office, and any officer or employee of Owner guilty thereof shall thereby forfeit his office or position. Any violation of this section, with the knowledge, express or implied, of the person, persons, partnership, company, firm, 551 EXHIBIT 3 association or corporation contracting with the Owner shall render the Contract involved voidable by the Owner's City Manager or City Council. 14.7 VENUE This Contract is deemed to be performed in Denton County, Texas, and if legal action is necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas. 14.8 INDEPENDENT CONTRACTOR In performing the Work under this Contract, the relationship between the Owner and the Contractor is that of an independent contractor. The Contractor shall exercise independent judgment in performing the Work and is solely responsible for setting working hours, scheduling or prioritizing the Work flow and determining the means and methods of performing the Work, subject only to the requirements of the Contract Documents. No term or provision of this Contract shall be construed as making the Contractor an agent, servant, or employee of the Owner, or making the Contractor or any of the Contractor's employees, agents, or servants eligible for the fringe benefits, such as retirement, insurance and worker's compensation, which the Owner provides to its employees. 14.9 NONDISCRIMINATION As a condition of this Contract, the Contractor covenants that he will take all necessary actions to insure that, in connection with any work under this Contract, the Contractor and its Subcontractors will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements. The Contractor shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §§12101-12213, as amended. In this regard, the Contractor shall keep, retain and safeguard all records relating to his Contract or Work performed thereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized representatives of the Owner, upon request, for purposes of evaluating compliance with this and other provisions of the Contract. 14.10 GIFTS TO PUBLIC SERVANTS (a) The Owner may terminate this Contract immediately if the Contractor has offered, conferred, or agreed to confer any benefit on a City of Denton employee or official that the City of Denton employee or official is prohibited by law from accepting. (b) For purposes of this Article, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. (c) Notwithstanding any other legal remedies, the Owner may require the Contractor to remove any employee of the Contractor from the Project who has violated the restrictions of this Article or any similar State or Federal law, and obtain reimbursement for any expenditures made to the Contractor as a result of the improper offer, agreement to confer, or conferring of a benefit to a City of Denton employee or official. 552 EXHIBIT 3 ARTICLE 15 RIGHT TO AUDIT CONTRACTOR'S RECORDS By execution of the Building Construction Services Agreement, the Contractor grants the Owner the right to audit, at the Owner's election, all of the Contractor's records and billings relating to the performance of the Work under the Contract Documents. The Contractor agrees to retain its Project records for a minimum of five (5) years following completion of the Work. The Owner agrees that it will exercise the right to audit only at reasonable hours. City may review any and all of the services performed by Contractor under this Contract. Any payment, settlement, satisfaction, or release made or provided during the course of performance of this Contract shall be subject to City's rights as may be disclosed by an audit under this section. ARTICLE 16 NOTICE OF CONTRACT CLAIM This Contract is subject to the provisions of the Denton City Code, as amended, relating to requirements for filing a notice of a breach of contract claim against City. Contractor shall comply with the requirements of this ordinance as a precondition of any litigation relating to this Contract, in addition to all other requirements in this Contract related to claims and notice of claims. Should a conflict arise between the PO RFP document, supplier terms drawings, specifications construction document or contract; the terms and conditions set forth in the City of Denton General Conditions and the negotiated contract shall prevail. 553 EXHIBIT 3 Exhibit E City of Denton Special Terms and Conditions 554 EXHIBIT 3 ADDITIONAL TERMS AND CONDITIONS Contract Term It is the intention of the City of Denton to award a contract for construction of the project as described in the drawings and specifications. Materials and services undertaken pursuant to this RFP will be required to commence within fourteen (14) days of delivery of a Notice to Proceed. The services shall be accomplished per the Scope of Work as identified in Section III, the Procurement Process and Procedures as outlined in Section II, and shall conform to the requirements contained in the Technical Specification in Exhibit 2, and Technical Drawings in Exhibit 3. The Contract shall commence upon the issuance of a Notice to Proceed by the City of Denton and shall automatically expire upon completion of the work and acceptance by the City of Denton. Pricing Only firm, lump sum pricing with no escalation will be accepted for this project. Price Adjustments Price adjustments will not be allowed for this project unless a change in scope is approved that increases or decreases the amount of work required. Requests or proposals for changes in scope must be submitted in writing with documentation that provides justification for the change and supporting evidence that describes the basis for the cost change. Upon receipt of such request, the City of Denton reserves the right to either: accept the proposed change as competitive with the general market price at the time and issue appropriate authorizations or reject the increases within 30 calendar days after receipt of a properly submitted request. No work shall be undertaken on a proposed change until authorized by the City of Denton in the form of a Purchase Order change and/or other documentation appropriate to amending the contract. The request can be sent by e-mail to: purchasinggeityofdenton.com Or mail to: City of Denton Attn: Purchasing Manager RFP # 4811 901B Texas Street Denton, Texas 76209 Or call: City of Denton Purchasing (940) 349-7100 The City of Denton reserves the right to accept, reject, or negotiate any proposed price changes. Quantities The quantities indicated on the drawings and in the Technical Specification are believed to be accurate but shall be considered only as estimates. The project requires complete and functional construction of the substation perimeter fence in accordance with the dimensions presented on the project documents. Differences between the quantities of material required and the estimated quantities will not be considered as basis for a change in the price for the project. In submitting a proposal, the proposer is stating that he has reviewed the project drawings and specifications and understands their intent and has checked the quantities and dimension and is asserting that the proposal is intended to account for all conditions and quantities to complete the project as described in the plans and specification. Substitutions Substitutions are not permitted without the written approval of the City of Denton Purchasing Department. For substitutions prior to the proposal deadline, this will be accomplished with a submittal 555 EXHIBIT 3 to the Architect/Engineer, and approval by the City representative, and issuance of a written addendum. For substitutions after contract award, this will be accomplished with a submittal request to the Architect/Engineer, and approval by the City representative, and issuance of a written contract change order. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to the Project Manager with the RFP number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be rejected and must be removed from the site at the supplier's expense. Products that have been installed shall be replaced at the supplier's expense. Patent Rights The contractor agrees to indemnify and hold harmless the City from any claim involving patent right infringement or copyrights on goods supplied. Asbestos Free Materials The contractor shall provide asbestos -free materials as represented by the Manufacturer's "Materials Safety Data Sheets" Rights to Data Documents and Computer Software Government Entity Ownership) Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract shall be the exclusive property of the City and all such materials shall be delivered to the City by the contractor upon completion, termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of contractor's obligations under this contract without the prior written consent of the City; provided, however, that contractor shall be allowed to use non -confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. Adding New Products or Services to the Contract after Award Following the Contract award, ADDITIONAL services of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to successful Contractor to provide a proposal on the additional services and shall submit proposal to the City as instructed. All submitted prices are subject to negotiation in accordance with Texas Government Code 2254. The City may accept or reject the proposal, and may issue a separate RFQ for the services requested, after rejecting some, or all, of the proposal. The services covered under this provision shall conform to the statement of work, specifications, and requirements as outlined in the request. Contract changes shall be made in accordance with Local Government Code 252.048. Samples Respondents must make samples available in accordance with the specification and upon request by the City of Denton prior to award with no costs to the City. 556 EXHIBIT 3 Venue This agreement shall be governed by the law of the State of Texas and venue for its construction and enforcement shall lie in the courts of Denton County, Texas. Silence of Specifications The apparent silence of these specifications as to any detail or the apparent omission from it of a detailed description concerning any point, shall be regarded as a meaning that the only best commercial practices are to prevail. All interpretations of these specifications shall be made on the basis of this statement. Prevailine WaEe Rates In accordance with Texas Government Code 2258, the awarded 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.wdo_ll.gov for Denton County, Texas (WD-2509). Notwithstanding any other provision of this Contract, the awarded contractor hereby represents and warrants that the contractor shall pay to each of its employees a wage not less than what is currently known as the "Federal Minimum Wage" and any increase or amendments thereto. Furthermore, contractor shall produce proof of compliance with this provision by contractor to the City. The City shall withhold payments due to contractor until contractor has complied with this provision. Prior to any payment being made for work satisfactorily completed and accepted, contractor shall submit wage rate affidavits with its billing documents affirming that all employees have been paid not less than the current "Federal Minimum Wage". Special Permittine Requirements The awarded contractor shall work with identified City staff to obtain the necessary permits for construction of the project. Contracts and Bonds Successful awarded contractor will be required to sign original contract and submit a performance and payment bonds for 100 percent of the total proposal submitted before work is to commence. The contractor shall assume all costs in increasing the bond limits if change orders are formally approved. Bonds shall be in accordance with the V.T.C.A Government Code Section 2253.021, as amended. The City shall normally return the proposal bonds within ten (10) working days after the proposal due date, except for the three top ranked firms. The three top ranked firms will be retained by the City until the required contract and bonds have been executed, after which they shall be returned. SPECIAL CONDITIONS FOR GRANT FUNDED PURCHASES DAVIS BACON COMPLIANCE REQUIREMENTS The Contractor shall comply with the requirements of the Davis -Bacon Wage Act and the Wage Rate Requirements under Section 1606 of the Recovery and Reinvestment Act (the Act) and shall indemnify the City from liability for any failure to pay wages in compliance with the Act. The contractor shall ensure that all laborers and mechanics employed in the performance of the project for which the 557 EXHIBIT 3 assistance is provided, including those employed by subcontractors, are paid wages at rates not less than those prevailing on similar work in the locality as determined by the Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code (commonly referred to as the `Davis - Bacon Act'). The bidder who is awarded the Contract shall pay the wage rate in effect as of the date the Contract is awarded. The Contractor shall cooperate with the City by providing information in the form and frequency requested by the City concerning the type of work performed, the number of hours worked, and the hourly rates paid for the various types of work performed by all workers on the Project. The Contractor shall allow City staff to conduct on -site wage interviews and shall post information concerning the Act as requested by the City. All contractors and subcontractors must comply with Davis -Bacon Wage Rates and the Wage Rate Requirements of Section 1606 of the Recovery and Reinvestment Act. The Wage Rate Requirements, as stated in the Recovery and Reinvestment Act Grant are as follows: THIS AWARD TERM IS APPLICABLE TO ARRA AWARDS WHEN WAGE RATE REQUIREMENTS UNDER SECTION 1606 OF THE RECOVERY ACT TERM IS APPLICABLE THIS AWARD TERM IS ALSO APPLICABLE TO SUBGRANTS AND CONTRACTS Note: Where necessary to make the context of these articles applicable to this award, the term "Contractor" shall mean "Recipient" and the term "Subcontractor" shall mean "Subrecipient or Subcontractor" per the following definitions. Recipient means the organization, individual, or other entity that receives an award from DOE and is financially accountable for the use of any DOE funds or property provided for the performance of the project, and is legally responsible for carrying out the terms and conditions of the award. Subrecipient means the legal entity to which a subaward is made and which is accountable to the recipient for the use of the funds provided. The term may include foreign or international organizations (such as agencies of the United Nations). Davis -Bacon Act (a) Definition. —"Site of the work"— (1) Means-- (i) The primary site of the work. The physical place or places where the construction called for in the award will remain when work on it is completed; and (ii) The secondary site of the work, if any. Any other site where a significant portion of the building or work is constructed, provided that such site is — (A) Located in the United States; and (B) Established specifically for the performance of the award or project; (2) Except as provided in paragraph (3) of this definition, includes any fabrication plants, mobile factories, batch plants, borrow pits, job headquarters, tool yards, etc., provided— (i) They are dedicated exclusively, or nearly so, to performance of the award or project; and (ii) They are adjacent or virtually adjacent to the "primary site of the work" as defined in paragraph (a)(1)(i), or the "secondary site of the work" as defined in paragraph (a)(1)(ii) of this definition; 558 EXHIBIT 3 (3) Does not include permanent home offices, branch plant establishments, fabrication plants, or tool yards of a Contractor or subcontractor whose locations and continuance in operation are determined wholly without regard to a particular Federal award or project. In addition, fabrication plants, batch plants, borrow pits, job headquarters, yards, etc., of a commercial or material supplier which are established by a supplier of materials for the project before opening of bids and not on the Project site, are not included in the "site of the work." Such permanent, previously established facilities are not a part of the "site of the work" even if the operations for a period of time may be dedicated exclusively or nearly so, to the performance of a award. (b) (1) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR Part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, or as may be incorporated for a secondary site of the work, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. Any wage determination incorporated for a secondary site of the work shall be effective from the first day on which work under the award was performed at that site and shall be incorporated without any adjustment in award price or estimated cost. Laborers employed by the construction Contractor or construction subcontractor that are transporting portions of the building or work between the secondary site of the work and the primary site of the work shall be paid in accordance with the wage determination applicable to the primary site of the work. (2) Contributions made or costs reasonably anticipated for bona fide fringe benefits under section l(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (e) of this article; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such period. (3) Such laborers and mechanics shall be paid not less than the appropriate wage rate and fringe benefits in the wage determination for the classification of work actually performed, without regard to skill, except as provided in the article entitled Apprentices and Trainees. Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein; provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. (4) The wage determination (including any additional classifications and wage rates conformed under paragraph (c) of this article) and the Davis -Bacon poster (WH-1321) shall be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (c) (1) The Contracting Officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the award shall be classified in conformance with the wage determination. The Contracting Officer shall approve an additional classification and wage rate and fringe benefits therefore only when all 559 EXHIBIT 3 the following criteria have been met: (i) The work to be performed by the classification requested is not performed by a classification in the wage determination. (11) The classification is utilized in the area by the construction industry. (iii)The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (2) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives and the Contracting Officer agree on the classification and wage rate (including the amount designated for fringe benefits, where appropriate), a report of the action taken shall be sent by the Contracting Officer to the Administrator of the: Wage and Hour Division Employment Standards Administration U.S. Department of Labor Washington, DC 20210 The Administrator or an authorized representative will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the Contracting Officer or will notify the Contracting Officer within the 30-day period that additional time is necessary. (3) In the event the Contractor, the laborers or mechanics to be employed in the classification, or their representatives, and the Contracting Officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the Contracting Officer shall refer the questions, including the views of all interested parties and the recommendation of the Contracting Officer, to the Administrator of the Wage and Hour Division for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the Contracting Officer or will notify the Contracting Officer within the 30-day period that additional time is necessary. (4) The wage rate (including fringe benefits, where appropriate) determined pursuant to subparagraphs (c)(2) and (c)(3) of this article shall be paid to all workers performing work in the classification under this award from the first day on which work is performed in the classification. (d) Whenever the minimum wage rate prescribed in the award for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the Contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (e) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program; provided, that the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. 560 EXHIBIT 3 Rates of Wages The minimum wages to be paid laborers and mechanics under this award involved in performance of work at the project site, as determined by the Secretary of Labor to be prevailing for the corresponding classes of laborers and mechanics employed on projects of a character similar to the contract work in the pertinent locality, are included as an attachment to this award. These wage rates are minimum rates and are not intended to represent the actual wage rates that the Contractor may have to pay. Payrolls and Basic Records (a) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of 3 years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and last 4 digits of the social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section l(b) (2) (B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made, and actual wages paid. Whenever the Secretary of Labor has found, under paragraph (d) of the article entitled Davis -Bacon Act, that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the Contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (b) (1) The Contractor shall submit weekly for each week in which any award work is performed a copy of all payrolls to the Contracting Officer. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under paragraph (a) of this article. This information may be submitted in any form desired. Optional Form WH-347 (Federal Stock Number 029-005-00014-1) is available for this purpose and may be purchased from the -- Superintendent of Documents U.S. Government Printing Office Washington, DC 20402 The Prime Contractor is responsible for the submission of copies of payrolls by all subcontractors. (2) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or subcontractor ' or his or her agent who pays or supervises the' payment of the persons employed under the award and shall certify — (i) That the payroll for the payroll period contains the information required to be maintained under paragraph (a) of this article and that such information is correct and complete; (ii) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the award during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in the 561 EXHIBIT 3 Regulations, 29 CFR Part 3; and (iii)That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the award. (3) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by subparagraph (b)(2) of this article. (4) The falsification of any of the certifications in this article may subject the Contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 3729 of Title 31 of the United States Code. (c) The Contractor or subcontractor shall make the records required under paragraph (a) of this article available for inspection, copying, or transcription by the Contracting Officer or authorized representatives of the Contracting Officer or the Department of Labor. The Contractor or subcontractor shall permit the Contracting Officer or representatives of the Contracting Officer or the Department of Labor to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit required records or to make them available, the Contracting Officer may, after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. Withholding of Funds The Contracting Officer shall, upon his or her own action or upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the Contractor under this award or any other Federal award with the same Prime Contractor, or any other federally assisted award subject to Davis -Bacon prevailing wage requirements, which is held by the same Prime Contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any subcontractor the full amount of wages required by the award. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the award, the Contracting Officer may, after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. Apprentices and Trainees (a) Apprentices. (1) An apprentice will be permitted to work at less than the predetermined rate for the work they performed when they are employed— (i) Pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship and Training, Employer, and Labor Services (OATELS) or with a State Apprenticeship Agency recognized by the OATELS; or (ii) In the first 90 days of probationary employment as an apprentice in such an apprenticeship program, even though not individually registered in the program, if 562 EXHIBIT 3 certified by the OATELS or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. (2) The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the Contractor as to the entire work force under the registered program. (3) Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated in paragraph (a)(1) of this article, shall be paid not less than the applicable wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. (4) Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the Contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. (5) Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. (6) In the event OATELS, or a State Apprenticeship Agency recognized by OATELS, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (b) Trainees. (1) Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer, and Labor Services (OATELS). The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by OATELS. (2) Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed in the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate in the 563 EXHIBIT 3 wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate that is not registered and participating in a training plan approved by the OATELS shall be paid not less than the applicable wage rate in the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate in the wage determination for the work actually performed. (3) In the event OATELS withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (4) Equal employment opportunity. The utilization of apprentices, trainees, and journeymen under this article shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended and 29 CFR Part 30. Compliance with Copeland Act Requirements The Contractor shall comply with the requirements of 29 CFR Part 3, which are hereby incorporated by reference in this award. Subcontracts (Labor Standards) (a) Definition. "Construction, alteration or repair," as used in this article means all types of work done by laborers and mechanics employed by the construction Contractor or construction subcontractor on a particular building or work at the site thereof, including without limitation— (1) Altering, remodeling, installation (if appropriate) on the site of the work of items fabricated off -site; (2) Painting and decorating; (3) Manufacturing or furnishing of materials, articles, supplies, or equipment on the site of the building or work; (4) Transportation of materials and supplies between the site of the work within the meaning of paragraphs (a)(1)(i) and (ii) of the "site of the work" as defined in the article entitled Davis Bacon Act of this award, and a facility which is dedicated to the construction of the building or work and is deemed part of the site of the work within the meaning of paragraph (2) of the "site of work" definition; and (5) Transportation of portions of the building or work between a secondary site where a significant portion of the building or work is constructed, which is part of the "site of the work" definition in paragraph (a) (1) (ii) of the Davis -Bacon Act article, and the physical place or places where the building or work will remain (paragraph (a) (1) (i) of the Davis Bacon Act article, in the "site of the work" definition). (b) The Contractor or subcontractor shall insert in any subcontracts for construction, alterations and repairs within the United States the articles entitled 564 EXHIBIT 3 (1) Davis -Bacon Act; (2) Contract Work Hours and Safety Standards Act -- Overtime Compensation (if the article is included in this award); (3) Apprentices and Trainees; (4) Payrolls and Basic Records; (5) Compliance with Copeland Act Requirements; (6) Withholding of Funds; (7) Subcontracts (Labor Standards); (8) Contract Termination -- Debarment; (9) Disputes Concerning Labor Standards; (10) Compliance with Davis -Bacon and Related Act Regulations; and (11) Certification of Eligibility. (c) The Prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor performing construction within the United States with all the award articles cited in paragraph (b). (d) (1) Within 14 days after issuance of the award, the Contractor shall deliver to the Contracting Officer a completed Standard Form (SF) 1413, Statement and Acknowledgment, for each subcontract for construction within the United States, including the subcontractor's signed and dated acknowledgment that the articles set forth in paragraph (b) of this article have been included in the subcontract. Within 14 days after the award of any subsequently awarded subcontract the Contractor shall deliver to the Contracting Officer an updated completed SF 1413 for such additional subcontract. (e) The Contractor shall insert the substance of this article, including this paragraph (e) in all subcontracts for construction within the United States. Contract Termination -- Debarment A breach of the award articles entitled Davis -Bacon Act, Contract Work Hours and Safety Standards Act -- Overtime Compensation, Apprentices and Trainees, Payrolls and Basic Records, Compliance with Copeland Act Requirements, Subcontracts (Labor Standards), Compliance with Davis -Bacon and Related Act Regulations, or Certification of Eligibility may be grounds for termination of the whole award or in part for the Recovery Act covered work only, and for debarment as a Contractor and subcontractor as provided in 29 CFR 5.12. Compliance with Davis -Bacon and Related Act Regulations 565 EXHIBIT 3 All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR Parts 1, 3, and 5 are hereby incorporated by reference in this award. Disputes Concerning Labor Standards The United States Department of Labor has set forth in 29 CFR Parts 5, 6, and 7 procedures for resolving disputes concerning labor standards requirements. Such disputes shall be resolved in accordance with those procedures and not the Disputes and Appeals as defined in 10 CFR 600.22. Disputes within the meaning of this article include disputes between the Contractor (and any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. Certification of Eligibility (a) By entering into this award, the Contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the Contractor's firm is a person or firm ineligible to be awarded Government awards by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (b) No part of this award shall be subcontracted to any person or firm ineligible for award of a Government award by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (c) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. Approval of Wage Rates All straight time wage rates, and overtime rates based thereon, for laborers and mechanics engaged in work under this award must be submitted for approval in writing by the head of the contracting activity or a representative expressly designated for this purpose, if the straight time wages exceed the rates for corresponding classifications contained in the applicable Davis -Bacon Act minimum wage determination included in the award. Any amount paid by the Contractor to any laborer or mechanic in excess of the agency approved wage rate shall be at the expense of the Contractor and shall not be reimbursed by the Government. if the Government refuses to authorize the use of the overtime, the Contractor is not released from the obligation to pay employees at the required overtime rates for any overtime actually worked. BUY AMERICAN ACT COMPLIANCE REQUIREMENTS The Contractor acknowledges to and for the benefit of the City of Denton that it understands the goods and services under this Agreement are being funded with monies made available by the American Reinvestment and Recovery Act of 2009 (Recovery Act) (or are being made available for a project being funded with monies made available by the Recovery Act) and section 1605 of such law contains provisions commonly known as "Buy American." The Buy American requirement prohibits the use of Recovery Act funds for a project for the construction, alteration, maintenance, or repair of a public building or public work unless all of the iron, steel, and manufactured goods used in the project are produced in the United States ("Buy American requirement") including iron, steel, and manufactured goods provided by the Contractor pursuant to this Agreement. The Contractor hereby represents and warrants to and for the benefit of the Department of Energy (DOE) grantee that (a) the Contractor has reviewed and understands the Buy American requirement, (b) all of the iron, steel, and manufactured goods used in the project will be and/or have been produced in the United States in a manner that 566 EXHIBIT 3 complies with the Buy American requirement, unless an exception to the requirement is approved, and (c) the Contractor will provide any further verified information, certification or assurance of compliance with this paragraph, or information necessary to support an exception to the Buy American requirement, as may be requested by the DOE grantee or DOE. Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the Contractor shall permit the DOE grantee to recover as damages against the Contractor any loss, expense or cost (including without limitation attorney's fees) incurred by the DOE grantee resulting from any such failure (including without limitation any impairment or loss of funding, whether in whole or in part from DOE). Neither this paragraph (nor any provision of this Agreement necessary to give this paragraph force or effect) shall be amended or waived without the prior written consent of the DOE grantee. The _.requirements for the Buy American Act, as _stated in the Recovery and Reinvestment Act Grant are as follows: REQUIRED USE OF AMERICAN IRON, STEEL, AND MANUFACTURED GOODS -- SECTION 1605 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 (MAY 2009) THIS AWARD TERM IS APPLICABLE TO ANY RECOVERY ACT FUNDS FOR CONSTRUCTION, ALTERATION, MAINTENANCE, OR REPAIR OF PUBLIC BUILDING OR PUBLIC WORD AND THE TOTAL PROJECT VALUE IS ESTIMATED LESS THAN $7 443 000. THIS A WARD TERMALSO APPLIES TO ALL SUBGRANTS AND CONTRACTS. a. Definitions. As used in this award term and condition-- (1) Manufactured good means a good brought to the construction site for incorporation into the building or work that has been— (i) Processed into a specific form and shape; or (ii) Combined with other raw material to create a material that has different properties than the properties of the individual raw materials. (2) Public building and public work means a public building of, and a public work of, a governmental entity (the United States; the District of Columbia; commonwealths, territories, and minor outlying islands of the United States; State and local governments; and multi - State, regional, or interstate entities which have governmental functions). These buildings and works may include, without limitation, bridges, dams, plants, highways, parkways, streets, subways, tunnels, sewers, mains, power lines, pumping stations, heavy generators, railways, airports, terminals, docks, piers, wharves, ways, lighthouses, buoys, jetties, breakwaters, levees, and canals, and the construction, alteration, maintenance, or repair of such buildings and works. (3) Steel means an alloy that includes at least 50 percent iron, between .02 and 2 percent carbons, and may include other elements. b. Domestic preference. (1) This award term and condition implements Section 1605 of the American Recovery and Reinvestment Act of 2009 (Recovery Act) (Pub. L. 111--5), by requiring that all iron, steel, and manufactured goods used in the project are produced in the United States except as provided in paragraph (b)(3) and (b)(4) of this section and condition. 567 EXHIBIT 3 (2) This requirement does not apply to the material listed by the Federal Government as follows: None [Award official to list applicable excepted materials or indicate "none"] (3) The award official may add other iron, steel, and/or manufactured goods to the list in paragraph (b)(2) of this section and condition if the Federal Government determines that-- (i) The cost of the domestic iron, steel, and/or manufactured goods would be unreasonable. The cost of domestic iron, steel, or manufactured goods used in the project is unreasonable when the cumulative cost of such material will increase the cost of the overall project by more than 25 percent; (ii) The iron, steel, and/or manufactured good is not produced, or manufactured in the United States in sufficient and reasonably available quantities and of a satisfactory quality; or (iii)The application of the restriction of section 1605 of the Recovery Act would be inconsistent with the public interest. c. Request for determination of inapplicability of Section 1605 of the Recovery Act. (1) Any recipient request to use foreign iron, steel, and/or manufactured goods in accordance with paragraph (b) (3) of this section shall include adequate information for Federal Government valuation of the request, including — (A) A description of the foreign and domestic iron, steel, and/or manufactured goods; (B) Unit of measure; (C) Quantity; (D) Cost; (E) Time of delivery or availability; (F) Location of the project; (G)Name and address of the proposed supplier; and (H)A detailed justification of the reason for use of foreign iron, steel, and/or manufactured goods cited in accordance with paragraph (b) (3) of this section. (i) A request based on unreasonable cost shall include a reasonable survey of the market and a completed cost comparison table in the format in paragraph (d) of this section. (ii) The cost of iron, steel, and/or manufactured goods material shall include all delivery costs to the construction site and any applicable duty. (iii)Any recipient request for a determination submitted after Recovery Act funds have been obligated for a project for construction, alteration, maintenance, or repair shall explain why the recipient could not reasonably foresee the need for such determination and could not have requested the determination before the funds were obligated. If the recipient does not submit a satisfactory explanation, the award official need not make a determination. (2) If the Federal Government determines after funds have been obligated for a project for construction, alteration, maintenance, or repair that an exception to section 1605 of the Recovery Act applies, the award official will amend the award to allow use of the foreign iron, steel, and/or relevant manufactured goods. When the basis for the exception is non - availability or public interest, the amended award shall reflect adjustment of the award amount, redistribution of budgeted funds, and/or other actions taken to cover costs associated 568 EXHIBIT 3 List with acquiring or using the foreign iron, steel, and/or relevant manufactured goods. When the basis for the exception is the unreasonable cost of the domestic iron, steel, or manufactured goods, the award official shall adjust the award amount or redistribute budgeted funds by at least the differential established in 2 CFR 176.110(a). (3) Unless the Federal Government determines that an exception to section 1605 of the Recovery Act applies, use of foreign iron, steel, and/or manufactured goods is noncompliant with section 1605 of the American Recovery and Reinvestment Act. d. Data. To permit evaluation of requests under paragraph (b) of this section based on unreasonable cost, the Recipient shall include the following information and any applicable supporting data based on the survey of suppliers: Foreign and Domestic Items Cost Comparison Description Unit of Measure Quantity Cost (dollars)* Item 1: Foreign steel, iron, or manufactured good Domestic steel, iron, or manufactured good Item 2: Foreign steel, iron , or manufactured good Domestic steel, iron, or manufactured good name, address, telephone number, email address, and contact for suppliers surveyed. Attach copy of response; if oral, attach summary. Include other applicable supporting information. *Include all delivery costs to the construction site. 569 EXHIBIT 3 Exhibit F Payment and Performance Bonds 570 EXHIBIT 3 PERFORMANCE BOND STATE OF TEXAS COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS: That Schmoldt Construction, Inc. whose address is hereinafter called Principal, and the City of Denton, a corporation organized and existing under the laws of the State of Texas, and fully authorized to transact business in the State of Texas, as Surety, are held and firmly bound unto the City of Denton, a municipal corporation organized and existing under the laws of the State of Texas, hereinafter called Owner, in the penal sum of TWO MILLION, SIX -HUNDRED AND THIRTY THOUSAND, THREE HUNDRED TEN DOLLARS AND SEVENTY CENTS ($2,630,310.70), in lawful money of the United States, to be paid in Denton County, Texas, for the payment of which sum well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. This Bond shall automatically be increased by the amount of any Change Order or Supplemental Agreement, which increases the Contract price, but in no event shall a Change Order or Supplemental Agreement, which reduces the Contract price, decrease the penal sum of this Bond. THE OBLIGATION TO PAY SAME is conditioned as follows: Whereas, the Principal entered into a certain Contract, identified by Ordinance Number, with the City of Denton, the Owner, dated the Sth day of November A.D. 2016, a copy of which is hereto attached and made a part hereof, for the Construction Services stated within Request for Proposals (RFP) #6221 — Wave Pool. NOW, THEREFORE, if the Principal shall well, truly and faithfully perform and fulfill all of the undertakings, covenants, terms, conditions and agreements of said Contract in accordance with the Plans, Specifications and Contract Documents during the original term thereof and any extension thereof which may be granted by the Owner, with or without notice to the Surety, and during the life of any guaranty or warranty required under this Contract, and shall also well and truly perform and fulfill all the undertakings, covenants, terms, conditions and agreements of any and all duly authorized modifications of said Contract that may hereafter be made, notice of which modifications to the Surety being hereby waived; and, if the Principal shall repair and/or replace all defects due to faulty materials and workmanship that appear within a period of two (2) years from the date of final completion and final acceptance of the Work by the Owner; and, if the Principal shall fully indemnify and save harmless the Owner from all costs and damages which Owner may suffer by reason of failure to so perform herein and shall fully reimburse and repay Owner all outlay and expense which the Owner may incur in making good any default or deficiency, then this obligation shall be void; otherwise, it shall remain in full force and effect. 571 EXHIBIT 3 PROVIDED FURTHER, that if any legal action be filed upon this Bond, exclusive venue shall lie in Denton County, State of Texas. AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc., accompanying the same, shall in anywise affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc. This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government Code, as amended, and any other applicable statutes of the State of Texas. The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in Denton County to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship, as provided by Article 7.19-1 of the Insurance Code, Vernon's Annotated Civil Statutes of the State of Texas. IN WITNESS WHEREOF, this instrument is executed in copies, each one of which shall be deemed an original, this the day of , ATTEST: BY: SECRETARY ATTEST: BY: PRINCIPAL BY: PRESIDENT SURETY BY: ATTORNEY -IN -FACT The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service of the process is: NAME: STREET ADDRESS: (NOTE: Date of Performance Bond must be date of Contract. If Resident Agent is not a corporation, give a person's name.) 572 EXHIBIT 3 PAYMENT BOND STATE OF TEXAS COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS: That Schmoldt Construction, Inc. whose address is hereinafter called Principal, and the City of Denton, a corporation organized and existing under the laws of the State of Texas, and fully authorized to transact business in the State of Texas, as Surety, are held and firmly bound unto the City of Denton; a municipal corporation organized and existing under the laws of the State of Texas, hereinafter called Owner, in the penal sum of TWO MILLION, SIX -HUNDRED AND THIRTY THOUSAND, THREE HUNDRED TEN DOLLARS AND SEVENTY CENTS ($2,630,310.70), in Iawful money of the United States, to be paid in Denton, County, Texas, for the payment of which sum well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. This Bond shall automatically be increased by the amount of any Change Order or Supplemental Agreement which increases the Contract price, but in no event shall a Change Order or Supplemental Agreement which reduces the Contract price decrease the penal sum of this Bond. THE OBLIGATION TO PAY SAME is conditioned as follows: Whereas, the Principal entered into a certain Contract, identified by Ordinance Number, with the City of Denton, the Owner, dated the 8th day of November A.D. 2016, a copy of which is hereto attached and made a part hereof, for the Construction Services stated within Request for Proposals (RFP) #6221 -- Wave Pool. NOW, THEREFORE, if the Principal shall well, truly and faithfully perform its duties and make prompt payment to all persons, firms, subcontractors, corporations and claimants supplying labor and/or material in the prosecution of the Work provided for in said Contract and any and all duly authorized modifications of said Contract that may hereafter be made, notice of which modifications to the Surety being hereby expressly waived, then this obligation shall be void; otherwise it shall remain in full force and effect. PROVIDED FURTHER, that if any legal action be filed on this Bond, exclusive venue shall lie in Denton County, Texas. AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc., accompanying the same, shall in anywise affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc. 573 EXHIBIT 3 This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government Code, as amended, and any other applicable statutes of the State of Texas. The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in Denton County to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such surety, as provided by Article 7.19-1 of the Insurance Code, Vernon's Annotated Civil Statutes of the State of Texas. IN WITNESS WHEREOF, this instrument is executed in _ copies, each one of which shall be deemed an original, this the day of , ATTEST: BY: SECRETARY ATTEST: I� PRINCIPAL BY: PRESIDENT SURETY: BY: ATTORNEY -IN -FACT The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service of the processis: NAME: STREET ADDRESS: (NOTE: Date of Payment Bond must be date of Contract. If Resident Agent is not a corporation, give a person's name) 574 EXHIBIT 3 Exhibit G Insurance Requirements and Contractor Documentation 575 EXHIBIT 3 A�� �® CERTIFICATE OF LIABILITY INSURANCE DA10120/20116 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER MCGRIFF, SEIBELS &WILLIAMS OF TEXAS, INC. 818 Town & Country Blvd, Suite 500 Houston, TX 77024.4549 CONTACI NAME: HWC, No,ONE Ertl; 713-877-8975 FAXNc : 713-877-8974 E-MAIL - ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC / INSURER A :Hartford Fire Insurance Company 19682 INSURED Schmoldt Construction, Inc. _ INSURER B :Trumbull Insurance Company -- 27120 - -- -..-- INSURER C :Hartford Underwriters Ins. Co. " 7720 Schmoldt Way Celina, TX 75009 - INSURER D :Hartford CasualtyInsurance Company - 29424 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER:W4V63Q32 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE p POLICY NUMBER POLICY EFF MMIUD POLICY EXP MIDD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR 61UEA010099 04/15/2016 04115/2017 ENCE EACH OCCURR_DAMAuE $ 1,O0p,000 T. PREMISES EaoccMrrence $ 300,000 MED EXP (Any one person) $ 10,000 - PERSDNAL &ADV ItJ_JURY $ 1,000,000 X X GEN'L AGGREGATE LIMIT APPLIES PER: POLICY [�fl JEtT r I LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMPIOP AGG S 2,000.000 ...—_ $ OTHER: B AUTOMOBILE LIABILITY 61UEA01DO99 04/15/2016 04/15/2017 CO MBINED IN LE LIMIT Ee accident $ 1,000,000 BODILY INJURY (Per person) S ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS Ix X X BODILY INJURY (Per accident) S NON -OWNED HIRED AUTOS IX AUTOS PROPERTY DAMAGE Per accident) S D X UMBRELLA LIAR [I OCCUR 61RHAO$0100 04/15/2016 EACH OCCURRENCE $ 2,000,000 EXCESS LIAR CLAIMS -MADE X X :0411512017 AGGREGATE $ 2,000,000 DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITYP. ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICEE.L. (Mandatory In ER EXCLUDED? N❑ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N ! A X 61WEAQ10099 04M512016 44715/2017 }( PER OTH- EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 _ E.L. DISEASE • POLICY LIMIT $ 1,000,000 S $ S DESCRIPTION OF OPERATIONS! LOCATIONS! VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more space Is required) RE: WaterWorks Park Wave Pool and Concession Stand, 2400 Long Road, Denton, TX 76207 Certificate Holder is included as an Additional Insured, where required by written Contract on General Liability, Automobile, and Umbrella Liability policies. Primary and Non - Contributory wording applies to General Liability, Automobile Liability and Umbrella Liability policies where required by written contract. Waiver of Subrogation, where required by written contract, in favor of Certificate Holder is included on General Liability, Automobile, Workers Compensation and Umbrella Liability policies. All information provided above is subject to policy terms, conditions, and exclusions. In the event of cancellation by the insurance Companies the policies have been endorsed to provide 30 days Notice of Cancellation (except for non-payment) to the certificate holder shown below. I;tKII1-IL.AIL HULUtK CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Denton AUTHORIZED REPRESENTATIVE 901-B Texas Street Denton, TX 76209 1 Page 1 of 1 019W-2014 ACORD CORPORATION. All rights reservec ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 576 EXHIBIT 3 '`�� EVIDENCE OF PROPERTY INSURANCE FN792 DATEtMM/2016YY) CAL 1012012016 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. AGENCY PHONE E1 71$-$77�975 COMPANY MCGRIFF, SEIBELS & WILLIAMS OF TEXAS, INC. Hartford Fire Insurance Company 818 Town & Country Blvd, Suite 500 Houston, TX 77024�549 tAlC, Nol: 713-877-8974%OrAIL s: CODE: SUB CODE: INSURED Schmoldt Construction, Inc. 7720 Schmoldt Way Celina, TX 75009 LOCATIONIDE SCR IPTION WaterWorks Park Wave Pool and Concession Stand 2400 Long Road Denton, TX 76207 LOAN NUMBER EFFECTIVE DATE EXPIRATION DATE 04/15/2016 1 04/15/2017 THIS REPLACES PRIOR EVIDENCE DATED: POLICY NUMBER 61MSZP7375 CONTINUED UNTIL TERMINATED IF CHECKED THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE I PERILS I FORMS AMOUNT OF INSURANCE DEDUC Builders Risk':Structures Structures at the Described Premises - Maximum Limit Any One Occurrence $10,000,000 $5000 Builders Risk - Flood $1,000,000 $,000 Builders Risk -Earthquake $1,000,000 $25,000 Scheduled Contractors Equipment 451 , $93$1,000 Leased/Rented Equipment $934510 $1,000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. NAME AND ADDRESS City of Denton 901-B Texas Street _ MORTGAGEE _X LOSS PAYEE LOAN # AUTHORIZED REPRESENTATIVE ADDITIONAL INSURED ACORD 27 (2009112) ©7993-2009 ACO CORPORATION. All rights reserved. Page i of 1 The ACORD name and logo are registered marks of ACORD 577 EXHIBIT 3 INSURANCE REQUIREMENTS AND WORKER'S COMPENSENTATION REQUIREMENTS Respondent's attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may he disqualified from award of the contract. Upon contract award, 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. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, 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, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposaUbid 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. • 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 Iosses 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. • 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. 578 EXHIBIT 3 • 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. • ShouId 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. 579 EXHIBIT 3 [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 Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company 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. 580 EXHIBIT 3 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. [X] 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'slperson'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. 581 EXHIBIT 3 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. 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 582 EXHIBIT 3 of the person providing services on the project, for the duration of 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 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 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. 583 EXHIBIT 3 Exhibit H Contractor Business Information 584 EXHIBIT 3 City of Denton RFP FOR WATERWORKS PARK WAVE POOL AND CONCESSION ATTACHMENT A -BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contractor legal name and address (for contracting purposes): Schmoldt Construction, Inc. 2. Subsidiary of: 3. Organization Class (circle): Partnership Corporation Individual Association 4. Tax Payer ID#; 41-2033822 5. Date Established: 2002 6. Historically Underutilized Business: Yes or No 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? Yes, Texas 8. Please provide a detailed listing of all products and/or services that your company provides. See Attached 9. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. No 10-Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. No i 1.Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). No RFP 6221-C Main Document Page 12 of 23 585 EXHIBIT 3 SC HMO LDT 6c'' i CONSTRUCTION Schmoldt Construction is a full service construction firm. General contracting, construction management, design/build, competitive bid, and consulting. Planning • Establish program/project requirements • Provide feasibility studies, and budget estimates • Provide site selection analysis and coordinate environmental studies • Provide assistance with funding Design • Monitor schedule and budgets during design • Provide value engineering and life cycle cost analysis • Provide construction feasibility studies • Develop continuous cost estimates • Analyze labor requirements • Review permit requirements and regulatory review • Order long lead time materials and equipment Bidding • Develop critical path schedule for bid documents • Coordinate final bid documents • Stimulate local contractor interest • Pre -qualify bidders • Advertise for bids • Conduct pre -bid conferences • Negotiate cost reductions • Analyze bids and make recommendations for contract award • Prepare and award contracts 7720 Schmoldt Way, Celina, TX 75009 Office: (972) 382-8499 Fax: (972) 382-8399 www.schmoldtconstruction.com 586 EXHIBIT 3 Construction • Conduct pre -construction conferences • Provide full time on -site supervision • Establish and maintain quality control program • Coordinate construction activities • Plan and maintain construction schedules • Inspect for compliance with contract documents • Provide weekly and monthly progress reports • Maintain document control and project records, journals • Establish project procedures/Develop project manual • Insure that contractors have safety programs and hold meetings • Review and process contractor payment • Continually monitor project progress and cost control • Estimate and negotiate change orders if necessary Post Construction • Prepare and expedite punch list • Assemble record drawings, operation and maintenance manuals, and warranties • Prepare documentation for project close-out • Supervise testing and start-up • Provide final project report • Administer and expedite warranty work 7720 Schmoldt Way, Celina, TX 75009 Office: (972) 382-8499 Fax: (972) 382-8399 www.schmoldtconstruction.com 587 EXHIBIT 3 City of Denton RFP FOR WATERWORKS PARK WAVE POOL AND CONCESSION 12.Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? http: //www. osha. gov/pls/0shaweb/o was rch. search_form?p_doc_type=STANDARDS&p_toc_l evel =1 &p_keyvalue=1926 Yes 13.Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders' state. In order to make this determination, please provide the name, address and phone number of: a. Responding firms principle place of business: 7720 Schmoldt Way Celina, TX 75009 b. Company's majority owner principle place of business: 7720 Schmoldt Way Celina, TX 75009 c. Ultimate Parent Company's principle place of business: 7720 Schmoldt Way Celina, TX 75009 RFP 6221-C; Main Document Page 13 of 23 588 EXHIBIT 3 City of I)taltlni RIT FOR WATERWORKS PARK WAVE. P001. AND CONUFSSION 14. Provide details to support the evaluation criteria includin r ex erieuce and delivery. Willow Grove Park 201{, City o1'Lakc Dallas Hickory Creek Parks 201E Town or Hickory Creek Lewisville Ccnlral Park Plaza 2015 City of Lewisville Town Square and Pioneer Park 201 S City of Carrollton Frisco Commons Veterans Memorial Expansion 2014 City of Frisco Linda McNatt Animal Cart; & Adoption Center 2014 City of Denton Pecan Crcek WRPAdmin. Building 2014 City ofDenlon Denton Public Safety Training Center 2013 City of Denton Freedom Dog Park 2012 Town of Trophy Club Willow Grove Park 2012 City of Lake Dallas Independence Park 2011 Town of Trophy Club Jubilee Park & Community Center 2009 Jubilee Park Corp. Lake Dallas Animal Shelter 2008 City of Lake Dallas i S.Provide details on how firm meets the minimum qualifications stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in the respondent's proposal. b. Sign below and return form with final submission. As referenced above, Schmoldt Construction has several years of experience in building and renovating parks. Over the years we have worked for several different municipalities, to include several projects within the City of Denton as well. Following are some of the references from the above listed projects: City of Denton Herman Lawson Project Manager 940-349-720D City of Plano Elizabeth Del Turco Landscape Architect 972-941-7532 City of Carrollton Tom Geier Project Manager 972-466-4230 City of Frisco Kyle Laferney Parks Proj. Manager 972-292-6514 City of Lewisville Bob Sloffels Landscape Arcitect 214-553-5778 City of Lake Dallas Eric Louderback Project Manager 940-497-2226 Schmoldt Construction, Inc. is registered in the City of Denton as well as the State of Texas. I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. Schmoldt Construction, Inc. 10/4/16 Signature Company Date ItF'P 6221-C Main Document Page 14 of 23 589 EXHIBIT 3 City of Denton RFP FOR WATERWORKS PARK WAVE POOL AND CONCESSION ATTACHMENT C-SAFETY RECORD QUESTIONNAIRE The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to award of City contracts. Pursuant to Section 252.0435 of the Local Government Code, the City of Denton has adopted the following written definition and criteria for accurately determining the safety record of a respondent prior to awarding City contracts. The definition and critcria for determining the safety record of a respondent for this consideration shall be: The City of Denton shall consider the safety record of the respondent in determining the responsibility thereof. The City may consider any incidence involving worker safety or safety of the citizens of the City of Denton, be it related or caused by environmental, mechanical, operational, supervision or any other cause or factor. Specifically, the City may consider, among other things: a. Complaints to, or final orders entered by, the Occupational Safety and Health Review Commission (OSHRC), against the respondent for violations of OSHA regulations within the past three (3) years. b. Citations (as defined below) from an Environmental Protection Agency (as defined below) for violations within the past five (5) years. Environmental Protection Agencies include, but are not necessarily limited to, the U.S. Army Corps of Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS), the Environmental Protection Agency (EPA), the Texas Commission on Environmental Quality (TCEQ), the Texas Natural Resource Conservation Commission (TNRCC) (predecessor to the TCEQ), the Texas Department of Health (TDH), the Texas Parks and Wildlife Department (TPWD), the Structural Pest Control Board (SPCB), agencies of local governments responsible for enforcing environmental protection or worker safety related laws or regulations, and similar regulatory agencies of other states of the United States. Citations include notices of violation, notices of enforcement, suspension/revocations of state or federal licenses or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. C. Convictions of a criminal offense within the past ten (10) years, which resulted in bodily harm or death. Any other safety related matter deemed by the City Council to be material in determining the responsibility of the respondent and his or her ability to perform the services or goods required by the solicitation documents in a safe environment, both for the workers and other employees of respondent and the citizens of the City of Denton. In order to obtain proper information from respondents so that City of Denton may consider the safety records of potential contractors prior to awarding bids on City contracts, City of Denton requires that respondents answer the following three (3) questions and submit them with their submissions: RFP 6221-C Main Document Page 16 of 23 590 EXHIBIT 3 City of Denton RFP FOR WATERWORKS PARK WAVE POOL AND CONCESSION QUESTION ONE Has the respondent, or the firm, corporation, partnership, or institution represented by the respondent, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA within the past three (3) years? YES NO x If the respondent has indicated YES for question number one above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such citation: Date of offense, location of establishment inspected, category of offense, final disposition of offense, if any, and penalty assessed. UESTION TWO Has the respondent, or the firm, corporation, partnership, or institution represented by the respondent, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of environmental protection laws or regulations, of any kind or type, within the past five years? Citations include notice of violation, notice of enforcement, suspension/revocations of state or federal licenses, or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. YES NO x If the respondent has indicated YES for question number two above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such conviction: Date of offense or occurrence, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. UESTION THREE Has the respondent, or the firm, corporation, partnership, or institution represented by respondent, or anyone acting for such firm, corporation, partnership, or institution, ever been convicted, within the past ten (10) years, of a criminal offense which resulted in serious bodily injury or death? YES NO x If the respondent has indicated YES for question number three above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such conviction: Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. RFP 6221-C Main Document Page 17 of 23 591 EXHIBIT 3 City of Denton RFP FOR WATERWORKS PARK WAVE POOL AND CONCESSION ATTACHMENT D-REFERENCES Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE GOVERNMENT/COMPANY NAME: City of Denton LOCATION: 869 S. Woodrow, Denton, TX 76205 CONTACT PERSON AND TITLE; Herman Lawson, Project/Construction Administrator TELEPHONE NUMBER: 940-349-7755 SCOPE OF WORK: Several Projects within the Citv of Denton CONTRACT PERIOD: Ongoing REFERENCE TWO GOVERNMENT/COMPANY NAME: City of Plano LOCATION: 1520 Avenue K. Plano TX 75074 CONTACT PERSON AND TITLE: Elizabeth Del Turco, Landscape Architect TELEPHONE MJMBER: 972-941-7532 SCOPE OF WORK: Park Remodel CONTRACT PERIOD: 8 months REFERENCE THREE GOVERNMENT/COMPANY NAME: City of Carrollton LOCATION: 1945 E. Jackson Road Carrollton TX 75006 CONTACT PERSON AND TITLE: Tom Geier, Project Manager TELEPHONE NUMBER: 972-466-4230 SCOPE OF WORK: Park Remodel CONTRACT PERIOD: 170 RFP 6221-C Main Document Page 18 of 23 592 Corporations Section EX E 3 Carlos H. Cascos P.O.Box 13697 ��\ Secretary of State Austin, Texas 78711-3697 w lx Office of the Secretary of State Certificate of Fact The undersigned, as Secretary of State of Texas, does hereby certify that the document, Articles of Incorporation for SCHMOLDT CONSTRUCTION, INC. (file number 800064596), a Domestic For - Profit Corporation, was filed in this office on March 11, 2002. It is further certified that the entity status in Texas is in existence. In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on October 03, 2016. k 11 Carlos H. Cascos Secretary of Stan, Come visit us on the internet at http:#u,ww.sos.state.tx.us/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: SOS -WEB TID: 10264 Document: 692476120003 593 EXHIBIT 3 Exhibit I Form Cl Conflict of Interest Questionnaire 594 I EXHIBIT 3 Cily of Dcttlon RFP FOR WA'r.-,RWORKS PARK WAVE' FOOL AND CONCESSION ATTACHMENT E-CONI+LICT Or INTEREST QIJi.STI0NNA1Rr CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other pmon doing business witit local governmeritsil entity This questionnaire reflects changes made to the law by H.B. 1491, 80th 1,eg., Regular Session. This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relalitrnxhip as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements tinder Section 176.00(tin), By law this questionnaire must be fled with the records administrator of the local government entity•noi later than the 71h business clay alter the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government t'odc. A person commits art offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this wchon is ;I Class C misdemeanor. ' I Name of person who has a business relationship isit4 local governmental entity. J N/A Check this box if you are filing an update to a previously filed qutstionnairc. N/A (Tic taw requires that you file an updated completed qucsbonuaire tvilh 1he appropriate liling authority not later than the 711, busrnrss day Oiler We date the oriSsnally filed questionnaire becomes incomplete or inaccurate.) Name of local government officer with whom filer has an employment or business relationship. Nameofofficer This section, (item 3 including subparts A, B, C & 17), must be completed for each officer with whom the filer has an employment or other business relationship as defined by 5eclton 176.001(1-a), Local Govemrttent Code. Attach additional pages to this FormC1Q as necessary A. Is the local government officer named in this section receiving or likely to receive taxable income, other Ihaua investment income, from die filer of dic questionnaire? N/A 0 Yes i No B- Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at [lie direction of the local govemmem officer named in this section AND the larable income is not received from the local governmental entity,? N/A El Yes L� 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 10 percent or more? N/A El Yes 71 No I D Describe each affiliation or business relationship. N/A t have no Conflict of Interest to disclose. Signature l�f y111 btellatscssi RFP 6221-C Main Document entity Date Page 22 of 23 595 EXHIBIT 3 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1- 4 and 6 it there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number. 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2016.126524 Schmoldt Construction, Inc, Celina, TX United States Date Filed: 10120/2016 2 Name of governmental entity of state agency that is a parry to the contract for which the form is being filed. City of Denton Date Acknowledged: g Provide the identification number used by the governmental entity or state agency to track or Identify description of the services, goods, or other property to be provided under the contract. the contract, and provide a Contract 6221 Waterworks Wave Pool and Concession Nature of interest 4 Name of Interested Party City, State, Country {place of business} (chock applicablo) Controlling Intermediary Schmoldt, Cary Celina, TX United States X 5 Check only if there is NO Interested Patty. ❑ 6 1 swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. AMBER KENNER Nof.Ery la 129066696 My Cammiteion Expires July 25, 2020 a Signature of authorized agent of contractirg business entity AFFIX NOTARY STAMP f SEAL ABOVE l i� Sworn to and subscribed before me, by the sad schmo � t;1't this the O'LJlJ ` day of 0 s' 20 to certify which, witness my hand and seal Of Office. Signature of officer administering oath Printed name of officer adrnms;ering oath Tale of officer administering oath Forms provided by Texas Ethics Commission www.etnics.state,tx.us w A. .- 596 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1403, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: November 8, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of an EMC Vplex system as awarded by the State of Texas Department of Information Resources (DIR) through the Go DIRect Program, Contract Number (DIR-TSO-2634/DIR-TSO-2542); providing for the expenditure of funds therefor; and providing an effective date (File 6271-awarded to Presidio Networked Solutions Group, LLC in the three (3) year not -to -exceed amount of $152,209.11). FILE INFORMATION This item is for an additional EMC Vplex System to add to existing datacenter equipment. EMC Vplex provides protection to applications in the face of disasters through automatic failover and failback between our primary and backup data centers. It will also facilitate data synchronization and service availability between our primary and backup data centers. The EMC Vplex System allows for continuous data availability and data mobility to ensure uptime for business critical applications and creates an agile infrastructure that is easy to manage and reconfigure. This additional equipment will accommodate existing business requirements as well as the continued growth of technology needs for all City of Denton departments for an estimated 4-5 year lifecycle. This equipment will be procured through the State of Texas Department of Information Resources Go DIRect Program, Contract Number (DIR-TSO-2634/DIR-TSO-2542). The original DIR pricing for this product was $226,800 but the vendor offered the City of Denton an additional $74,590 savings on the purchase of an EMC Vplex system if the order was placed prior to the end of their fiscal quarter. This represents a significant cost savings from the original DIR pricing of $226,800. The Technology Services department could not identify any local vendors that could provide a quote for this system. Therefore, procuring this maintenance from the above vendor is the best value for the City of Denton. RECOMMENDATION The Public Utilities Board approved on November 7, 2016 and recommends awarding to Presidio Networked Solutions Group, LLC for a 3 year not -to -exceed in the amount of $152,209.11. City of Denton Page 1 of 2 Printed on 7/2/2021 powered by Legistar' 597 File #: ID 16-1403, Version: 1 PRINCIPAL PLACE OF BUSINESS Presidio Networked Solutions Group, LLC Lewisville, TX FISCAL INFORMATION Funding for this item will be funded through the Technology Services Capital Fund account 8400 5 6744.13 5 5.3 0100. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.5 Utilize technology to enhance efficiency and productivity EXHIBITS Exhibit 1: Quote Exhibit 2: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Melissa Kraft at 349-7823. City of Denton Page 2 of 2 Printed on 7/2/2021 powered by Legistar' 598 EXHIBIT 1 PRES I D 10.. Go pRecl TO: CITY OF DENTON Accounts Payable 215 E MCKINNEY ST City of Denton, TX 76201-4299 accountspayable@cityofdenton.com (p) (940) 349-7100 Customer#: CITY0583 Account Manager: Stephanie Barnes Inside Sales Rep: Traci Chrisman Title: City of Denton — DR Site VPLEX VS6 DME 6000712974 v01 QUOTE: 2003116610620-02 DATE: 09/29/2016 PAGE: 1 of 3 FROM: Presidio Networked Solutions Group, LLC Traci Chrisman 1955 Lakeway Drive Suite 220 Lewisville, TX 75057 thrisman@presidio.com (p) 469.549.3841 (f) 469.549.3870 SHIP TO: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Contract Vehicle: Texas DIR-TSO-2542 CISCO Branded Product and Related Services Description List Price Unit Price e 1 VS-OS-GPL3 NP ASSY VPLEX; OS GPLV3 SW; NO CHARGE $0.00 $0.00 1 $0.00 $0.00 Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 2 VS-OS-NONGPL3 NP VPLEX; OS NON GPLV3 SW; NO CHARGE $0.00 $0.00 1 $0.00 $0.00 Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 3 VPL-FM16GFC REDWOOD FRONT END 1/0 OPTION 16GFC $0.00 $0.00 1 $0.00 $0.00 Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 4 VPL-BM16GFC REDWOOD BACK END 1/0 OPTION 16GFC $0.00 $0.00 1 $0.00 $0.00 Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 5 VPL-02-KIT-FD VPLEX VPL SMALL CONFIG KIT (FIELD DEPL) $0.00 $0.00 1 $0.00 $0.00 Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 6 VPL-ENG-BASE-FD VPLEX VPL BASE ENGINE $0.00 $0.00 1 $0.00 $0.00 Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 599 PRESIDIO.. Go waeci EXHIBIT 1 QUOTE: 2003116610620-02 DATE: 09/29/2016 PAGE: 2 of 3 7 VPL-CM16GFC REDWOOD COM MODULE OPTION 16GFC $0.00 $0.00 1 $0.00 $0.00 Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 8 PSINST-ESRS ZERO DOLLAR ESRS INSTALL Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 9 W-PREHW-001 PREMIUM HARDWARE WARRANTY Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 10 458-001-349 VPLEX V6 GEOSYN PRODUCT Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 11 456-109-497 VPLEX V6 GEOSYNCHRONY BASE INCL 10TB=CA Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 12 M-PRESW-015 PREMIUM SOFTWARE SUPPORT Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 13 458-001-347 VPLEX V6 VNX METRO FRAME PRODUCT Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft $0.00 $0.00 1 $0.00 $0.00 $0.00 $0.00 1 $0.00 $0.00 for 36 mo(s) $0.00 $0.00 1 $0.00 $0.00 $0.00 $0.00 1 $0.00 $0.00 $0.00 $0.00 1 $0.00 $0.00 for 36 mo(s) $0.00 $0.00 1 $0.00 $0.00 14 456-111-469 VPLEX V6 Metro VNXE3200 Frame LIC=1C $0.00 $0.00 1 $0.00 $0.00 Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 15 M-PRESW-015 PREMIUM SOFTWARE SUPPORT $0.00 $0.00 1 $0.00 $0.00 for 36 mo(s) Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 16 458-001-346 VPLEX V6 VNX LOCAL FRAME PRODUCT $0.00 $0.00 1 $0.00 $0.00 Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 600 PRESID10r. Go oueect EXHIBIT 1 QUOTE: 2003116610620-02 DATE: 09/29/2016 PAGE: 3 of 3 17 456-111-468 VPLEX V6 Base VNXE3200 Frame Base LIC=1C $0.00 $0.00 1 $0.00 $0.00 Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 18 M-PRESW-015 PREMIUM SOFTWARE SUPPORT $0.00 $0.00 1 $0.00 $0.00 for 36 mo(s) Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 19 458-001-348 VPLEX V6 MIGRATION PRODUCT $0.00 $0.00 1 $0.00 $0.00 Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 20 456-109-496 VPLEX V6 180 DAY MIGRATION LIC=1C $0.00 $0.00 1 $0.00 $0.00 Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 21 M-PRESW-015 PREMIUM SOFTWARE SUPPORT $0.00 $0.00 1 $0.00 $0.00 for 36 mo(s) Ship To: City of Denton 601 E Hickory St Ste A Denton, TX 76205 Melissa Kraft 22 EMC Configuration Total $0.00 $41,463.41 1 $0.00 $41,463.41 Total List Price: $0.00 Sub Total: $41,463.41 Grand Total: $41,463.41 THIS PROPOSAL IS GOVERNED BY THE TERMS AND CONDITIONS SET FORTH IN DIR CONTRACT NUMBER DIR-TSO 2542 STATE OF TEXAS vendor ID 1770059951100 YOU MUST REFERENCE THE DIR CONTRACT NUMBER DIR-TSO-2542 ON YOUR PURCHASE ORDER. Customer hereby authorizes and agrees to make timely payment for products delivered and services rendered, including payments for partial shipments Customer Signature Date 601 EXHIBIT 1 PRES I D 10.. TO: CITY OF DENTON Accounts Payable 215 E MCKINNEY ST City of Denton, TX 76201-4299 accountspayable@cityofdenton.com (p) (940) 349-7100 Customer#: CITY0583 Account Manager: Stephanie Barnes Inside Sales Rep: Traci Chrisman Title: City of Denton - DME VCE Production Site QUOTE: 2003116611221-01 DATE: 10/14/2016 PAGE: 1 of 3 FROM: Presidio Networked Solutions Group, LLC Traci Chrisman 1955 Lakeway Drive Suite 220 Lewisville, TX 75057 thrisman@presidio.com (p) 469.549.3841 (f) 469.549.3870 SHIP TO: City of Denton Melissa Kraft 601 E Hickory St Ste A Denton, TX 76205 melissa.kraft@cityofdenton.com (p) 9403497823 Hardware 1 YMEOOVPLOO151963 Description VPLEX VPL SMALL CONFIG KIT (FIELD DEPL) Unit Price $0.00 e 1 $0.00 2 YMEOOVPLOO151979 REDWOOD COM MODULE OPTION 16GFC $0.00 1 $0.00 3 YMEOOVPLOO151981 REDWOOD BACK END 1/0 OPTION 16GFC $0.00 1 $0.00 4 YMEOOVPLOO152015 REDWOOD FRONT END 1/0 OPTION 16GFC $0.00 1 $0.00 5 YMEOOVPLOO152017 VPLEX VPL BASE ENGINE $0.00 1 $0.00 6 AGGE-5548-00-J01 Nexus 5500 Unified Mod 16p 10GE Eth/FCoE OR 16p 8/4/2/1G FC (2) $0.00 1 $0.00 7 VCE Hardware Total Total $35,103.30 (Hardware): 1 $35,103.30 $35,103.30 8 YME000D100013572 NP ASSY VPLEX; OS GPLV3 SW; NO CHARGE $0.00 1 $0.00 9 YME000D100013653 NP VPLEX; OS NON GPLV3 SW; NO CHARGE $0.00 1 $0.00 10 YMEOOVPLOO149936 VPLEX V6 Base VNX5600 Frame Base LIC=1C $0.00 1 $0.00 11 YMEOOVPLOO149960 VPLEX V6 Metro VNX5600 Frame Base LIC=1C $0.00 1 $0.00 12 YMEOOVPLOO149972 VPLEX V6 GEOSYNCHRONY BASE INCL 1OTB=CA $0.00 1 $0.00 13 YMEOOVPLOO152547 VPLEX V6 GEOSYN PRODUCT $0.00 1 $0.00 14 YMEOOVPLOO155013 VPLEX V6 180 Day Migration LIC=1C $0.00 1 $0.00 15 YMEOOVPLOO155067 VPLEX V6 VNX LOCAL FRAME PRODUCT $0.00 1 $0.00 16 YMEOOVPLOO155068 VPLEX V6 VNX METRO FRAME PRODUCT $0.00 1 $0.00 602 EXHIBIT 1 PRES I D I Or, QUOTE: DATE: PAGE: 2003116611221-01 10/14/2016 2 of 3 17 YMEOOVPL00155069 VPLEX V6 MIGRATION PRODUCT $0.00 1 $0.00 18 VCE Software Total Total (Software): $31,418.00 1 $31,418.00 ii Software 19 Support YSEOOVPL00149937 VPLEX V6 Base VNX5600 Frame Base LIC=1C Annual Premium Maintenance $0.00 3 for 36 mo(s) $0.00 20 YSEOOVPL00149961 VPLEX V6 Metro VNX5600 Frame Base LIC=1C Annual Premium Maintenance $0.00 3 for 36 mo(s) $0.00 21 VCE Software Support Total $16,966.63 1 $16,966.63 Total (Software Support): $16,966.63 22 YMEOOOF100042331 ZERO DOLLAR ESRS INSTALL $0.00 1 $0.00 23 YMEOOOF100133821 Single Engine VPLEX 1 host Cust Rack $0.00 1 $0.00 24 HDLG-CABA-00-A01 VCE Handling Service $0.00 1 $0.00 25 MNFG-CABA-00-A01 VCE Manufacturing and Factory Assembly Service $0.00 1 $0.00 26 PSAS-R001-01-A01 VCE Supplemental Resource Service $0.00 4 $0.00 27 VCE Services Total $27,257.77 1 $27,257.77 Total (Services): $27,257.77 Sub Total: $110,745.70 Grand Total: $110,745.70 603 EXHIBIT 1 PRES I D 10.. Quote valid for 30 days unless otherwise noted. QUOTE: 2003116611221-01 DATE: 10/14/2016 PAGE: 3 of 3 Additional Terms The following terms and conditions shall govern this agreement unless a valid Master Services & Product Agreement or other similar agreement ("Master Agreement") between the parties has been executed and is in force, in which case the terms of the Master Agreement shall prevail to the extent that they are inconsistent with the following terms and conditions. 1. Purchase Orders, Invoicing, Payment and Acceptance. Any purchase order submitted by CLIENT in connection with this agreement shall be deemed subject to these Additional Terms and this agreement. Unsigned, electronically submitted purchase orders shall be deemed to include CLIENT's electronic signature and shall be binding to the extent accepted by Presidio. Presidia's performance of such purchase order shall not constitute Presidio's acceptance of new or different terms, including pre-printed terms on such order. In absence of a purchase order, CLIENT agrees that its signature below grants Presidio the right to invoice CLIENT and authorizes payment to Presidio for the amounts owed. Further, CLIENT represents that Presidio can rely on such CLIENT signature for payment. Presidio shall invoice CLIENT for the Products and/or Services in accordance with the terms stated in the agreement. The price included herein reflects a 3 % discount for payment by cash, check or wire transfer. This discount will not apply in the event that CLIENT pays using a credit card or debit card. CLIENT shall make payment to Presidio within thirty (30) days from the date of invoice. Except for taxes due on Presidia's net income, CLIENT shall pay all taxes. Presidia reserves the right to bill CLIENT for additional work requested by CLIENT and performed by Presidio, and for applicable expenses incurred by Presidio pursuant to providing such additional services, which are not described in this agreement. Client understands and agrees to its obligation, that applicable sales tax will apply to the quoted services on a by site location basis. Unless otherwise indicated in this agreement, CLIENT agrees that staff augmentation services and services performed on a time and materials basis shall be deemed accepted as performed. Unless otherwise indicated in this agreement, Projects shall be deemed accepted upon the earlier of Presidio's receipt a signed Project Completion and Acceptance document which has been signed and dated by an authorized representative of CLIENT, or thirty (30) calendar days from the date of the delivery of the final Project deliverable. If acceptance is refused, the Client shall provide, in writing to Presidio, its reasonable basis for refusal, prior to the expiration of the thirty (30) calendars day period. Presidio shall address the issue before subsequent work is undertaken. 2. Shipment of Product. All Products delivered to CLIENT hereunder shall be shipped FOB origin, freight collect. Title and risk of loss shall pass to CLIENT at point of origin. Products shall be deemed accepted upon delivery. 3. Limitations of Warranties. Presidio warrants that Services shall be provided by competent personnel in accordance with applicable professional standards. ALL PRODUCTS PROVIDED BY PRESIDIO ARE PROVIDED "AS IS", WITH ALL FAULTS. PRESIDIO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ANY AND ALL ORIGINAL EQUIPMENT MANUFACTURER (OEM) WARRANTIES, CERTIFICATIONS AND GUARANTEES, IF ANY, ARE PASSED THROUGH TO CLIENT. 4. Intellectual Property. CLIENT acknowledges that Presidio, its vendors, and/or its licensors retain all patents and/or copyrights in and to all proprietary data, processes and programs, if any, provided in connection with Services performed hereunder; any Presidio software provided to CLIENT as part of the Services provided shall be subject to the vendor's, licensor's or OEM's copyright and licensing policy. To the extent such software is prepared by Presidio, it is provided by nontransferable, nonexclusive license for CLIENT'S internal use only, subject strictly to the terms and conditions of this Agreement, and shall terminate upon termination or expiration of this Agreement. CLIENT shall not duplicate, use or disclose for the benefit of third parties, reverse engineer or decompile any such software. 5. Confidential Information. The parties agree that Confidential Information means any information disclosed by the disclosing party to the receiving party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment, "CLIENT" lists or other "CLIENT" information not known to the public), which is designated as "Confidential," "Proprietary" or some similar designation, or is the type of information which should reasonably be recognized as Confidential or Proprietary. The receiving party shall not use any Confidential Information of the disclosing party for any purpose except to evaluate and engage in discussions concerning this Proposal. Each party agrees to protect the other party's Proprietary and Confidential Information to the same extent that it protects its own Proprietary and Confidential Information but with no less than a reasonable degree of care. 6. Limitation of Liability. IN NO EVENT SHALL PRESIDIO BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PRESIDIO'S ENTIRE LIABILITY AND CLIENT'S EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, NONPERFORMANCE OR MISREPRESENTATION, AND REGARDLESS OF THE FORM OF ACTIONS, SHALL BE LIMITED TO THE AMOUNT WHICH HAS BEEN ACTUALLY PAID TO PRESIDIO BY CLIENT FOR SERVICES AND/OR PERFORMANCE HEREUNDER. Without limiting the foregoing, Presidio will have no responsibility for the adequacy or performance of (in) any third party software provided to Presidio under this agreement; (ii) any hardware, and (iii) any services provided by any third party. 7. Non -Solicitation Provision. During the term of this agreement and for twelve (12) months thereafter, CLIENT will not solicit for a permanent or other position any employee or subcontractor of the other party to whom that party was introduced as a result of this agreement. Should CLIENT solicit and/or hire an employee or contractor from PRESIDIO, CLIENT shall pay to PRESIDIO an administrative fee equal to 1 year's salary of the employee's new salary at CLIENT. 8. Export Law Compliance. CLIENT has been advised that all Products purchased hereunder and Presidio Confidential Information is subject to the U.S. Export Administration Regulations. CLIENT agrees to comply with all applicable United States export control laws, and regulations, as from time to time amended, including without limitation, the laws and regulations administered by the United States Department of Commerce and the United States Department of State. 9. Force Majeure. Neither party shall be liable for any failure or delay in performance of its obligations hereunder where such performance is prevented or delayed by causes beyond its reasonable control, including without limitation, flood, war, embargo, strike or other labor dispute, riot, acts of God or the intervention of any government authority. 10. Choice of Law and Venue. The parties will attempt to settle any claim or controversy arising under this agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. This agreement and all matters relating thereto shall be governed exclusively by the substantive law of the State of Texas. Any dispute relating directly or indirectly to this agreement or any other contract or agreement between the parties which cannot be resolved through the process of consultation and negotiation shall be brought in a court of competent jurisdiction in Dallas County, Texas, that being the exclusive venue for any dispute between or any claims held by any of the parties to this agreement. 11. Miscellaneous. This agreement constitutes the entire agreement of the parties and supersedes all prior written or oral agreements, representations and understandings relating to the subject matter hereof, with the exception of a valid Master Services and Product Agreement between the parties under the terms of which this agreement shall be incorporated. This agreement shall not be amended or modified except by written instrument signed by the parties. Should additional work beyond the scope of the Services detailed herein by Presidia be requested by CLIENT, fees for such additional Services will be negotiated with CLIENT prior to performing such work and will be memorialized in writing between the Parties by utilizing a Project Change Request form ("PCR") or an additional agreement as appropriate. Presidio will invoice CLIENT for any additional work performed and expenses incurred which are not described in this agreement. The Parties agree that neither may assign its rights or duties under this contract without the prior written consent of the other Party, which consent shall not be unreasonably withheld. 12. Severability. The provisions of this Agreement are severable. If any provision of this Agreement or its application to any person or circumstance is ever held by any court of competent jurisdiction to be invalid for any reason, the remainder of this Agreement and the application of such provision or part of this Agreement to other persons or circumstances shall not be affected. Customer hereby authorizes and agrees to make timely payment for products delivered and services rendered, including payments for partial shipments Customer Signature Date 604 EXHIBIT 2 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING THE PURCHASE OF AN EMC VPLEX SYSTEM AS AWARDED BY THE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES (DIR) THROUGH THE GO DIRECT PROGRAM, CONTRACT NUMBER (DIR-TSO-2634/DIR-TSO-2542); PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 6271-AWARDED TO PRESIDIO NETWORKED SOLUTIONS GROUP, LLC IN THE THREE (3) YEAR NOT -TO -EXCEED AMOUNT OF $152,209.11). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 6271 Presidio Networked Solutions Group, LLC $152,209.11 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. 605 EXHIBIT 2 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6271 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY I� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 606 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1416, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: November 8, 2016 SUBJECT Consider adoption of an Ordinance authorizing the City Manager to execute a Interlocal Agreement with the University of North Texas under section 791.001 of the State of Texas Government Code, and to authorize the City of Denton to participate in a project to develop a digital roadmap to set a strategic vision in technology infrastructure investments, sustainability, education, and use of digital media for service delivery and citizen engagement, among other technology goals; authorizing the expenditure of funds therefor; and declaring an effective date (File 6238-Interlocal Agreement with the University of North Texas in the amount of $20,000). FILE INFORMATION The City of Denton has conferred with the University of North Texas to assist in the development of a digital roadmap for the City in an effort to help guide the city to become a smart city. The digital roadmap will assist in setting a strategic vision for the City in technology infrastructure investments, sustainability, education, and use of digital media, for service delivery and citizen engagement, among other goals. The objective of this project is to develop a digital roadmap that will include capturing the City's stakeholder's input and explore the types of initiatives that would be important to the various stakeholders. As part of this project, the challenges and opportunities to access technology will be identified. Additionally, we hope to gain insight into priorities, inter -dependencies, and opportunities for the co -design and co -delivery of digital initiatives. Section 791.001 of the Government Code requires that all Cooperative Agreements must be authorized by the governing body, regardless of the dollar amount. The only exception to this is municipally owned electric utilities -these entities have a $100,000 threshold before authorization by the governing body is required. RECOMMENDATION Staff recommends approval of the Interlocal Agreement with the University of North Texas in the amount not to exceed $20,000. PRINCIPAL PLACE OF BUSINESS University of North Texas System City of Denton Page 1 of 2 Printed on 7/2/2021 powered by Legistar' 607 File #: ID 16-1416, Version: 1 Information Technology Shared Services Denton, TX ESTIMATED SCHEDULE OF PROJECT This agreement will be effective upon approval by both parties and will remain in effect until 10/1/2017. FISCAL INFORMATION The services provided under this agreement will be funded from Technology Services Operating Fund account 830001.7879. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 4.3 Promote effective internal and external communication EXHIBIT Exhibit 1: Ordinance Exhibit 2: Interlocal Agreement Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Melissa Kraft at 349-7823. City of Denton Page 2 of 2 Printed on 7/2/2021 powered by Legistar' 608 EXHIBIT 1 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A 1NTERLOCAL AGREEMENT WITH THE UNIVERSITY OF NORTH TEXAS UNDER SECTION 791.001 OF THE STATE OF TEXAS GOVERNMENT CODE, AND TO AUTHORIZE THE CITY OF DENTON TO PARTICIPATE IN A PROJECT TO DEVELOP A DIGITAL ROADMAP TO SET A STRATEGIC VISION IN TECHNOLOGY INFRASTRUCTURE INVESTMENTS, SUSTAINABILITY, EDUCATION, AND USE OF DIGITAL MEDIA FOR SERVICE DELIVERY AND CITIZEN ENGAGEMENT, AMONG OTHER TECHNOLOGY GOALS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 6238-INTERLOCAL AGREEMENT WITH THE UNIVERSITY OF NORTH TEXAS IN THE AMOUNT OF $20,000). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute the Interlocal Agreement with the University of North Texas under Section 791.001 of the Texas Government Code, a copy of which is attached hereto and incorporated by reference herein (the "Agreement"). SECTION 2. The City Manager or his designee is authorized to expend funds pursuant to the Agreement for the purchase of various goods and services. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6238 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 609 EXHIBIT 2 INTERLOCAL AGREEMENT This Interlocal Agreement (the "Agreement") is made and entered into this . 2016, between The City of Denton, Texas, a political subdivision of the State of Texas (hereinafter "CITY") and THE UNIVERSITY OF NORTH TEXAS, an agency of the State of Texas (hereinafter "UNT"). WHEREAS, both the CITY and the State of Texas have the authority to enter into this Agreement pursuant to Chapter 791, Texas Government Code; and WHEREAS, the Digital Roadmap Strategy ("DRoadmap") contemplated under this Agreement is of mutual interest and benefit to UNT and to the CITY and will further the instructional and technical objectives of UNT in a manner consistent with its status as an agency of the State of Texas; and provide guidance to City staff in working toward becoming a digital smart city. UNT's primary objective is to develop a digital roadmap to set a strategic vision in technology infrastructure investments, sustainability, education, and use of digital media for service delivery and citizen engagement, among other technology goals. WHEREAS, it is mutually beneficial to both parties to execute this Agreement whereby each entity can achieve common objectives relating to the health, safety, and welfare of the citizens of Texas, and in the interest of saving the CITY and State of Texas taxpayer funding; and NOW THEREFORE, in consideration of the mutual representations, terms and covenants hereafter set forth, the parties hereby agree as follows: 1. STATEMENT OF WORK. UNT agrees to use its reasonable efforts to develop a digital roadmap for the CITY as described in the Statement of Work appended hereto and incorporated as Appendix A. 2. PRINCIPAL COORDINATORS. The services will be provided under the guidance of Dr. Victor Prybutok, Vice Provost, Toulouse Graduate School, Interim Dean, College of Information, and Regents Professor of Decision Sciences, UNT. 3. PERIOD OF PERFORMANCE. UNT will conduct the program during the period of November 14, 2016 through September 22, 2017. This Agreement may be extended for a period of six months only by written agreement executed by both parties. 4. TOTAL AMOUNT OF THE CONTRACT. The CITY agrees to pay UNT the fixed price of $20,000, as agreed to in the payment schedule, listed below. 5. PAYMENT SCHEDULE. The CITY shall make payments upon receipt of invoices, in accordance with the statutory provisions of Texas Government Code; Chapter 2251.The payment schedule indentified below, strictly follows a milestone performance schedule, in meeting of the following stated DELIVERABLES (Appendix A), and in the approval of invoices submitted to the CITY: a. Digital Roadmap Definition, supported by Digital Roadmap Findings and Status Report, and receipt of invoice in the amount of $5,000 b. Survey Design, upon approval for Final Survey Instrument and Report Content, and receipt of invoice in the amount of $5,000 C. Survey, upon presentation of Survey results, and receipt of invoice in the amount of $5,000 d. Comprehensive Digital Roadmap, upon approval of Final Report, and receipt of invoice in the amount of $5,000. Invoices shall be sent to the following address: Name: City of Denton, Accounts Payable Department Address: 215 East McKinney Street City State Zip: Denton, TX 76201 Company Rep Name: Alma Vigil Phone: 940-349-8223 Email: accountspayable gcityofden ton. com 6. TERMINATION. This agreement may be terminated by either party, upon sixty (60) days prior written notice. Termination or cancellation shall not affect the rights and obligations of the parties accrued prior to termination. The CITY shall be liable for all expenses incurred and all non -cancelable commitments made prior to UNT's receipt of the notice of termination. The CITY shall pay UNT for these expenses on receipt of a final invoice. Additionally, UNT shall deliver the results of all previously unreported work in such form as it exists to the CITY in conjunction with the final invoice. Page 1 of 3 ILA app. 6/2011 610 EXHIBIT 2 7. BREACH / OPPORTUNITY TO CURE. The parties hereto expressly covenant and agree that in the event either party is in default of its obligations herein, the party not in default shall provide to the party in default at least thirty (30) days written notice to cure said default before exercising any of its rights as provided for in this Agreement. 8. LIABILITY. The parties to this Agreement and their respective officers and employees shall not be deemed to assume any liability for the acts, omissions and negligence of the other party. 9. DISCLAIMER OF LIABILITY. THE SERVICE PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED IN CONNECTION WITH THE TECHNICAL REPORTS, INVENTION DISCLOSURES OR RESEARCH DATA FURNISHED UNDER THIS AGREEMENT. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT USE OF SUCH MATERIALS OR MODIFICATION OF SUCH MATERIALS WILL NOT INFRINGE ON ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT. 10. FORCE MAJUERE. Except for the obligation for the payment of money, if either party fails to fulfill its obligations hereunder when such failure is due to an act of God, or other circumstance beyond its reasonable control, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance under this Agreement. 11. DISPUTE RESOLUTION. The City must use the dispute resolution process provided in Chapter 2260 of the Texas Government Code to attempt to resolve a dispute arising under this contract and such process is a required prerequisite to suit in accordance with Chapter 107, Texas Civil Practice and Remedies Code. The CITY must submit written notice of a claim of breach of contract under this chapter to Julie Satagaj, Sr. Contracts Officer, Office of Grants and Contracts Administration, University of North Texas, 1155 Union Circle #305250, Denton, Texas 76203-5017, with copy to Dr. Victor Prybutok, PhD, Vice Provost, Toulouse Graduate School, University of North Texas, Eagle Student Services Center, 1155 Union Circle, 305459, Denton, Texas 76203-5017. UNT is an agency of the State of Texas and nothing in this Agreement waives or relinquishes the right of UNT to claim any exemptions, privileges and immunities as may be provided by law. 12. REMEDIES. This Agreement shall be construed by and governed by the laws of the State of Texas. Venue for any legal action necessary to enforce the Agreement will be in Denton County, Texas. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy hereunder shall preclude any other or further exercise thereof. 13. ENTIRE REPRESENTATION. This Agreement contains the entire agreement between the parties and supersedes any prior oral or written agreements, commitments, understandings, or communications with respect to the subject matter of the Agreement. No amendments or modification of this Agreement shall be effective unless set forth in writing executed by duly authorized representatives of each party. This Agreement shall be construed in accordance with the laws of the State of Texas. 14. WAIVER. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any right or remedy, or future exercise thereof. 15. ASSIGNMENT. This Agreement may not be assigned in whole or in part by any of the Parties without prior written consent of the other Party. 16. SEVERABILITY. In the event that any section, paragraph, sentence, clause or provision hereof is held by a court of competent jurisdiction to be invalid, such shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 17. AMENDMENTS. This Agreement may be amended from time to time by written amendment by both parties. 18. NOTICE. Any notice required to be given in connection with this Agreement shall be in writing and shall be deemed effective if hand delivered, or if sent by United States certified mail, return receipt requested, postage prepaid, or if sent by private receipted courier guaranteeing same -day or next -day delivery, addressed to the respective party at its address provided below. If sent by U.S. certified mail in accordance with this Section, such notices shall be deemed given and received on the earlier of (a) actual receipt at the address of the named addressee, or (b) on the third (3rd) business day after deposit with the United States Postal Service. Notice given by any other means shall be deemed given and received only upon actual receipt at the address of the named addressee. University of North Texas City of Denton Purchasing Department Office of Grants and Contracts 901B Texas Street Administration Denton, Texas 76201 1155 Union Circle #305250 Attn: Purchasing Manager Denton, Texas 76203-5017 Telephone: 940-349-7133 Page 2 of 3 ILA app. 6/2011 611 EXHIBIT 2 Attn: Julie Satagaj, Sr. Contracts Officer Telephone: 940-5 65-3940 Email: O GCAcontracts Clunt.edu University of North Texas Eagle Student Services Center P.O. Box 305459 Denton, Texas 76203-5017 Attn: Dr. Victor Prybutok, Ph.D. Telephone: 940-565-4767 Email: Victor.Prybutok LDunt.edu Email: purchasing Ca/cityofdenton.com 19. NO THIRD PARTY BENEFICIARIES. For purposes of this Agreement, including its intended operation and effect, the parties specifically agree and contract that: (1) the Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with the State or City, or both; and (2) the terms of this Agreement are not intended to release, either by contract or by operation of law, any third person or entity from obligations owed by them to either the State or City. 20. ENTIRETY OF AGREEMENT. This Agreement represents the entire understanding between UNT and the CITY and supersedes all other negotiations, representations or agreement, written or oral, relating to this Agreement. The acknowledgement or acceptance of purchase order forms containing other or different terms and conditions shall have no effect on this Agreement. 21. PUBLICATION. The parties shall be free to publish the results of work under this Agreement. UNT shall provide the CITY an advanced copy of any proposed publication thirty (30) days prior to publication for the CITY's review. If the CITY determines that the publication contains CITY confidential information, the CITY shall notify UNT of such confidential information. The parties shall work together to redact such CITY confidential information from the publication prior to publication. Title to and the right to determine the disposition of any copyrights on publications relating to the work hereunder shall remain with the publishing party. The parties have caused this Agreement to be executed by their duly authorized representative. UNIVERS- OF NORTH TEXAS City of Denton, Texas By: �� 1� By: r1a McGuire Title: Associate Director Title: Date: 10 Date: Approved as to Legal Form: Anita Burgess, City Attorney Attest: Jennifer Walters, City Secretary Page 3 of 3 ILA app. 6/2011 612 EXHIBIT 2 APPENDIX A uku �P1V 11�A�iTi' OF NORTH TEXAS" Statement of Work Client Name: City of Denton Project Working Title: DRoadmap Project Title: Digital Roadmap Strategy Document Date: 4 Oct 2016 Prepared by. Abdulrahman Habib, Teaching Fellow, UNT Business Need Summery City of Denton (CoD) is vibrant city that is looking to become a smart city by leveraging its current initiatives like open data portal, free wi-fi at public locations, broadband connection, library technology trainings, city sponsored co -working space, and partnership with University of North Texas. City of Denton is looking for a Digital Roadmap to help guide the city to become a smart city. The digital roadmap to set a strategic vision for the City in technology infrastructure investments, sustainability, education, and use of digital media for service delivery and citizen engagement, among other goals. Service Objective The Objective of this project is to develop a digital roadmap for the City of Denton. The Digital Roadmap include capturing our stakeholder's input in regards to; 1. To test the working definition of the "digital strategy" and principles that underpins it. 2. Explore the types of initiatives that would be important to the various stakeholders. 3. Gain insight into priorities, inter -dependencies, and opportunities for co -design & co -delivery of digital initiatives. 4. Identify the challenges and opportunities to access. Scope of Service Included ❑ Project Initiation o Issue the SOW and CoD letter of interest o Sign MOU ❑ Analysis of business requirements o Analyze available strategies and resources o Evaluate current Denton Open Data initiative o Define Digital Strategy Aspects (Initially: Access, Open Government, Engagement, Industry, and Smart City) ❑ Study Design o Define the Denton digital roadmap internal requirements using Interviews o Evaluation Denton citizens definition for the digital roadmap using Survey ❑ Study Deployment ❑ Results Analysis ❑ Submit Digital Roadmap Report ❑ Handover & Closure UNT Approval CoD Approval Name: Dr. Victor Prybutok Name: Melissa Kraft Title: Vice Provost, Toulouse Graduate School Title: Chief Technology Officer Interim Dean, College of Information Regents Professor of Decision Sciences 613 EXHIBIT 2 UWF NOXTH TEXAS' Excluded ❑ Implementation of digital strategy Assumption Any variation of the assumption is subjected to change in delivery time and price ❑ CoD to provide available strategy documents, access to information and employees ❑ CoD to help facilitate and distribute the study interviews and survey ❑ Project sponsor have the authority to approve all project aspects Tentative project plan This is an tentative high level project plan. The dates are subject for changes. Item Duration Start Date End Date Denton Digital Roadmap Project: 225d 11/14/16 9/22/17 Open data benchmark 25d 11/14/16 12/16/16 Evaluation Denton Open Data Initiative Using (US City Census Model) Present Denton Open Data Findings Digital Roadmap Definition (Internal) 4w 11/14/16 12/9/16 Iw 12/12/16 12/16/16 50d 12/19/16 2/24/17 Define Stakeholders 2w 12/19/16 12/30/16 Interview Key Stakeholders 2w 1/2/17 1/13/17 Interdepartmental Meeting 2w 1/16/17 1/27/17 Data Collection and Analysis 2w 1/30/17 2/10/17 Present Digital Roadmap Internal findings Iw 2/13/17 2/17/17 Feedback and Approval 1 w 2120/17 2124/17 Submit Digital Roadmap Findings and Status Report 0 2/24/17 2/24/17 Citizen Input to Digital Roadmap 150d 2/27/17 9/22/17 Survey Design 60d 2/27/17 5/19/17 Design Research Plan and Success Measures 2w 2/27/17 3/10/17 Design Survey Instrument and Sample 4w 3/13/17 4/7/17 Evaluate Instrument Validity and Reliability 2w 4/10/17 4/21/17 Pilot Survey 1 w 4/24/17 4/28/17 Evaluate Pilot Survey 1 w 5/1/17 5/5/17 Submit Pilot Survey Results for Approval 1 w 5/8/17 5/12/17 Approval for Final Survey Instrument and Report Content I 5/15/17 5/19/17 Survey 45d 5/22/17 7/21/17 Perform the Survey 5w 5/22/17 6/23/17 Data Analysis 2w 6/26/17 7/7/17 Present Finding 2w 7/10/17 7/21/17 LINT Approval Name: Dr. Victor Prybutok Title: Vice Provost, Toulouse Graduate School Interim Dean, College of Information Regents Professor of Decision Sciences CoD Approval Name: Melissa Kraft Title: Chief Technology Officer 614 EXHIBIT 2 UwOF NORTH TEXAS' The Comprehensive Digital Roadmap 35d 7/24/17 9/8/17 Present Digital Roadmap collective findings 2w 7/24/17 8/4/17 Digital Initiatives Collaboration Design Sessions 3w 8/7/17 8/25/17 Feedback and Approvals 2w 8/28/17 9/8/17 Incorporate Digital Roadmap with City Strategy 2w 8/7/17 8/18/17 Present Digital Roadmap to Stakeholders 2w 8/21/17 9/1/17 Submit Final Report I w 9/4/17 9/8/17 Celebrate Project Closure and 0 9/8/17 9/8/17 Contract and Project Closure 2w 9/11/17 9/22/17 UNT Approval Name: Dr. Victor Prybutok Title: Vice Provost, Toulouse Graduate School Interim Dean, College of Information Regents Professor of Decision Sciences CoD Approval Name: Melissa Kraft Title: Chief Technology Officer 615 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 16-1400, Version: 1 DEPARTMENT: CM/ ACM: Date: Agenda Information Sheet Fire John Cabrales, Jr. November 8, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for authorization of a building lease ("lease") and a first amendment to the building lease ("first amendment") by and between Epic Development, Inc. and the City of Denton, Texas allowing the City of Denton to use and occupy the premises as administrative office space, temporary housing, and sleeping quarters for fire personnel; authorizing the expenditure of funds therefor and providing an effective date. BACKGROUND Emergency medical service (EMS) calls account for 70 percent of the total responses delivered by the Fire Department. The number of EMS calls continues to increase each year. The highest call volume exists in the southeast quadrant of the City, drawing resources from surrounding districts. A Facility Optimization Study conducted in 2013 analyzed the location and condition of the Department's existing facilities to determine how best to optimize service and response to the City. Emergency response workloads, call volume trends, and deployment of resources were evaluated. The need for a Station 8 in the southeast area of the City was identified based on call volume, response times, and availability of resources. In 2015, Fire Administration had the opportunity to work with an engaged citizen group that included a statistical analysis professional. While the original focus of the study was southwest Denton, demand forecasts were developed for southeast and east Denton based on departmental data identifying areas with the highest call volumes and long response times. A review of 2015 call volume validates the statistical projections. Medical call volume as a subset of total call volume, increased 10.58 percent from 2014. The statistical analysis of 2015 reflected results from the 2013 study. In southeast Denton, District 6 has the highest call volume. District 6 has long response times and the highest call volume growth projections. Response times are compounded by the risk potential associated with development and population density, and by travel distance from the single existing facility. Twenty-five percent of the District 6 call volume requires supplementary response from other districts to handle simultaneous calls. In a preliminary resource distribution study, the Insurance Services Office (ISO) has identified the need for two additional stations in southeast Denton. In May 2015, a presentation to the City Council outlined current workloads and future trends including the City of Denton Page 1 of 3 Printed on 7/2/2021 powered by LegistarT" 616 File #: ID 16-1400, Version: 1 identified need for a new fire station in the southeast portion of the City. The Department was directed to continue developing strategies to include a new Station 8 as a proposed package in the next bond election. Council also directed the Department to explore opportunities that would advance the deployment of a Medic 8 to serve the southeast area. The Department began researching property in the southeast area of the City for a potential fire station site. HCA Inc., parent company to Denton Regional Medical Center, was contacted as the land owner of available sites in the desired area. Discussion of property revealed the availability of space to accommodate Medic 8. The Department negotiated a lease agreement with Denton Regional Medical Center and Epic Development, the site holder and property management corporation, to lease a satellite location for Medic Unit 8 with a proposed in-service date of January 2017. The agreement includes the rental of a building and renovations of the space to meet the lodging requirements for 24 hour operations. RECOMMENDATION Staff recommends approval of the lease agreement with Epic Development Inc. to proceed with the implementation of Medic 8, serving southeast Denton. ESTIMATED SCHEDULE OF PROJECT Upon approval, renovation of the lease space will commence to accommodate year round 24 hour operations. Medic 8 is expected to be in service January 2017. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On May 26, 2015, Chief Robin Paulsgrove delivered a presentation providing an overview of the Department including current operations, future trends, and strategies for identified needs. An update on Department operations was given during a luncheon on April 4, 2016. Direction was given during both meeting to pursue the implementation of a Medic 8 to serve the southeast portion of the City. Adoption of the FY 2016 - 17 budget on September 20, 2016, included the purchase of a new ambulance and the addition of six full-time employees to place Medic 8 into service. FISCAL INFORMATION Funding for the lease agreement is available in the General Fund Fire Department account number 320100.7922. The contract is for three years with a rental rate of $20,034 in the first year and a one percent increase each subsequent year. The agreement also specifies Epic Development Inc. will provide an allowance of $13,464 towards renovation costs. This equates to $12.00 per square foot for 1,122 usable square feet. The City of Denton is responsible for renovation expenses beyond the allowance and funds are available for the expected total renovation costs. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. City of Denton Page 2 of 3 Printed on 7/2/2021 powered by LegistarT" 617 File #: ID 16-1400, Version: 1 The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.1 Enhance public safety in the community EXHIBITS Exhibit 1 - Ordinance Respectfully submitted: Robin Paulsgrove Fire Chief Prepared by: Laura Behrens Fire Marshal City of Denton Page 3 of 3 Printed on 7/2/2021 powered by Legistar' 618 S:ALegal\Our Documents\Ordinances\] 6\Epic Development Building Lease.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR AUTHORIZATION OF A BUILDING LEASE ("LEASE") AND A FIRST AMENDMENT TO THE BUILDING LEASE ("FIRST AMENDMENT") BY AND BETWEEN EPIC DEVELOPMENT, INC. AND THE CITY OF DENTON, TEXAS ALLOWING THE CITY OF DENTON TO USE AND OCCUPY THE PREMISES AS ADMINISTRATIVE OFFICE SPACE, TEMPORARY HOUSING, AND SLEEPING QUARTERS FOR FIRE PERSONNEL; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute the Lease and First Amendment, both attached hereto and incorporated herein by reference, and to carry out the duties and responsibilities of the City under the Lease and First Amendment. SECTION 2. The City Manager, or his designee, is authorized to expend such funds and perform such obligations as required in the Lease and First Amendment. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 619 Gross Lease 5/01 /08 MEDICAL OFFICE BUILDING LEASE THIS LEASE, dated , 20 for reference purposes (the "Date of this Lease"), is made and entered into by and between Columbia Medical Center of Denton Subsidiary. L.P. dlb)a Denton Regional Medical Center, or its assigns ("Landlord"), and City of Denton Texas, A Home Rule Municipal Corporation ("Tenant"). Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed by Tenant as hereinafter set forth, hereby leases to Tenant and Tenant hereby leases from Landlord, Suite No. 3535A-1, consisting of 1,431 rentable square feet of space (the "Premises"), on the first t 1st! floor in the building located at 3535A S 1-35E, Denton, Texas 76210 ("Building"), for the term and upon the conditions and agreements hereinafter set forth ("Lease"). The Building is located at or upon the property more particularly described in Exhibit A-1 attached hereto and incorporated herein. The Premises are more particularly shown or described on Exhibit A-2 attached hereto and incorporated herein. This Lease shall constitute a binding agreement between the parties effective as of the date this Lease is executed by Landlord and Tenant. The commencement date of the term of this Lease shall be September 1, 2016 (such date, as it may be adjusted is hereinafter called the "Commencement Date"), and shall continue thereafter for three 3 years, zero 0 months and zero 0 days and shall expire at 11:59 p.m. on August 31, 2019 (the "Expiration Date")(such term, any extension or renewal thereof and any "Unauthorized Holdover Term" and any "One Year Extension Term", as such terms are defined in Section 16, are referred to individually and collectively, as the case may be, as the "Term"). In the event the date of execution of this Lease by Landlord as set forth in Landlord's signature block is after the Commencement Date as set forth above, then the Commencement Date shall mean the date of execution of this Lease by Landlord as set forth in Landlord's signature block. Furthermore, in the event the Commencement Date is adjusted pursuant to Section 11, then the Commencement Date shall mean the Commencement Date as determined pursuant to Section 11 hereof. No change to the Commencement Date pursuant to this paragraph or pursuant to Section 11 shall change the Expiration Date unless (a) a different Expiration Date is set forth on a "Commencement Date Certificate" (as defined below), in which event the Expiration Date shall mean the day as set forth on the Commencement Date Certificate, or (b) the initial Term of this Lease as a result of such change in the Commencement Date is less than one (1) year, in which event the Expiration Date shall mean the last day of the first "Lease Year" (as defined below) (in the event of a conflict between clause (a) and clause (b) of this sentence, the Expiration Date resulting in the longest initial Term shall control). In the event of any change in the Commencement Date pursuant to the terms of this Section or pursuant to Section 11, Tenant at Landlord's request shall execute and deliver to Landlord a Commencement Date Certificate in the form attached hereto as Exhibit B acknowledging such change in the Commencement Date, and if applicable, the Expiration Date (the "Commencement Date Certificate"). Any change to the Commencement Date and/or Expiration Date pursuant to the terms of this Section or pursuant to Section 11 shall be automatic and refusal or failure by Tenant to sign a Commencement Date Certificate shall not affect such change to the Commencement Date and/or Expiration Date. "Lease Year" shall mean the period beginning on the Commencement Date and ending on the first anniversary of the last day of the calendar month in which the Commencement Date occurs (unless the Commencement Date is the first day of a calendar month, in which event such first Lease Year shall end on the day prior to the first anniversary of the Commencement Date) and each twelve (12) month period thereafter during the Term of this Lease. SECTION 2. RENT 2.1. Base Rent. During the Term, Tenant shall pay to Landlord "Annual Base Rent" as determined pursuant to Schedule A or Schedule B below, whichever is applicable, multiplied by the number of rentable square feet of the Premises (such sum is hereafter referred to as "Base Rent"), together with any "Additional Rent" (as hereinafter defined). Base Rent shall be payable in monthly installments in advance without notice, demand, setoff or deduction and all such installments shall be paid to Landlord or its "Property Manager" (as hereinafter designated) in U.S. Dollars, at the following address: HCA, Inc.. P.O. Box 403374 Atlanta, GA 30384-3374, or at such other address as Landlord may designate. Landlord's "Property Manager' is Lincoln Harris, CSG. Except as otherwise may be provided in Section 11, the first monthly installment for Base Rent shall be due on the Commencement Date and, thereafter, such monthly installments shall be due on the first day of each calendar month. If Tenant's obligation to pay Base Rent relates to only a part of a month at the beginning or the end of the Term, Tenant shall pay Landlord a proportionate part of the applicable monthly installment for each such partial month, which shall be payable at the same time as the first or last (as applicable) monthly installment is due under this Lease. Schedule A shall apply to this Lease. SCHEDULE A ! I SCHEDULE B Annual Annual Monthly Rent Annual Monthly Rent Lease Base Base Installment Annual Base Base Installment (1) Year Rent Rate Rent Rent Rate Rent 1 () (First Year Only) 1 $14.00 $20,034.00 $1,669.50 $ /r.s.f $ $ 2 $14.14 $20,234.34 $1,686.20 3 $14.28 $20,434.68 $1,702.89 1) The Base Rent set forth in Schedule B is subject to increases as a result of increases in the cost of living during the Term. On the first day of the second Lease Year and on the first day of each Lease Year thereafter during the term of this Lease (each such date an "Adjustment Date"), Base Rent shall be adjusted to reflect the increase, if any, in the cost of living over the preceding Lease Year. Base Rent due as a result of an increase in the cost of living shall be calculated in accordance with the terms set forth below. The basis for computing the cost of living shall be the unadjusted Consumer Price Index for all Urban Consumers, All Items (1982-84 = 100) published by the Bureau of Labor Statistics of the United States Department of Labor (the "Index"). The Index for the third calendar month preceding the month in which the Commencement Date occurs shall be the "Base Index Number'. The Index for the same calendar month preceding the applicable Adjustment Date shall be the "Current Index Number'. The Base Rent for the Lease Year commencing on each Adjustment Date shall be the product obtained from multiplying the amount of Annual Base Rent set forth in Schedule B (the "Initial Base Rent") by the fraction whose numerator is equal to the Current Index Number and whose denominator is equal to the Base Index Number; provided that in no event will Base Rent for such Lease Year be less than the greater of the initial Base Rent or the adjusted Base Rent for the Lease Year immediately preceding the Adjustment Date. If on any Adjustment Date, the Current Index Number has not been published, the parties agree that the adjustment to Base Rent contemplated herein will be made after the Current Index Number is published, and that such adjustment will be retroactive to the Adjustment Date. Pending the making of the adjustment, Tenant will continue to pay the amount of Base Rent in effect for the preceding Lease Year, and at such time as Landlord notifies Tenant of the new adjusted Base Rent amount Tenant shall pay Landlord any short fall between the amount of Base Rent paid subsequent to the Adjustment Date and the new amount of adjusted Base Rent payable hereunder as a result of the adjustment. If the Index is not in existence at the time the determination is to be made, the parties shall use such equivalent price index as is published by a successor government agency in lieu of the Index; or, if no such price index is published, then the parties shall use an equivalent price index as is published by a non -governmental agency selected by Landlord. 4849-4874-9625.3 0) IU O Gross Lease 5/01 /08 2.2. Taxes on Rent. Tenant shall pay and be liable for all rental, sales and use taxes or other similar taxes, if any, levied or imposed on Base Rent or Additional Rent payments by any city, county, parish, state or other governmental body having authority. Such payments shall be in addition to all other payments required to be paid to Landlord by Tenant under the terms of this Lease. Any such payment shall be paid to Landlord concurrently with the payment of the Base Rent or Additional Rent upon which such tax is based. SECTION 3. ADDITIONAL RENT 3.1. Additional Rent. In addition to the Base Rent as set forth in Section 2 herein, Tenant shall pay Landlord "Additional Rent", which term shall be defined to include the following: (a) any sum owed for separately metered utilities, including, without limitation, electricity, or as a "Surcharge" (as defined in Section 5); and (b) any other sums owed by Tenant pursuant to the terms of this Lease or otherwise arising in connection with Tenant's occupancy of the Premises. For purposes of this Lease, Base Rent and Additional Rent shall hereinafter be collectively referred to as "Rent" 3.2. Security Deposit. Tenant has deposited with Landlord the sum of $0.00 (the "Security Deposit") as security for the full and faithful performance by Tenant of all of Tenant's obligations hereunder. No interest shall be paid upon the Security Deposit nor shall Landlord be required to maintain the deposit in a segregated account, unless required by applicable law in which event Landlord will comply with such legal requirement. The Security Deposit shall not be construed as prepaid rent. In the event that Tenant shall default in the full and faithful performance of any of the terms hereof, then Landlord may, without notice, either retain the Security Deposit as liquidated damages, or Landlord may retain the same and apply it toward any damages sustained by Landlord, including but not limited to actual damages sustained by the Landlord by reason of the default of Tenant, including any past due Rent. In the event of bankruptcy or other debtor -creditor proceedings, either voluntarily or involuntarily instituted by or against Tenant, the Security Deposit shall be deemed to be applied in the following order: to actual damages, obligations and other charges, including any damages sustained by Landlord, other than unpaid Rent, due to Landlord for all periods prior to the filing of such proceedings; to accrued and unpaid Rent prior to the filing of such proceeding; and thereafter to actual damages, obligations, other charges and damages sustained by Landlord and rent due the Landlord for all periods subsequent to such filing. In the event of a sale of the Premises or all or any portion of the Building, Landlord shall have the right to transfer the Security Deposit to the buyer, and Landlord shall thereupon be relieved of all obligations to return the Security Deposit to Tenant, and Tenant agrees to look solely to the buyer for the return of the Security Deposit. If Tenant fully and faithfully complies with all of the terms hereof, the Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days after expiration of this Lease, including any renewal thereof. 3.3. The rentable square footage of the Premises may at Landlord's option, be calculated in accordance with the definition of "rentable area" in the BOMA Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1 - 1996 (the "BOMA Standard") or in accordance with any other method adopted by Landlord for the Building so long as such method is used for the calculation of the rentable square footage of all of the rentable area of all space leased or suitable for lease in the Building and so long as the sum of the proportionate share of all such rentable area does not exceed one hundred percent. If requested by Tenant, Landlord shall provide Tenant with a copy of the methodology adopted by Landlord for calculating the rentable square footage of the Building and Premises. The rentable area in the Premises as set forth on Page 1 of this Lease is hereby stipulated to be the rentable area of the Premises for all purposes under this Lease, whether the same should be more or less as a result of minor variations resulting from actual construction and completion of the Premises and for actual occupancy; provided, however, in the event Landlord re -measures the Premises or the Building in accordance with commercially reasonable procedures and if such remeasurement indicates that the rentable area of the Premises is different than above stated, then Landlord may give Tenant written notice of the change and the new number of square feet shall become the rentable area of the Premises for all purposes effective as of the date of such notice. . SECTION 4. USE OF PREMISES 4.1. Prohibited Uses. (a) The Premises shall continuously and at all times during the Term be used and occupied by Tenant only as medical offices for licensed physicians ("Physicians") to engage in the private practice of medicine and other related activities incidental thereto, and for no other purpose. Notwithstanding the foregoing, the provision or operation of any of the following services or facilities shall not be permitted in the Premises: (i) a health care facility that has facilities for overnight accommodations of patients; the provision of any medical or related service to or for any person that is in addition to the examination and diagnosis of patients performed directly by a Physician or by other health care professionals either independently licensed or under the direct supervision of a Physician, or a facility operated for the provision of any such service(s); outpatient or inpatient surgery services; (iv) outpatient or inpatient birthing services; (v) an oncology treatment facility; (vi) an emergency center; (vii) physical, inhalation or respiratory therapy services; (viii) a laboratory (including, without limitation, a pathology laboratory or a clinical laboratory); and (ix) diagnostic or therapeutic testing services, including without limitation, all diagnostic imaging services, including without limitation: A. fluoroscopy; B. x-ray; C. plain film radiography; D. computerized tomography (CT); E. ultrasound; F. radiation therapy; G. mammography and breast diagnostics; H. nuclear medicine testing; I. magnetic resonance imaging; and 4849-4874-9625.3 N 3 Gross Lease 5/01 /08 J. positive emission tomography (b) Notwithstanding the foregoing, nothing herein shall prevent Physicians who conduct a medical practice on the Premises from performing outpatient surgeries that do not require general anesthesia, intravenous sedation or the presence of an anesthesiologist or from rendering pathological laboratory or x-ray services for which Tenant has obtained Landlord's consent pursuant to Section 4.1(c); provided that such surgery services, pathological laboratory or x-ray services are the kind usually and customarily provided in a physician's office, are provided to such Physician's own patients who are not referred to such Physician for the sole purpose of receiving the same and are merely ancillary and incidental to such Physician's primary medical practice and do not constitute the Physician's primary medical practice or specialty or constitute the predominant services rendered by the Physician to the Physician's patients. (c) Prior to providing pathological laboratory or x-ray services, Tenant shall have submitted to Landlord a detailed description of the laboratory or x-ray services Tenant desires to provide or perform and Landlord shall have consented in writing to the provision or performance of such services, which consent may be denied in Landlord's sole and absolute discretion (the provision of such services and procedures shall be strictly limited to those services and procedures to which Landlord has expressly consented in writing and the terms of this paragraph shall be strictly construed to prohibit any expansion or addition to such services or procedures without Landlord's written consent). Tenant shall not dispense any drugs or medicines to persons other than Tenant's own patients. Prior to the installation of any diagnostic, laboratory or radiology equipment for services permitted hereunder, Tenant shall provide Landlord with a list of such equipment; a list of any hazardous substances, wastes or materials, as hereinafter defined, which will be used or generated in connection with the use of such diagnostic, laboratory or radiology equipment; and Tenant's proposed procedures for the use, storage and disposal of any hazardous substances, wastes or materials, including but not limited to the procedure for silver recovery for any radiology equipment. 4.2. Approved Services. Notwithstanding anything in this Section 4 to the contrary, Tenant may provide the following ancillary medical care and services in the Premises to patients of Tenant or of any Physician owner or employee of Tenant practicing in the Premises (the "Approved Services"): None; provided that the provision of Approved Services shall be subject to the following limitations and restrictions: (a) the patients of Tenant or of any Physician owner or employee of Tenant practicing in the Premises to whom Approved Services are provided shall not be referred to Tenant or such Physician for the purpose of obtaining such services or procedures; and (b) the Approved Services are and at all times shall be incidental to and a necessary part of the examination or diagnosis rendered to Tenant's or such Physician's patients (i.e., no provision of services to third parties), and ancillary and incidental to Tenant's or such Physician's primary medical practice and shall not constitute either Tenant's or such Physician's primary medical practice or specialty, or the predominant services rendered by Tenant to Tenant's patients or by such Physician to such Physician's patients. Without the prior written consent of Landlord, which consent maybe withheld in Landlord's sole discretion, Tenant shall not modify or expand any of the Approved Services. 4.3. Physician Qualifications. All Physicians who conduct a medical practice and related activities in the Premises must be and remain appropriately licensed and in good standing with the state licensing board and any applicable federal, state or local certification or licensing agency or office, without restriction, not subject to any sanction, exclusion order, or other disciplinary order with respect to his or her participation in any federal or state healthcare program. Further, each such Physician must be qualified to be a member of the active medical staff of Denton Regional Medical Center (the "Hospital"); provided, however, that nothing in this Section 4.3 shall require any Physician who conducts a medical practice in the Premises actually to be a member of the Hospital's active medical staff. 4.4. Supervision and Management. Each medical practice conducted upon the Premises shall at all times be conducted under the supervision and authority of a Physician and, except with Landlord's prior written consent, which may be withheld in Landlord's sole and absolute discretion, no such Physician shall (1) allow any other person or entity to purchase, manage or operate its medical practice or (2) conduct the medical practice while serving as an agent or employee of any other person or entity. 4.5. Compliance with Legal Requirements. Tenant shall comply with all governmental laws, codes, ordinances and regulations applicable to the use of the Premises, and shall promptly comply with all governmental orders and directives for the correction, prevention and abatement of nuisances and other activities in or upon, or connected with the Premises. Tenant shall not use or occupy the Premises in violation of the certificate of use or occupancy issued for the Premises or the Building (the "Certificate"). Tenant shall act in accordance with and not violate any restrictions or covenants of record affecting the Premises or the Building. Tenant shall immediately discontinue any use of the Premises which is declared by either any governmental authority having jurisdiction or the Landlord to be a violation of any such governmental laws, codes, ordinances or regulations, Certificate, restrictions or covenants. Tenant shall comply with any direction of any governmental authority having jurisdiction which shall, by reason of the nature of Tenant's use or occupancy of the Premises, impose any duty upon Tenant or Landlord with respect to the Premises or with respect to the use or occupancy thereof. To the extent any alterations to the Premises are required by the Americans with Disabilities Act, as amended from time to time (the "ADA") or other applicable laws or regulations, Tenant shall bear the expense of the alterations. To the extent any alterations to areas of the Building outside the Premises or common areas are required by the ADA or other applicable laws or regulations (for "path of travel" requirements or otherwise), Landlord shall bear the expense of the alterations. 4.6. Hazardous Acts: Waste: Nuisance. Tenant shall not do nor permit to be done anything which will invalidate or increase the cost of any casualty and extended coverage insurance policy covering the Building, the Premises and/or property located in the Building or the Premises, and shall comply with all rules, orders, regulations and requirements of the appropriate Fire Rating Bureau or any other organization performing a similar function. Tenant shall promptly upon demand reimburse Landlord for any additional premium charged for such policy by reason of Tenant's failure to comply with the provisions of this paragraph. Tenant shall not do nor permit anything to be done in, on or about the Premises which would in any way obstruct or interfere with the rights of other tenants or occupants of the Building, or use or allow the Premises to be used for any immoral, unlawful or objectionable purpose, nor shall Tenant maintain or permit any nuisance or commit or suffer to be committed any waste in, on or about the Premises. SECTION 5. BUILDING SERVICES AND MAINTENANCE 5.1. Landlord's Services. Landlord shall provide all of the following utilities and services (a) Electricity and water for the Premises, as reasonably necessary for the uses permitted under this Lease, except to the extent those utilities are separately metered or submetered to the Premises; (b) If the Building is equipped with a central heating and air-conditioning system that serves the rentable areas of the Building, heat and air-conditioning as required for Tenant's comfortable use and occupancy of the Premises during normal business hours. The term "normal business hours" shall mean the hours of 7:00 a.m. to 8:00 p.m. Monday through Friday and 7:00 a.m. to 8:00 p.m. on Saturday, excluding federal and/or state holidays as elected by Landlord; (c) Unless the Premises are equipped with a water heater, hot water at those points of supply provided for the general use of Tenant and other tenants of the Building; (d) General janitorial and cleaning services for the Premises, five (5) days per week, excluding holidays; 4849-4874-9625.3 0) N N Gross Lease 5/01 /08 (e) General janitorial services in and about the common areas of the Building; (f) Light bulb replacement in the Premises and common areas of the Building (g) Elevator service during normal business hours, if the Building is equipped with elevator(s); (h) Exterior window cleaning, and snow and ice removal services for the parking areas and walk ways serving the Building, to the extent deemed necessary in Landlord's reasonable judgment; and (i) Normal maintenance and servicing of lavatory facilities, toilets, sinks and faucets located within the Premises; provided that Landlord shall not be responsible for any repair, maintenance or servicing required on account of misuse of any of the foregoing or the disposal of foreign materials or substances not intended to be disposed in toilets or sinks, all of which shall be the sole responsibility of Tenant. All such services shall be provided in a manner that is consistent with those services provided in comparable medical office buildings of similar size and age which are located within the local community. 5.2. Utility Services: Damage to Tenant's Property. If Tenant requires or utilizes more water or electric power than is considered reasonable or normal by Landlord, Landlord may reasonably determine and require Tenant to pay as Additional Rent, the cost incurred as a result of such additional usage ("Surcharge"). Unless otherwise directed by Landlord, Tenant shall pay directly to the utility provider all separately metered utilities required and used by Tenant in the Premises. Landlord reserves the privilege of stopping any or all utility services in case of accident or breakdown, or for the purpose of making alterations, repairs or improvements. Landlord shall not be liable for the failure to furnish or delay in furnishing any or all of such services when same is caused by or is the result of (a) strikes, labor disputes, labor, fuel or material scarcity, or governmental or other lawful regulations or requirements; (b) the failure of any corporation, firm or person with whom the Landlord may contract for any such service, or for any service incident thereto, to furnish any such service; (c) the making of any alterations, repairs or improvements as described in the preceding sentence; (d) any other cause other than the gross negligence of the Landlord; and the failure to furnish any of such services in such event shall not be deemed or construed as an eviction, or relieve Tenant from the performance of any of the obligations imposed upon Tenant by this Lease, including its obligation to pay Rent. Landlord shall not be responsible for the failure of any equipment or machinery to function properly on account of any such interruption of such services. Tenant shall be solely responsible for and shall promptly pay all charges for telephone, Internet services and all other communication services. 5.3. Medical and Hazardous Waste: Mold. (a) Tenant, at Tenant's sole cost and expense, shall be responsible for medical, special and infectious waste removal for the Premises and the maintenance and storage thereof pending removal, all in accordance with all applicable laws, regulations and orders. Tenant shall not cause or permit the release or disposal of any hazardous substances, wastes or materials, or any medical, special or infectious wastes, on or about the Premises or the Building. "Hazardous substances" as such term is used in this Agreement means any hazardous or toxic substance, material or waste, regulated or listed pursuant to any federal, state or local environmental law, including without limitation, the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide, Rodenticide Act, the Safe Drinking Water Act and the Occupational Safety and Health Act. Tenant shall comply with all rules and policies set by Landlord, and with all federal, state and local laws, regulations and ordinances which govern the use, storage, handling and disposal of hazardous substances, wastes or materials and medical, special or infectious wastes. Tenant shall indemnify, defend and hold Landlord harmless from and against any claims or liability arising out of or connected with Tenant's failure to comply with the terms of this Section 5.3, which terms shall survive the expiration or earlier termination of this Lease. If Landlord decides to provide medical, special and infectious waste removal services for its tenants (which decision may be made in Landlord's sole discretion), Tenant may elect to contract separately with Landlord for such services; provided that Tenant shall pay Landlord a reasonable fee for the provision of such service, the amount of which shall be determined by Landlord. (b) Tenant shall not permit undue accumulations of garbage, trash, rubbish or other refuse within the Premises and shall keep all refuse in proper containers until disposal of such refuse. Tenant shall not permit the mixing or disposal of any hazardous substances, wastes or materials or any medical, special or infectious waste with the general office refuse and Landlord shall have no duty or obligation to remove any hazardous substances, wastes or materials or any medical, special or infectious waste from the Premises (except as provided by separate contract as set forth above in Section 5.3(a)). (c) Tenant acknowledges that mold, mildew, fungi and bacteria are naturally occurring organisms. Tenant acknowledges that it has had the opportunity prior to occupying the Premises to test the Premises, at its own expense, for the presence of mold, mildew, fungi and other harmful bacteria (mold, mildew, fungi and harmful bacteria shall be referred to herein as "Organics"). Tenant shall provide Landlord with a copy of any such test results. Tenant covenants, warrants and agrees that (i) Tenant shall not take or omit to take any action with respect to its use of the Premises so as to cause or contribute to the growth of Organics in the Premises or the Building, and (ii) Tenant shall (A) keep the Premises adequately ventilated at all times, (B) repair any condition of the Premises which could cause or contribute to the growth of Organics including, without limitation any condition which causes or permits water to collect or condense within the Premises, (C) maintain indoor humidity within the Premises at a reasonable level (no higher than 60%), (D) regularly inspect all window areas or other areas where water may condense in or leak into the Premises, and (E) if and to the extent the maintenance and repair of the HVAC units serving the Premises are Tenant's responsibility, cause such HVAC units to be inspected and cleaned periodically. Tenant shall immediately notify Landlord in writing of any visible signs of the presence or growth of Organics in the Premises or in the common areas of the Building or of any water leak or excessive water condensation in the Premises or in the common areas of the Building. Furthermore, Tenant shall immediately notify Landlord in writing if Tenant has reasonable cause to believe that the growth of Organics has or will occur in the Premises or in any other portion of the Building. Tenant shall use its best efforts to remove immediately from the Premises any water that (i) leaks into the Premises from inside or outside the Building, (ii) runs into the Premises from any break or damage to any pipes, appliances or plumbing works, (iii) overflows into the Premises from any faucet, sink or tub, or (iv) condenses in the Premises. Tenant shall promptly (x) repair any damage to the Premises caused by any such water leak, run overflow or condensation, and (z) return the Premises to the condition in which it existed immediately prior to such water leak, run overflow or condensation. Furthermore, Tenant at its sole cost and expense shall be responsible for remediating and removing all Organics from the Premises. Landlord shall not be responsible for remediating or removing any Organics from the Premises (unless Landlord at its option elects to remediate and remove Organics from the Premises) and Landlord shall specifically not be liable for any damage, injury or loss of any kind, to persons or property, including without limitation consequential damages, arising out of the presence of any form of Organics in the Premises or in the Building. If any water leak, run overflow or condensation in the Premises or in any other portion of the Building is caused by the action or negligence of Tenant, then at Landlord's option, if requested by Landlord in writing, Tenant shall reimburse and pay to Landlord the cost of any assessment or report obtained by Landlord with respect to the presence or growth of Organics in the Premises and/or such other portion of the Building. 5.4. Landlord's Repairs. Except as provided in Section 5.5(b), Landlord shall maintain in good repair the Building, the common areas and facilities of the Building used by Tenant, the mechanical, plumbing and electrical systems of the Premises, the walls, floors, doors, windows and all structural elements of the Premises (excepting painting and repair or replacement of floor or wall coverings). Except as otherwise specifically provided in Section 5, Landlord shall have no duty to maintain, repair, clean or service the Premises. 5.5. Tenant's Repairs. (a) Tenant shall maintain the Premises in good repair and condition and shall make all repairs and replacements and perform all maintenance necessary to keep the Premises in such condition, except to the extent such maintenance, repairs and replacements are to be provided by Landlord pursuant to this Section 5. 4849-4874-9625.3 4 0) N tW Gross Lease 5/01 /08 (b) In addition, Tenant shall promptly repair, in a good and workmanlike manner, any damage to the Premises or other part of the Building caused by any breach of this agreement to maintain the Premises, any misuse of the Premises or any part thereof, or any willful or negligent act or omission of Tenant, or of any employee, agent or invitee of Tenant. If Tenant fails to do so, Landlord shall have the right to repair any such damage and Tenant shall pay Landlord for the cost of all such repairs, plus interest at the Interest Rate (as defined in Section 21.9). SECTION 6. ALTERATIONS Tenant may not make any changes, alterations, improvements or additions to the Premises or attach or affix any articles thereto without Landlord's prior written consent, which consent Landlord shall not unreasonably withhold. All changes, alterations, improvements or additions which may be made upon the Premises by Landlord or Tenant (except unattached trade fixtures and office furniture and equipment owned by Tenant) shall not be removed by Tenant, but shall become and remain the property of Landlord. All changes, alterations, improvements and additions to the Premises shall be done only by Landlord or contractors or mechanics approved by Landlord, and shall be at Tenant's sole expense and at such times and in such manner as Landlord may approve. If Tenant shall make any changes, alterations, improvements or additions to the Premises, Landlord may require Tenant, at the expiration of this Lease, to restore the Premises to substantially the same condition as existed at the commencement of the Term. The interest of Landlord shall not be subject to liens for improvements made by Tenant in and to the Premises. Tenant shall notify every contractor making such improvements of the provisions set forth in the preceding sentence of this paragraph. Any mechanics or materialmen's lien for which Landlord or Tenant has received a notice of intent to file or which has been filed against the Premises or the Building arising out of work done for, or materials furnished to or on behalf of Tenant, its contractors or subcontractors shall be discharged, bonded over or otherwise satisfied by Tenant within ten (10) days following the earlier of the date Tenant receives (a) notice of intent to file a lien or (b) notice that the lien has been filed. If Tenant fails to discharge, bond over, or otherwise satisfy any such lien, Landlord may do so at Tenant's expense, and the amount expended by Landlord, including reasonable attorneys' fees, shall be paid by Tenant within ten (10) days following Tenant's receipt of a bill from Landlord. SECTION 7. DAMAGE TO PROPERTY - INJURY TO PERSONS; INSURANCE 7.1. Tenant's Indemnity. Subject to Section 21.5 hereof, Tenant shall and hereby does indemnify, defend and hold harmless Landlord and its agents from and against any and all claims, demands, actions, losses, damages, orders, judgments, costs and expenses (including, without limitation, reasonable attorneys' fees and costs of litigation) incurred by Landlord and/or its agents as a result of or arising from: (a) the use or occupancy of the Premises by Tenant or any subtenant of Tenant; (b) any willful or negligent acts or omissions of Tenant, any subtenant of Tenant or Tenant's or such subtenant's agents, employees, contractors or invitees; or (c) any breach or violation by Tenant of the terms of this Lease. 7.2. Landlord's Indemnity. Subject to Section 21.5 hereof, Landlord shall and hereby does indemnify, defend and hold harmless Tenant from and against any and all claims, demands, actions, losses, damages, orders, judgments, costs and expenses (including, without limitation, reasonable attorneys' fees and costs of litigation) incurred by Tenant as a result of or arising from: (a) any accident or occurrence occurring within the Building or the common areas and facilities, arising out of the negligence or intentional misconduct of Landlord, or of Landlord's agents, employees or contractors; or (b) any breach or violation by Landlord of the terms of this Lease. 7.3. Insurance. Tenant shall, throughout the Term, at its sole cost and expense, provide and keep in force, with responsible insurance companies reasonably acceptable to Landlord, insurance with respect to this Lease and the Premises in the following amounts for any one accident or occurrence: (a) commercial general liability insurance written on an occurrence basis with limits for property damage claims of not less than $100,000 and limits for personal injury or death not less than $1,000,000 per person and $1,000,000 per occurrence; and (b) casualty insurance insuring Tenant against loss or damage to its equipment and other personal property in the Premises by fire and all other casualties usually covered under an "all risk" policy of casualty insurance. To the extent Landlord also maintains any insurance in any way connected with the Premises, Landlord's insurance shall be excess coverage and Tenant's insurance shall be primary coverage. The policies described herein shall be endorsed to include Landlord and its Property Manager as additional insureds. The policies required herein shall contain an agreement by the insurer that it will not cancel the policy except after not less than ten (10) days' prior written notice to Landlord and that any loss otherwise payable under the policy shall be payable notwithstanding any act or negligence of Landlord or Tenant that might, absent such agreement, result in a forfeiture of all or a part of the insurance payment. Tenant shall furnish the Landlord with proof of all such insurance at least annually and upon demand of the Landlord. 7.4. Waiver of Liability. Neither Landlord nor its agents shall be liable for any damage to property entrusted to employees of the Building, nor for loss of or damage to any property by theft or otherwise, nor for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface, or from any other place or resulting from dampness or any other cause whatsoever, unless caused by or due to the negligence of Landlord, its agents, servants or employees. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises or in the Building or of defects therein or in the fixtures or equipment. Tenant hereby acknowledges that Landlord shall not be liable for any interruption to Tenant's business for any cause whatsoever, and that Tenant shall obtain business interruption insurance coverage should Tenant desire to provide coverage for such risk. SECTION 8. DAMAGE OR DESTRUCTION A total destruction of the Building in which the Premises are located shall automatically terminate this Lease as of the date of such destruction. If the Building is damaged or destroyed by fire or other casualty (collectively "Casualty") and if as a result thereof Landlord elects to close and/or demolish the Building or the wing(s) or floor(s) thereof in or upon which the Premises are located, then Landlord shall notify Tenant in writing thereof and this Lease shall terminate (a) as of the date of the Casualty if Tenant has been unable to use or access the Premises as a result of such Casualty, or (b) if Tenant has been able to use and access the Premises after such Casualty, then on the ninetieth (901") day after Landlord delivers such written notice to Tenant. If the Premises are damaged by a Casualty and this Lease is not terminated as provided above, then Landlord shall notify Tenant in writing within sixty (60) days after the date of the Casualty of whether or not Landlord elects to repair the Premises. If Landlord delivers to Tenant written notice that Landlord elects not to repair the Premises (the "No Repair Notice'), then either party may terminate this Lease by delivering written notice of termination to the other party not more than fifteen (15) days after Landlord's delivery to Tenant of the No -Repair Notice. If Landlord delivers to Tenant written notice that Landlord elects to repair the Premises (the "Repair Notice'), then such Repair Notice shall include Landlord's good faith estimate of the date by which such repairs will be substantially completed (the "Estimated Completion Date'). If the Estimated Completion Date is more than one hundred eighty (180) days after the date of the Casualty, then either party may terminate this Lease by delivering written notice of termination to the other party not more than fifteen (15) days after Landlord's delivery to Tenant of the Repair Notice. If a notice of termination is given pursuant to one of the three preceding sentences, then this Lease shall terminate (a) as of the date of the Casualty if Tenant has been unable to use or access the Premises as a result of such Casualty, or (b) if Tenant has been able to use and access the Premises after such Casualty, then on the thirtieth (30th) day after delivery of such termination notice. If the Premises are damaged by a Casualty and this Lease is not terminated, then the damage to the Premises shall be repaired by and at the expense of Landlord, provided Landlord shall not be required to repair or replace any personal property or trade fixtures located in the Premises. Landlord shall use good faith efforts to cause such repairs to be substantially completed by the Estimated Completion Date without the payment of overtime or other premiums; provided, however, Tenant understands Landlord cannot guarantee completion by that date. Tenant acknowledges and agrees that completion of such repairs may be delayed by (i) any combination action of workmen (either those employed on the project or in any industry essential to the conduct of the work) such as strikes, embargoes, or lockouts; (ii) acts of government; (iii) acts of God; (iv) shortage of materials, energy, fuel, equipment, facilities or labor; or (v) by other causes that are beyond Landlord's control and Tenant agrees that completion of such repairs and the Estimated Completion Date will be extended accordingly. Until the earlier of the termination of this Lease or the completion of repairs, as the case may be, Rent shall be abated 4849-4874-9625.3 N Gross Lease 5/01 /08 in proportion to the part of the Premises which is unusable by Tenant in the conduct of Tenant's business; provided, however, Rent shall not abate if the Casualty is due to the negligent acts or omissions of Tenant or Tenant's employees, agents or contractors. SECTION 9. EMINENT DOMAIN If the Building, the Premises or a material part of either shall be taken by any authorized entity by eminent domain or by negotiated purchase under threat thereof, so that the Premises shall become totally untenantable, this Lease shall terminate as of the earlier of the date when title or possession thereof is acquired or taken by the condemning authority and all rights of Tenant in this Lease shall immediately cease and terminate. If a part of the Building or a portion of the Premises shall be taken such that the Premises becomes only partially untenantable, Base Rent shall be proportionately abated. All compensation awarded for any taking (or the proceeds of negotiated sale under threat thereof) whether for the whole or a part of the Building or the Premises, shall be the property of Landlord, whether such proceeds or award is compensation for loss or damage to Landlord's or Tenant's property or their respective interests in the Premises, the Tenant hereby assigns all of its interest in any such award to Landlord. However, nothing contained herein shall be deemed to give Landlord any interest in or require Tenant to assign to Landlord any separate award expressly made to Tenant for: (a) the taking of personal property and fixtures belonging to Tenant; (b) the interruption of or damage to Tenant's business or profession; (c) the cost of relocation expenses incurred by Tenant; and (d) Tenant's unamortized cost of leasehold improvements; provided that the making of any such award to Tenant shall not reduce or diminish Landlord's award relating to such condemnation. Landlord may without any obligation or liability to Tenant stipulate with any condemning authority for a judgment of condemnation without the necessity of a formal suit or judgment of condemnation, and the date of taking under this clause shall then be deemed the date agreed to under the terms of said agreement or stipulation. SECTION 10. ASSIGNMENT AND SUBLETTING Tenant shall not, either voluntarily or by operation of law, directly or indirectly, sell, assign or transfer this Lease, in whole or in part, or sublet the Premises or any part thereof, or permit the Premises or any part thereof to be occupied by any person, corporation, partnership, or other entity except Tenant or Tenant's employees, without the prior written consent of Landlord in each instance. A transfer of stock control in Tenant, if Tenant is a corporation, or the transfer of a greater than forty-nine percent (49%) beneficial ownership interest in Tenant, if Tenant is a partnership, limited liability company or other entity, shall be deemed an act of assignment hereunder. In addition, any such subletting or assignment transaction shall be in all respects in compliance with the applicable provisions of the Medicare Anti Kick -Back Law, 42 USC 1320a-7(b)(1) and (2) and the Stark Self -Referral Prohibition Act, 42 USC 1395nn et. seq., as the same may be modified, supplemented or replaced from time to time, and all regulations promulgated thereunder from time to time. Any sale, assignment, mortgage, transfer or subletting of this Lease or the Premises which is not in compliance with the provisions of this Section 10 shall be void. The consent by Landlord to any assignment or subletting shall not be construed as relieving Tenant from obtaining the express prior written consent of Landlord to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. Should Landlord permit any assignment or subletting by Tenant and should the moneys received as a result of such assignment or subletting (when compared to the moneys still payable by Tenant to Landlord) be greater than would have been received hereunder had not Landlord permitted such assignment or subletting, then the excess shall be payable by Tenant to Landlord, it being the parties' intention that Landlord, and not Tenant, shall be the party to receive any profit from any assignment or subletting. In the event of any assignment or subletting approved by Landlord, the assignee or sublessee shall assume all of Tenant's obligations under this Lease and shall be bound to comply with all the terms and provisions of this Lease and Tenant and such assignee or sublessee shall be jointly and severally liable for the performance of Tenant's covenants under this Lease. SECTION 11. ACCEPTANCE OF PREMISES Tenant shall not occupy or use the Premises prior to the Commencement Date as determined pursuant to the first two sentences of Section 1 of this Lease. If Landlord is unable to deliver possession of the Premises to Tenant by the Commencement Date as determined pursuant to the first two sentences of Section 1, then (a) the Commencement Date shall mean the date that the Premises are available for occupancy as set forth in a written notice from Landlord to Tenant, and (b) Tenant shall take possession of the Premises within ten (10) days after receipt of written notice from Landlord that the Premises are available for occupancy. By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in its "as -is" condition, fit for occupancy, and acknowledged that the Premises are in satisfactory condition and repair. SECTION 12. DEFAULTS 12.1. Events of Default. The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant: (a) The vacating or abandonment of the Premises by Tenant prior to the expiration or earlier termination of this Lease. (b) A failure by Tenant to pay Rent or to make any other payment required to be made by Tenant hereunder within ten (10) days after same is due and payable. (c) A failure to maintain the insurance required pursuant to Section 7 of this Lease. (d) A violation of the terms of Section 10 of this Lease. (e) A failure to provide any declaration, document or instrument required pursuant to Section 18 of this Lease within the time period set forth in such Section. (f) The failure by Tenant to vacate and surrender the Premises by the date required pursuant to Section 16.1(b) or Section 16.2 hereof or by the date required pursuant to any other termination option or agreement set forth herein or in any amendment or other agreement. (g) A failure by Tenant to observe or perform any other obligation under this Lease to be observed or performed by Tenant, other than payment of any Rent, within thirty (30) days after written notice by Landlord to Tenant specifying wherein Tenant has failed to perform such obligation; provided, however, that if the nature of Tenant's obligation is such that more than thirty (30) days are required for its performance, then Tenant shall not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion by not later than ninety (90) days after Tenant receives Landlord's written notice. (h) The making by Tenant or any guarantor of this Lease of any general assignment for the benefit of creditors; the filing by or against Tenant or such guarantor of a petition to have Tenant or such guarantor adjudged a bankrupt or the filing of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant or such guarantor, the same is dismissed within sixty (60) days); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days. 4849-4874-9625.3 0) N 01 Gross Lease 5/01 /08 (i) The failure by Tenant or any affiliate or subsidiary of Tenant to observe or perform any term, covenant or condition under any other lease or agreement between (i) Tenant and such affiliate or subsidiary of Tenant, and (ii) Landlord or any affiliate or subsidiary of Landlord, and such failure shall have continued beyond any cure period for such failure set forth in such other lease or agreement. 122. Landlord's Default. Landlord shall not be deemed to be in default in the performance of any obligation required to be performed by it hereunder unless and until it has failed to perform such obligation within thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion. SECTION 13. REMEDIES 13.1. Remedies. In the event an event of default occurs on the part of Tenant as set forth in Section 12, Landlord may exercise one or more of the following described remedies, in addition to all other rights and remedies available at law or in equity, whether or not stated in this Lease: (a) Upon the occurrence of an event of default on Tenant's part as set forth in Section 12, Landlord may continue this Lease in full force and effect and shall have the right to collect Rent when due, and Landlord may re-enter the Premises with or without legal process and relet them, or any part of them, to third parties for Tenant's account and Tenant hereby expressly waives any and all claims for damages by reason of such re-entry, as well as any and all claims for damages by reason of any distress warrants or proceedings by way of sequestration which Landlord may employ to recover said rents. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Premises, including, without limitation, brokers' commissions, expenses of remodeling the Premises required by the reletting, reasonable attorneys' fees and costs and like costs. Reletting can be for a period shorter or longer than the remaining Term of this Lease, and in no event shall Landlord be under any obligation to relet the Premises except as otherwise expressly required by law. On the dates such rent is due, Tenant shall pay to Landlord a sum equal to the Rent due under this Lease, less the rent Landlord receives from any reletting. No act by Landlord allowed by this paragraph shall terminate this Lease unless Landlord notifies Tenant in writing that Landlord elects to terminate the Lease (b) At any time after the occurrence of an event of default by Tenant as described in Section 12, Landlord may terminate this Lease. Upon termination, Landlord shall have the right to collect an amount equal to the sum of the following: all expenses incurred by Landlord in recovering possession of the Premises, including reasonable attorneys' fees and costs; all reasonable costs and charges for the care of the Premises while vacant; all renovation costs incurred in connection with the preparation of the Premises for a new tenant; all past due Rent which is unpaid, plus interest thereon at the Interest Rate (as defined in Section 21.9); the unamortized portion of any and all tenant improvement, finish and/or renovation allowances provided by Landlord in connection with this Lease or any amendment or extension of this Lease (such amortization to be determined on a straight-line basis); and an amount by which the entire Rent for the remainder of the Tenn exceeds the loss of Rent that Tenant proves could have been reasonably avoided. (c) No termination of this Lease, or taking or recovering possession of the Premises with or without termination of this Lease, shall deprive Landlord of any remedies or actions against Tenant for Rent or for damages due or to become due for the breach of any covenant or condition in this Lease, nor shall the bringing of any such action for Rent, or breach of any covenant or condition, or the resort to any other remedy be herein construed as a waiver of the right to terminate or to obtain possession of the Premises as otherwise provided herein. No receipt of money by Landlord from Tenant after default or termination of this Lease shall: (i) reinstate, continue, or extend the Term or affect any notice given to Tenant, (ii) operate as a waiver of the right of Landlord to enforce the payment of Rent then due or to become due, or (iii) operate as a waiver of the right of Landlord to terminate the Lease, recover possession of the Premises or exercise any other remedy. (d) In the event of an "Unauthorized Holdover" (as defined in Section 16.1), then in addition to all other remedies available herein, at law or in equity, at Landlord's election, Tenant shall pay to Landlord any and all damages, losses, claims, demands, judgments, costs and expenses (including, without limitation, reasonably attorneys' fees and costs of litigation) incurred or suffered by Landlord as a direct or indirect result of or arising from Tenant's failure to timely vacate and surrender the Premises, including without limitation, any lost rent or profit resulting from any delay in Landlord's ability to deliver possession of the Premises to another tenant. 13.2. Additional Remedies. Should any of these remedies, or any portion thereof, not be permitted by the laws of the state in which the Building is located, then such remedy or portion thereof shall be considered deleted and unenforceable, and the remaining remedies or portions thereof shall be and remain in full force and effect. Landlord may avail itself of these as well as any other remedies or damages allowed by law. All rights, options and remedies of Landlord provided herein or elsewhere by law or in equity shall be deemed cumulative and not exclusive of one another. In the event Landlord employs the services of an attorney to enforce any of its rights under this Lease or to collect any sums due to it under this Lease or to remedy the breach of any covenant in this Lease on the part of Tenant to be kept or performed, Tenant shall pay to Landlord such reasonable fees and costs as shall be charged by Landlord's attorney for such services. SECTION 14. RULES AND REGULATIONS Tenant shall observe faithfully and comply strictly with the rules and regulations set forth on Addendum "A" attached to this Lease and made a part hereof, and such other rules and regulations as Landlord may from time to time reasonably adopt for the safety, care and cleanliness of the Building or the preservation of good order therein (the rules and regulations set forth on Addendum "A" attached hereto, together with any such other rules and regulations shall be referred to herein as the "Rules and Regulations"). Landlord shall not be liable to Tenant for violation of any such Rules and Regulations by any other tenant in the Building, or for the breach of any covenant or condition in any lease by any other tenant in the Building. By the signing of this Lease, Tenant acknowledges that Tenant has read the Rules and Regulations set forth on Addendum "A" attached hereto and has agreed to comply with the Rules and Regulations. SECTION 15. RIGHT OF ACCESS Upon reasonable notice to Tenant, Landlord and its employees, contractors and agents shall have free access to the Premises during all reasonable hours to inspect the Premises, to make reasonable repairs as required hereunder (provided, however, Landlord shall have no obligation as a result of such examination to make any repairs other than as expressly set forth herein), to remediate and remove Organics from the Premises (provided, however, Landlord shall have no obligation to remediate and/or remove Organics), to maintain and repair any pipes, ducts, conduits and the like in and through the Premises (whether the same service the Premises or other portions of the Building) and to exhibit the Premises to prospective purchasers, lenders or tenants. Furthermore, upon reasonable notice to Tenant, Landlord and its employees, contractors and agents shall have free access to the Premises during all reasonable hours to construct and install any and all supports, improvements, pipes, ducts, conduits, wires and mechanical equipment serving other portions of the Building, in, through, under or above the Premises that Landlord deems desirable therefor, without the same constituting an actual or constructive eviction of Tenant; provided, however, Landlord shall use reasonable efforts to minimize the disruption to Tenant's business. Furthermore, Tenant acknowledges that Landlord may from time to time, construct improvements on, in or about other portions of the Building or in the vicinity of the Building and Tenant 4849-4874-9625.3 7 rA N Gross Lease 5/01 /08 agrees that any noise resulting from such construction activities shall not constitute an actual or constructive eviction of Tenant or be deemed to violate any covenant of quiet enjoyment set forth in this Lease. If Landlord determines that as a result of any disruption caused by any construction described in this paragraph (excluding construction of renovations or tenant finishes to the Premises for the benefit of Tenant), Tenant is unable to use or occupy any portion of the Premises for the conduct of Tenant's business, then Landlord shall abate Rent for such period as reasonably determined by Landlord in proportion to the part of the Premises which is unusable by Tenant in the conduct of Tenant's business as reasonably determined by Landlord. Landlord and its agents shall have access to the Premises at any time without prior notice in the event of an emergency. SECTION 16. END OF TERM; HOLDOVER AND LEASE TERM EXTENSIONS 16.1. Surrender of Premises and Unauthorized Holdover. (a) At the termination or expiration of the Term of this Lease, Tenant shall surrender the Premises to Landlord in as good condition and repair as at the Commencement Date, reasonable wear and tear and damage by fire and extended coverage perils excepted, and will leave the Premises broom -clean. If not then in default, Tenant shall have the right prior to said termination to remove any equipment, furniture, trade fixtures or other personal property placed in the Premises by Tenant, provided that Tenant promptly repairs any damage to the Premises or the Building caused by such removal. Notwithstanding the foregoing, Tenant shall not have the right to remove any fixtures or equipment constructed or installed in the Premises by Landlord or Landlord's contractor or agents. All of Tenant's personal property not removed by Tenant on or before the termination or expiration of the Term of this Lease shall be considered abandoned by Tenant and may be appropriated, stored, sold, destroyed or otherwise disposed of by Landlord without first giving notice thereof to Tenant, without any payment to Tenant and without any obligation to account to Tenant therefor. If any low -voltage cable and/or wiring has been installed by Tenant or by Landlord at Tenant's request in the Premises or elsewhere in the Building (the "Low -Voltage Wiring"), then at Landlord's election, and at Tenant's sole cost and expense, such Low Voltage Wiring shall be removed by Tenant before the expiration or earlier termination of this Lease or removed by Landlord before or after the expiration or earlier termination of this Lease. Tenant shall reimburse Landlord upon demand by Landlord for all costs incurred by Landlord in removing or storing any abandoned personal property or Low -Voltage Wiring. (b) If Landlord notifies Tenant in writing that Tenant must vacate the Premises by the end of a Lease Term and Tenant holds over and remains in possession of the Premises after such Lease Term expiration date, or if Landlord or Tenant exercises any right or option to terminate this Lease or otherwise agree in writing to terminate this Lease and Tenant holds over and remains in possession of the Premises after the date by which Tenant is required to vacate and surrender the Premises, then such holding over shall operate as an extension of this Lease from month to month (such holdover shall be referred to herein as an "Unauthorized Holdover" and the term of such Unauthorized Holdover shall be referred to herein as an "Unauthorized Holdover Term"). Such Unauthorized Holdover Term shall be on all of the same terms and conditions as herein provided (other than the duration of the term) and Tenant shall pay Landlord monthly Base Rent for the period of its holdover equal to 120% of the amount of the monthly Base Rent installment due and payable hereunder for the last full month of the Term before such holdover. Such Unauthorized Holdover Tenn may be terminated by Landlord or Tenant delivering not less than thirty (30) days' prior written notice of termination to the other party. In the event of the delivery of any such notice of termination, this Lease shall terminate upon the later of the following (the "Unauthorized Holdover Termination Date"): (i) the date of termination set forth in such notice, (ii) the thirtieth (30th) day after the delivery of such notice to the non -terminating party, or (iii) such other date as may be agreed upon in writing by Landlord and Tenant. In the event of any such termination of this Lease, Tenant shall vacate and surrender the Premises to Landlord in accordance with the provisions of Section 16.1(a) of this Lease on or before the Unauthorized Holdover Termination Date. Notwithstanding anything to the contrary set forth herein, (x) no exercise of the foregoing termination option shall extend the term of this Lease and (y) if following the Unauthorized Holdover Termination Date, Tenant has not vacated and surrendered the Premises in accordance with Section 16.1(a) of this Lease, then this Lease shall not terminate, but instead shall continue as a new Unauthorized Holdover and the monthly Base Rent payable for such new Unauthorized Holdover shall increase to 120% of the amount of the monthly Base Rent due and payable hereunder for the immediately preceding Unauthorized Holdover Term. Notwithstanding anything to the contrary set forth herein, the Base Rent payable for any Unauthorized Holdover Term shall not exceed the amount permitted under the "Stark Law' (as defined in Section 21.13(a) hereof) as determined by Landlord. If any Unauthorized Holdover violates the Stark Law, and as a result of such violation (i) Landlord or any affiliate of Landlord is denied any payment for healthcare or related services under Medicare or any other "Federal Healthcare Program' (as defined in Section 21.13(c) hereof ), or (ii) Landlord or any affiliate of Landlord voluntarily or involuntarily refunds any payment for healthcare or related services under Medicare or any other Federal Healthcare Program, then in any such event, at Landlord's election, Tenant shall reimburse and pay to Landlord or such affiliate the amount of such denied or refunded payment. 16.2. Automatic One Year Extension Terms. (a) Landlord and Tenant acknowledge and agree that if the parties mutually desire to renew or extend the Term of this Lease, then the preferred method for accomplishing such renewal or extension shall be by the execution of a new lease of the Premises. Nothing set forth herein, however, shall obligate either Landlord or Tenant to execute a new lease. If the parties do not enter into a new lease of the Premises, Tenant remains in possession of the Premises after the expiration of the Term of this Lease and such continued possession does not constitute an Unauthorized Holdover, then in order to prevent such continued possession from violating the Stark Law, the parties agree that this Lease shall be extended automatically for an additional term of one (1) year (each such one (1) year term, a "One Year Extension Term"). Except as otherwise expressly provided in Section 16.1(b) above, Tenant's failure to vacate and surrender the Premises in accordance with Section 16.1(a) above upon the expiration of the Term of this Lease shall constitute Tenant's incontestable and irrevocable consent and agreement to extend the Term of this Lease by such One Year Extension Term upon such terms and conditions as provided in this Section 16.2. Such One Year Extension Term shall be on the same terms and conditions as contained in this Lease, except as provided otherwise in this Section 16.2. Annual Base Rent for each One Year Extension Term (the "New Base Rent"), shall be determined as set forth below. (1) Landlord shall endeavor to notify Tenant in writing of the New Base Rent payable for the Premises during an One Year Extension Term (a "New Base Rent Notice") not less than 45 days prior to the commencement of such One Year Extension Term; provided, however, failure to deliver a New Base Rent Notice to Tenant 45 or more days prior to the commencement of such One Year Extension Term shall not constitute a breach or violation of the terms of this Lease by Landlord. Annual Base Rent for an One Year Extension Term as set forth in a New Base Rent Notice shall be the amount equal to the fair market rental value of the Premises, on an annual basis, as determined by Landlord. Landlord and Tenant agree that delivery of a New Base Rent Notice before or after the exercise of any right or option to terminate this Lease shall not be deemed to void, cancel or otherwise affect the exercise of such right or option to terminate unless Landlord and Tenant agree in writing to cancel the exercise of such right or option to terminate. (2) If Landlord delivers the New Base Rent Notice to Tenant 45 or more days prior to the commencement of such One Year Extension Term, then the annual New Base Rent for such One Year Extension Term shall be the annual Base Rent for the Premises as set forth in such New Base Rent Notice. If Landlord fails to deliver the New Base Rent Notice to Tenant 45 or more days prior to the commencement of such One Year Extension Term or if Landlord does not deliver a New Base Rent Notice, then the annual New Base Rent rate for such One Year Extension Term shall be 115% of the amount of the annual Base Rent rate in effect immediately prior to the commencement of such One Year Extension Term. Beginning on the first day of such One Year Extension Term and thereafter for the remainder of such One Year Extension Term, Tenant shall pay the New Base Rent in equal monthly installments on the first day of each month of such One Year Extension Term. The parties agree that delivery of a New Base Rent Notice to Tenant less than 45 days prior to the commencement of an One Year Extension Term shall not effect the calculation or determination of the New Base Rent payable for such One Year Extension Term. Subject to the rights to terminate this Lease pursuant to this Section 16.2, the determination pursuant to this paragraph of the New Base Rent payable for an One Year Extension Term shall be incontestably binding on Tenant, shall not require the execution of any additional agreements by the parties, and shall be effective regardless of any objection to or rejection of the One Year Extension Term or the New Base Rent amount by Tenant. (b) Notwithstanding anything to the contrary set forth in this Lease, (1) Landlord may terminate this Lease effective at any time during an One Year Extension Term by delivering written notice of termination to Tenant at any time, and (2) Tenant may terminate this Lease effective at any time during an One Year Extension Term by delivering written notice of termination to 4849-4874-9625.3 R 0) IV 4 Gross Lease 5/01/08 Landlord no later than the thirtieth (30th) day after the commencement of such One Year Extension Term. Such notices may be delivered prior to the commencement of any such One Year Extension Term. In the event of the delivery of any such notice of termination, this Lease shall terminate upon the later of the following (the "One Year Extension Termination Date"): (i) the date of termination set forth in such notice, (ii) the thirtieth (30th) day after the delivery of such notice to the non -terminating party, or (iii) such other date as may be agreed upon in writing by Landlord and Tenant. In the event of any such termination of this Lease, Tenant shall vacate and surrender the Premises to Landlord in accordance with the provisions of Section 16.1(a) of this Lease on or before the One Year Extension Termination Date. Notwithstanding anything to the contrary set forth herein, (x) no exercise of the foregoing termination option shall extend the term of this Lease and (y) if following the One Year Extension Termination Date, Tenant has not vacated and surrendered the Premises in accordance with Section 16.1(a) of this Lease, then this Lease shall not terminate, but instead shall continue as an Unauthorized Holdover subject to Section 16.1(b). Upon termination as provided above, both parties shall be released of all obligations and liabilities arising under this Lease following the effective date of termination; provided that the parties shall remain liable for all obligations under this Lease that have accrued prior to such termination or are otherwise intended to survive termination of this Lease. SECTION 17. TRANSFER OF LANDLORD'S INTEREST In the event of any transfer or transfers of Landlord's interest in the Premises or in the real property of which the Premises are a part, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after the date of such transfer. SECTION 18. ESTOPPEL CERTIFICATE, ATTORNMENT, AND NON -DISTURBANCE 18.1. Estoppel Certificate. Within ten (10) days following receipt of Landlord's written request, Tenant shall deliver, executed in recordable form, a declaration to any person designated by Landlord: (a) ratifying this Lease; (b) stating the commencement and termination dates of the Lease; and (c) certifying (i) that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended (except by such writings as shall be stated); (ii) that all conditions under this Lease to be performed by Landlord have been satisfied (stating exceptions, if any); (iii) that no defenses, credits or offsets against the enforcement of this Lease by Landlord exist (or stating those claimed); (iv) the sum of advance Rent, if any, paid by Tenant; (v) the date to which Rent has been paid; (vi) the amount of the Security Deposit, if any, held by Landlord; and (vii) such other information as Landlord reasonably requires. Persons receiving such statements of Tenant shall be entitled to rely upon them. 18.2. Sale of Landlord's Interest. In the event of the assignment of this Lease pursuant to any sale or assignment of Landlord's interest in the Premises or the Building, then upon Tenant's receipt of written notice of such sale or assignment, Tenant shall attorn to and recognize such purchaser or assignee as Tenant's landlord under this Lease, and shall promptly execute and deliver any instrument that may be necessary to evidence such attornment. Upon the effective date of any such sale or assignment, the assigning Landlord shall be released from all covenants and conditions as Landlord hereunder. Except as may be provided otherwise in Section 18.3 or Section 18.4, and without further agreement between the parties, the purchaser or assignee shall be deemed to have assumed all covenants and conditions of Landlord hereunder and this Lease shall continue in full force and effect as a direct lease between such purchaser or assignee, as Landlord, and Tenant, subject to all of the terms, covenants and conditions of this Lease, regardless of whether Tenant executes and delivers the instrument requested by such successor landlord. No consent of Tenant shall be required in the event of any such sale or assignment which is made subject to this Lease, or to any sale or conveyance of the Building or the Premises pursuant to which Landlord leases the Building or Premises back from such purchaser or other transferee, in which case this Lease shall remain in full force and effect as a sublease between Landlord, as sublessor and Tenant, as sublessee. 18.3. Subordination. This Lease shall be subject to and subordinate and inferior at all times to the lien of any mortgage, to any deed of trust or other method of financing or refinancing now or hereafter existing against all or a part of Landlord's interest in the Premises, the Building or the real property upon which the Building is located, and to any existing or future lease by which Landlord as tenant leases the Premises, the Building and/or the ground upon which the Building is located (in which latter instance this Lease is a sublease), and to all renewals, modifications, replacements, consolidations and extensions of any of the foregoing. Tenant shall execute and deliver all documents requested by any mortgagee, deed of trust or security holder or lessor to effect such subordination. If Tenant fails to execute and deliver any such document requested by a mortgagee, deed of trust or security holder or lessor to effect such subordination, Landlord is hereby authorized to execute such documents and take such other reasonable steps as are necessary to effect such subordination on behalf of Tenant as Tenant's duly authorized irrevocable agent and attorney -in -fact, it being agreed that such power is one coupled with an interest. Tenant's failure to execute and deliver such documents or instruments provided for in this Section 18 within fourteen (14) days after the receipt by Tenant of a written request shall constitute a default under this Lease. In the event of any foreclosure, sale in lieu of foreclosure or other sale or transfer of the Premises, the Building or the real property upon which the Building is located pursuant to any such mortgage, deed of trust or other security agreement or in the event of the termination or expiration of the lease, if any, by which Landlord as tenant leases the Premises, the Building and/or the ground upon which the Building is located, the purchaser or the lessor under such lease, as the case may be, at its option, may take over and assume the rights and interests of Landlord under this Lease (but such purchaser or lessor shall have no obligation to do so), and in such event, Tenant shall attorn to such purchaser or lessor pursuant to the provisions of this Lease; provided that, such purchaser or lessor shall not (i) be liable for any previous act or omission of Landlord under this Lease, (ii) be subject to any offset, not expressly provided in this Lease, which theretofore accrued to Tenant against Landlord, or (iii) be bound by any previous prepayment of more than one (1) month's Rent. 18.4. Subordination to Prime Lease (a) The Building or the Premises are leased to Landlord pursuant to that certain N/A, dated as of N/A (said lease as amended or renewed and any replacement lease effective upon the expiration of said lease shall hereinafter be referred to as the "Prime Lease"), between N/A, as lessor/landlord (said lessor/landlord, its successors and assigns shall be referred to herein as the "Prime Lessor"), and Landlord, as lessee/tenant. Unless renewed or extended, the current term of the Prime Lease will expire on N/A. Accordingly, this Lease is a sublease and is subject and subordinate to the Prime Lease and to all of the matters to which the Prime Lease is or shall be subordinate. Notwithstanding anything to contrary provided elsewhere in this Lease, if the Prime Lease expires or otherwise terminates prior to the date of expiration of the term of this Lease (including without limitation, any extension of the term pursuant to Section 16 or pursuant to any amendment to this Lease) and such Prime Lease is not renewed or extended, then the term of this Lease shall expire and terminate on the date of expiration or termination of the Prime Lease unless Prime Lessor assumes this Lease as provided in Section 18.3 above. Tenant shall indemnify and hold Landlord harmless from and against any and all claims, demands, actions, losses, damages, orders, judgments, costs and expenses (including, without limitation, holdover rent and damages payable under the Prime Lease, reasonable attorneys' fees and costs of litigation) incurred by Landlord as a result of or arising from Tenant's failure to vacate and surrender the Premises in accordance with the terms of Section 16.1(a) of this Lease on or before the date of expiration or termination of the Prime Lease. Tenant acknowledges that Landlord shall have no obligation to renew or extend the term of the Prime Lease or enter into a new lease with Prime Lessor; provided, however, Landlord shall notify Tenant of any renewal or extension of the term of the Prime Lease or of the execution of any new lease with Prime Lessor for the Building or Premises. (b) Insofar as Prime Lessor is or may be obligated to furnish any services to the Premises, to repair or rebuild the Premises or the Building, to perform any other act whatsoever with respect to the Premises or the Building or to perform any obligation or satisfy any condition of the Prime Lessor under the Prime Lease, Tenant expressly acknowledges and agrees that notwithstanding anything to the contrary provided in this Lease, Landlord does not undertake the performance or observance of such obligations. Furthermore, Tenant expressly acknowledges and agrees that notwithstanding anything to the contrary provided in this Lease, if Landlord does not possess the requisite right, power or authority under the Prime Lease to provide or perform any 4849-4874-9625.3 9 N 00 Gross Lease 5/01 /08 service, duty or obligation required by the terms of this Lease, then Landlord shall have no obligation under this Lease to provide or perform such service, duty or obligation. Landlord, however, agrees to use commercially reasonable efforts to obtain Prime Lessor's performance of Prime Lessor's obligations under the Prime Lease for Tenant's benefit, but without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Tenant, Landlord fails or refuses to take commercially reasonable actions for the enforcement of Landlord's rights against Prime Lessor with respect to the Premises, Tenant shall have the right to take such action in Tenant's own name. Tenant shall be subrogated to such rights to the extent that the same shall apply to the Premises. (c) This Section 18.4 shall not apply if in Section 18.4(a) above, the name of the Prime Lessor is not inserted or either "None" or "N/A" is inserted for the name of the Prime Lessor SECTION 19. NOTICES (a) Any notice required or permitted to be given hereunder shall be in writing and may be given by: (i) hand delivery and shall be deemed given, delivered and received on the date of delivery; (ii) registered or certified mail and shall be deemed given, delivered and received on the third day following the date of mailing; or (iii) overnight delivery and shall be deemed given, delivered and received on the following day. (b) All notices to Tenant shall be addressed to Tenant at the Building of which the Premises are a part and to Landlord as follows (or to any other address that Landlord shall designate in writing): Denton Re ional Medical Center With a copy to: And to: 3535 S. 1-35E Denton, Texas 76210 HCA Inc. Lincoln Harris, CSG Attention: Administration One Park Plaza 3537 S. 1-35E. Suite 205 Nashville, TN 37203 Denton, Texas 76210 Attention: Vice President, Real Estate Attention: Property Manager (c) In the event a party hereto delivers written notice by a method not authorized pursuant to Section 19(a) above (e.g. fax or email)(a "Nonconforming Notice"), (i) such Nonconforming Notice shall be deemed to be duly given, delivered and received if and only if the recipient of such Nonconforming Notice acknowledges its receipt and acceptance of such Nonconforming Notice in writing by a method authorized in Section 19(a) or by the same method as such Nonconforming Notice was delivered to such recipient, and (ii) the date such Nonconforming Notice shall be deemed to have been given, delivered and received shall be the date of acceptance of such Nonconforming Notice by the recipient thereof set forth in its written acknowledgment of receipt and acceptance. A Nonconforming Notice shall not be deemed given, delivered, received or accepted unless the recipient thereof shall have acknowledged its receipt and acceptance of such Nonconforming Notice in writing as provided above. Neither Landlord nor Tenant shall have any obligation to accept a Nonconforming Notice. SECTION 20. TERMINATION AS A RESULT OF DEATH OR DISABILITY 20.1. Right to Terminate. Provided that Tenant is a solo practitioner or a professional corporation with one shareholder, and provided that Tenant, at the time of such practitioner's or shareholder's death or "Permanent Disability" (as hereinafter defined), is not in default under any term or condition of this Lease, then subject to the terms of this Section, Tenant or the legal representative of his/her estate shall have the right to terminate this Lease by giving Landlord not less than sixty (60) days prior written notice of termination, accompanied by satisfactory documentation of death or Permanent Disability. Within thirty (30) days after Landlord's receipt of such notice of termination, Landlord shall notify Tenant or the legal representative of his/her estate in writing of the amount of the cancellation fee (the "Cancellation Fee") that shall be required as consideration for the termination of this Lease. The Cancellation Fee shall be the sum of (A) the amount determined by Landlord in its reasonable judgment to be the amount that is commercially reasonable under the circumstances existing at the time of exercise of this option to terminate, plus (B) the unamortized portion of any tenant improvements, finish or renovation allowance provided by Landlord in connection with this Lease remaining as of the effective date of termination (said amortization to be calculated on a straight-line basis over the entire Term). Payment of the Cancellation Fee, if any, shall be a condition precedent to the termination of this Lease under this Section. If such notice of termination shall be duly given, then this Lease shall terminate upon the later of (i) the date of termination set forth in such notice, (ii) the sixtieth (60th) day after the date of delivery of such notice of termination, (iii) the date Tenant or the legal representative of his/her estate pays the Cancellation Fee, or (iv) the date Tenant vacates and surrenders the Premises in accordance with Section 16.1(a) of this Lease. Tenant or the legal representative of his/her estate shall vacate and surrender the Premises to Landlord in accordance with the provisions of Section 16.1(a) of this Lease by the later of the date set forth in clause (i) or (ii) above. "Permanent Disability" shall mean that such practitioner or shareholder is medically determined to be permanently unable to practice medicine as a result of a permanent physical disability. 20.2. Corporations. Partnerships and Limited Liability Companies. If Tenant consists of two or more individual persons or entities and each such entity is wholly owned by an individual person or if Tenant is a partnership, limited liability company or corporation with two or more partners, members or shareholders who are each individual persons, Landlord agrees to release from liability under this Lease any deceased or Permanently Disabled person or partner (or any entity that is wholly owned by a deceased or Permanently Disabled person), and Landlord agrees to release from liability under any guaranty of this Lease any deceased or Permanently Disabled member or shareholder who has guaranteed this Lease; provided that (a) the remaining person(s) who constitute Tenant, the remaining partners and the remaining shareholder(s) or member(s) guarantying this Lease, as the case may be, assume all liabilities and obligations from which such person has been released, (b) Tenant is not in default under the terms of this Lease, and (c) no event has occurred which with the giving of notice and/or the passage of time would constitute a default by Tenant under this Lease. Upon the occurrence of any such death or Permanent Disability, Tenant may give Landlord written notice, which shall include satisfactory evidence of any Permanent Disability, and such release shall be effective upon execution of appropriate release and assumption agreements by the parties. SECTION 21. MISCELLANEOUS PROVISIONS 21.1. Attorneys' Fees. In the event that suit is brought by either party against the other for a breach or default under the terms of this Lease, the prevailing party shall be entitled to reasonable attorneys' fees, which sum shall be fixed by the court. 21.2. Time of Essence. Time is of the essence with respect to the performance of every provision of this Lease. 21.3. Headings: Certain Definitions. The Section and paragraph captions contained in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. 21.4. Incorporation of Prior Agreements: Amendments. This Lease, the Addenda and the Exhibits attached hereto and incorporated herein contain all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. 4849-4874-9625.3 10 0) N tO Gross Lease 5/01 /08 21.5. Waivers of Subrogation and Claims. Landlord and Tenant hereby mutually waive any and all claims and rights of recovery against one another based upon the negligence of either Landlord or Tenant or their agents or employees for real or personal property loss or damage occurring to the Premises or to the Building or any part thereof or any personal property located therein from perils which are able to be insured against in standard fire and extended coverage, vandalism and malicious mischief and sprinkler leakage insurance contracts (commonly referred to as "All Risk"), whether or not such insurance is actually carried. If either party's insurance policies do not permit this waiver of subrogation, then such party will obtain such a waiver from its insurer at its sole expense. Furthermore, notwithstanding anything to the contrary set forth herein, Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in or on the Premises from any cause other than Landlord's gross negligence or intentional misconduct, and Tenant hereby waives all claims in respect thereof against Landlord. 21.6. Waiver. No waiver by Landlord or Tenant of any breach or default of any term, agreement, covenant or condition of this Lease shall be deemed to be a waiver of any other term, agreement, covenant or condition hereof or of any subsequent breach by Landlord or Tenant of the same or any other term, agreement, covenant or condition. Landlord's consent to or approval of any act by Tenant requiring Landlord's consent or approval shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act of Tenant, whether or not similar to the act so consented to or approved. No act or thing done by Landlord or Landlord's agents during the Term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord. The subsequent acceptance of Rent shall not be deemed a waiver of any preceding breach by Tenant of any agreement, covenant or obligation of Tenant or any other term or condition of this Lease. No delay in billing or any failure to bill Tenant for any Rent, nor any inaccurate billing of Rent shall constitute a waiver by Landlord of its right to collect and to enforce Tenant's obligation to pay the full amount of Rent due and payable under this Lease, as the same may be adjusted or increased from time to time. 21 7. Accord and Satisfaction. No payment by Tenant or receipt by Landlord of an amount less than is due hereunder shall be deemed to be other than payment towards or on account of the earliest portion of the amount then due by Tenant, nor shall any endorsement or statement on any check or payment (or in any letter accompanying any check or payment) be deemed an accord and satisfaction (or payment in full) and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such amount or pursue any other remedy provided herein. 21.8. Quiet Enioyment. Subject to the terms, covenants, conditions and limitations set forth in this Lease, Tenant shall have quiet enjoyment and possession of the Premises free from eviction or interference by Landlord so long as Tenant pays as and when due the Rent and other charges provided herein and otherwise fully and punctually performs and complies with all the terms, covenants, conditions and limitations set forth in this Lease. 21.9. Late Payments. If any monthly installment of Base Rent or any payment of Additional Rent is not received by Landlord within ten (10) days after such installment or payment is due and payable (the "Late Payment Date'), then Tenant shall, upon demand, at Landlord's election, pay Landlord a late charge of five percent (5%) of the amount of such installment or payment. In addition, if any such past due installment of Base Rent or payment of Additional Rent is not received by Landlord within the thirty (30) day period following the Late Payment Date or within any subsequent thirty (30) day period, such past due installment or payment shall, upon demand, at Landlord's election, be subject to an additional late charge in the same amount for each such thirty (30) day period until paid. Such late charge is to defray the administrative costs and inconvenience and other expenses which Landlord will incur on account of such delinquency. If any amount payable to Landlord under this Lease are not paid in full on or before the due date thereof, then Tenant shall, upon demand, at Landlord's election pay interest on the unpaid balance at the lesser of the following rates (the "Interest Rate"): (a) the prime rate of interest as published by The Wall Street Journal from time to time, plus four percent (4%) per annum, with each change in such prime rate being effective on the date such change is published, or (b) the highest rate permitted by applicable law. 21.10. Binding Effect. This Lease shall be binding upon, and inure to the benefit of the parties hereto, their heirs, successors, assigns, executors and administrators. However, nothing in this Section shall be deemed to amend the provisions of Section 10 on assignment and subletting. If Tenant comprises more than one person or entity, then all such persons and entities shall be jointly and severally liable for the full and prompt performance of all obligations, indemnities and agreements to be performed or observed by Tenant under and pursuant to this Lease, including but not limited to the payment of Rent and any and all other sums required to be paid by Tenant hereunder when due. This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. 21.11. Charges and Fees. If Tenant requests from Landlord a "Requested Approval" (as defined below) and Landlord is willing to provide such Requested Approval, then if required by Landlord in its discretion, Tenant shall, at Landlord's option, either (A) pay to Landlord the fee set by Landlord for processing, negotiating and providing such Requested Approval, or (B) reimburse to Landlord the fees and costs paid by Landlord to its attorneys for the review, negotiation and preparation and/or modification of the Requested Approval and any additional documents or agreements Landlord may require in connection with such Requested Approval. If requested by Tenant, Landlord shall notify Tenant of the amount of the fee, if any, set by Landlord for processing, negotiating and providing such Requested Approval. Tenant shall pay such fee set by Landlord or such attorneys' fees and costs, as the case may be, within thirty (30) days after the submission to Tenant of an invoice for the same; provided, however, Landlord may in its discretion, require that any fee set by Landlord be paid prior to the granting of such Requested Approval. As used in this Section a "Requested Approval" shall mean (a) any consent, approval or waiver requested by Tenant with respect to (i) any permitted or prohibited use of the Premises, (ii) alterations and improvements to the Premises, (iii) any subletting or assignment, or (iv) any other change in the terms, conditions or provisions of this Lease or any other matter under this Lease, and (b) any estoppel certificate, lien waiver or other certificate or agreement requested by Tenant, with such modifications to such consent, approval, waiver, certificate of other agreement as are required by Landlord. If Tenant is required pursuant to the terms of this Lease to provide any certificate, statement or other information and Tenant fails to provide such certificate, statement or other information within the time period required under this Lease, then in addition to any other rights or remedies that Landlord may have under this Lease with respect to such failure, then if required by Landlord in its discretion, Tenant shall pay to Landlord an administrative processing fee in the amount of $100 (subject to adjustment from time to time by Landlord in its reasonable discretion and after delivery of written notice of such adjustment to Tenant) for each notice subsequent to the first notice sent to Tenant requesting such certificate, statement or other information, which fee shall be paid to Landlord within ten (10) days after invoiced to Tenant. If a specific time period is not provided, then the time period for delivering a certificate, statement and other information that is to be provided on request or demand shall be ten (10) days after request or demand. 21.12. Governing Law. This Lease shall be governed by the laws of the state where the Building is located 21.13. Regulatory Matters. (a) Landlord and Tenant enter into this Lease with the intent of conducting their relationship and implementing the agreements contained herein in full compliance with applicable federal, state and local law, including without limitation, the Medicare/Medicaid Anti -Kickback statute and regulations, as amended (the "Anti -Kickback Law"), and Section 1877 of the Social Security Act, as amended and the regulations promulgated thereunder (the "Stark Law"). Notwithstanding any unanticipated effect of any of the provisions of this Lease, neither party will intentionally conduct itself under the terms of this Lease in a manner that would constitute a violation of the Anti -Kickback Law or the Stark Law. Without limiting the generality of the foregoing, Landlord and Tenant expressly agree that nothing contained in this Lease shall require either party to refer any patients to the other, or to any affiliate or subsidiary of the other. (b) If any legislation, regulation or government policy is passed or adopted, the effect of which would cause either party to be in violation of such laws due to the existence of any provision of this Lease, then Landlord and Tenant agree to negotiate in good faith for a period of ninety (90) days to modify the terms of this Lease to comply with applicable law. Should the parties 4849-4874-9625.3 11 0) W O Gross Lease 5/01/08 hereto fail to agree upon modified terms to this Lease within this time, either Landlord or Tenant may immediately terminate this Agreement by giving written notice to the other party. (c) Tenant represents and warrants to Landlord that Tenant (i) is not currently excluded, debarred or otherwise ineligible to participate in Medicare or any federal health care program under section 1128 and 1128A of the Social Security Act, as amended or as defined in 42 U.S.C. § 1320a-7b(f), as amended (the "Federal Health Care Programs"); (ii) has not been convicted of a criminal offense related to the provision of healthcare items or services but has not yet been excluded, debarred, or otherwise declared ineligible to participate in any Federal Health Care Program; and (iii) is not under investigation or otherwise aware of any circumstances which may result in Tenant being excluded from participation in any Federal Health Care Program. The foregoing representation shall be an ongoing representation and warranty during the Term of this Lease and Tenant shall immediately notify Landlord of any change in the status of the representation and warranty set forth in this Section. Landlord shall have the right to immediately terminate this Lease in the event the representation and warranty set forth in this Section is or becomes untrue at any time. (d) For purposes of this Section of this Lease, "Protected Health Information", or "PHI", shall have the meaning defined by the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 160 and Subparts A and E of Part 164 (the "Privacy Standards"), as promulgated by the Department of Health and Human Services ("HHS") pursuant to the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended from time to time. Tenant agrees to reasonably safeguard PHI from any intentional or unintentional disclosure in violation of the Privacy Standards by implementing appropriate administrative, technical and physical safeguards to protect the privacy of PHI. Tenant further agrees to implement appropriate administrative, technical and physical safeguards to limit incidental disclosures of PHI, including disclosures to Landlord, its subcontractors and agents. The parties agree that neither the Landlord nor its contractors, subcontractors or agents shall need access to, nor shall they use or disclose, any PHI of Tenant. However, in the event PHI is disclosed by Tenant or its agents to Landlord, its contractors, subcontractors or agents, regardless as to whether the disclosure is inadvertent or otherwise, Landlord agrees to take reasonable steps to maintain, and to require its contractors, subcontractors and agents to maintain, the privacy and confidentiality of such PHI. The parties agree that the foregoing does not create, and is not intended to create, a "Business Associate' relationship between the parties as that term is defined by the Privacy Standards. (e) If the Stark Law applies to this Lease and there are any other contracts or agreements between Landlord and Tenant (or any "immediate family member" (as defined by the Stark Law) of Tenant), then Landlord shall include this Lease and such other agreements and contracts on Landlord's centrally maintained and updated master list of contracts. Such list of contracts is and shall be available for review by the Secretary of the U.S. Department of Health and Human Services upon request. (f) Tenant represents and warrants to Landlord that (a) neither Tenant nor any person or entity that owns a five percent (5%) or greater equity interest in Tenant nor any of Tenant's officers, directors, members, general or limited partners (Tenant and such owners, officers, directors, members and partners shall be referred to collectively as the "Tenant Owner") is a "Blocked Party" (as defined below); (b) Tenant is not controlled by, or acting, directly or indirectly, for or on behalf of, any Blocked Party; and (c) Tenant has not instigated, negotiated, facilitated, executed or otherwise engaged in this Lease, directly or indirectly, for or on behalf of any Blocked Party. The foregoing representation shall be an ongoing representation and warranty during the Term of this Lease and Tenant shall immediately notify Landlord of any change in the status of the representation and warranty set forth in this Section. Landlord shall have the right to immediately terminate this Lease in the event the representation and warranty set forth in this Section is or becomes untrue at any time. As used herein "Blocked Party" shall mean any party or nation that (a) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the U.S. Treasury ("OFAC") pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) or other similar requirements contained in the rules and regulations of OFAC (the "Order") or in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the "Orders") or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "Lists"), all as amended from time to time; or (b) has been determined by competent authority to be subject to the prohibitions contained in the Orders. 21.14 Landlord's Relocation Option. Subject to the terms and conditions set forth in this subsection, upon not less than ninety (90) days prior written notice to Tenant, Landlord shall have the right to relocate Tenant to other space designated by Landlord within the Building (the "Relocation Space"), provided that: (i) the floor area of such Relocation Space is not materially less than the floor area of the Premises, (ii) the tenant finishes in such Relocation Space are comparable to the tenant finishes in the Premises, (iii) the Base Rent for the Relocation Space is not more than the Base Rent for the Premises; (iv) such relocation shall be performed on a weekend so as to minimize any interruption to Tenant's business, and (v) Landlord shall reimburse Tenant for the costs of such relocation, including, without limitation, moving costs, installation of telecommunication and computer lines, and printing costs for new stationary. Reimbursement pursuant to clause (v) above shall be made to Tenant in the form of a rent credit which shall be applied towards the first month's rent due for the Relocation Space and will be based upon invoice(s) presented to Landlord itemizing the costs incurred and the services(s) rendered. Landlord and Tenant shall enter into a new lease for the Relocation Space (the "Relocation Space Lease"). effective as of the "Relocation Date" (as defined below in this subsection). The Relocation Space Lease shall be on Landlord's then current lease forms, shall set forth the base rental rate for the Relocation Space (the "Relocation Space Base Rent") and shall include such additional terms as Landlord and Tenant mutually agree. The Relocation Space Base Rent shall be an amount equal to the fair market rental value of the Relocation Space, on an annual basis. Such fair market rental value shall be determined by Landlord based on a survey of rental rates being charged in the market area which encompasses the Building for space comparable to the Relocation Space (taking into account the quality, age, floor level, quality of tenant improvements provided and other relevant factors) and assuming lease terms which allocate responsibility for taxes, insurance and other costs of operating, maintaining and repairing the building, the common areas and the Relocation Space in the same manner as this Lease. The effective date (the "Relocation Date") of any relocation and of any amendment changing the Premises from the Existing Space to the Relocation Space shall be the date Tenant physically relocates from the Existing Space to the Relocation Space. 21.15. Building Closure or Demolition. Tenant acknowledges and agrees that Landlord shall have the right (but not the obligation) to close or demolish the Building at any time during the term of this Lease. If Landlord decides to close or demolish the Building, then Landlord may terminate this Lease by giving Tenant not less than 180 days' prior written notice of termination. If Landlord delivers such notice of termination, then this Lease shall terminate upon the later of the following (the "Closure Termination Date"): (i) the date of termination set forth in such notice, (ii) the 180th day after the date Tenant receives such notice of termination from Landlord, or (iii) such other date as may be agreed upon in writing by Landlord and Tenant. In the event of any such termination of this Lease, Tenant shall vacate and surrender the Premises to Landlord on or before the Closure Termination Date. Notwithstanding anything to the contrary set forth herein, (x) no exercise of the foregoing termination option shall extend the term of this Lease and (y) if following the One Year Extension Termination Date, Tenant has not vacated and surrendered the Premises in accordance with Section 16.1(a) of this Lease, then this Lease shall not terminate, but instead shall continue as an Unauthorized Holdover subject to Section 16.1(b). The parties agree that in the event of any such termination, they shall not enter into a new agreement for the lease or occupancy of the Premises by Tenant at any time prior to one year after the Commencement Date. Upon termination as provided above, both parties shall be released of all obligations and liabilities arising under the Lease following the effective date of termination; provided that the parties shall remain liable under the provisions of the preceding sentence and for all obligations under the Lease that have accrued prior to such termination or are otherwise intended to survive termination of this Lease. Upon termination as provided above, both parties shall be released of all obligations and liabilities arising under this Lease following the effective date of termination; provided that the parties shall remain liable for all obligations under this Lease that have accrued prior to such termination or are otherwise intended to survive termination of this Lease. 4849-4874-9625.3 12 0) W 3 Gross Lease 5/01 /08 21.16. Submission of Lease. Submission of this Lease to Tenant does not constitute an offer to lease; this Lease shall become effective only upon execution and delivery thereof by Landlord and Tenant. 21.17. No Smoking. Tenant and its employees, representatives, contractors or invitees shall not smoke within the Building, in any common areas (inside or outside), or anywhere on the Hospital campus, or throw cigar or cigarette butts or other substances or litter of any kind in or about the Building, the common areas or the Hospital campus, except in receptacles for that purpose. 21.18. Radon Gas. (Applicable in Florida only) Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the local county public health unit. SECTION 22. ADDENDA The following Addenda and/or Riders are attached to this Lease and made a part hereof. Addendum A, Rules and Regulations, Addendum B, Guaranty; Firist Amendment. [signatures on next page] 4849-4874-9625.3 13 W N Gross Lease 5/01 /08 IN WITNESS WHEREOF, the parties have duly executed this Lease the day and year first above written (Witness Signature) (W tness Printed Name) } WITNESS As to Landlord: (Witness S nature) 1—huRlle ITLOY (Witness Printed Name) -� 1P & jzo= ( dness S nature) (VVitness Pr"ited Name) TENANT: Citv of Denton Texas. A Home Rule Municipal Corporation By (Signature) Name: Howard Martin Title: Interim City Manager Date: [Date must be inserted at time of execution] LANDLORD: Columbia Medical Center of Denton Subsidiary. L.P. dfb/a Denton Regional_Medical Center By: Columbia North_ Texas Subsidiga GP, LLC Its: General Partner By: . Sfe ve,K Name: p i Edgar Title: Chief Executive Officer J Date: ` 11 K// [Date must be inserted at time of execution] 4849-4874-9625.3 14 0) W W Gross Lease 5/01/08 CONDUCT ADDENDUM "A" TO MEDICAL OFFICE BUILDING LEASE RULES AND REGULATIONS Tenant shall not conduct its practice or business, or advertise such business, profession or activities of Tenant conducted in the Premises in any manner which violates local, state or federal laws or regulations. 2. HALLWAYS AND STAIRWAYS Tenant shall not obstruct or use for storage, or for any purpose other than ingress and egress, the sidewalks, entrance, passages, courts, corridors, vestibules, halls, elevators and stairways of the Building. NUISANCES Tenant shall not make or permit any noise, odor or act that is objectionable to other occupants of the Building to emanate from the Premises and shall not create or maintain a nuisance thereon. 4. MUSICAL INSTRUMENTS, ETC. Tenant shall not install or operate any phonograph, musical instrument, radio receiver or similar device in the Building in such manner as to disturb or annoy other tenants of the Building or the neighborhood. Tenant shall not install any antennae, aerial wires or other equipment outside the Building without the prior written approval of Landlord. 5. LOCKS With the exception of Tenant's pharmaceuticals locker or storage facility, no additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism thereof. Tenant must upon the termination of its tenancy restore to Landlord all keys to the Premises and toilet rooms either furnished to or otherwise procured by Tenant, and in the event of loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof. 6. OBSTRUCTING LIGHT, DAMAGE The sash doors, sashes window glass doors, lights and skylights that reflect or admit light into the halls or other places of the Building shall not be covered or obstructed. The toilets and urinals shall not be used for any purpose other than those for which they were intended and constructed, and no rubbish, newspapers or other substance of any kind shall be thrown into them. Waste and excessive or unusual use of water shall not be allowed. Tenant shall not mark, drive nails, screw or drill into, paint, nor in any way deface the walls, ceilings, partitions, floors, wood, stone or iron work. The expense of any breakage, stoppage or damage resulting from a violation of this rule by Tenant shall be borne by Tenant. Tenant shall be permitted to hang pictures on office walls, but it must be done in a workmanlike manner and in such a way as not to damage or deface such walls. 7. WIRING Electrical wiring of every kind shall be introduced and connected only as directed by Landlord, and no boring nor cutting of wires will be allowed except with the consent of Landlord. The location of the telephone, call boxes, etc., shall be subject to the approval of Landlord 8. EQUIPMENT, MOVING, FURNITURE, ETC. Landlord shall approve the weight, size and position of all fixtures, equipment and other property brought into the Building, and the times of moving which must be done under the supervision of Landlord. Landlord will not be responsible for any loss of or damage to any such equipment or property from any cause, and all damage done in the Building by moving or maintaining any such property shall be repaired at the expense of Tenant. All equipment shall be installed as required by law, and in accordance with and subject to written approval received on written application of Tenant. 9. REQUIREMENTS OF TENANT The requirements of Tenant will be attended to only upon application at the office of Landlord or its Property Manager. Employees of Landlord or its Property Manager shall not perform any work nor do anything outside their regular duties unless under special instructions from Landlord or its Property Manager. No such employees shall admit any person, Tenant or otherwise, to any other office without instruction from the office of Landlord or its Property Manager. All janitorial services personnel, guards or any outside contractors employed by Tenant shall be subject to the regulations and control of Landlord, but shall not act as an agent or servant of Landlord. 10. MEDICAL AND HAZARDOUS WASTES Tenant shall comply with all policies established from time to time by Landlord regarding the storage and disposal of hazardous substances, wastes and materials, and medical, special or infectious wastes. Tenant shall not dispose or flush down any drains any corrosive chemicals that might cause any damage to the Building or Premises plumbing. 11. ACCESS TO BUILDING Any person entering or leaving the Building may be questioned by Building security regarding his/her business in the Building and may be required to sign in and out. Anyone who fails to provide a satisfactory reason for being in the Building may be excluded. 12. VEHICLES, ANIMALS, REFUSE Tenant shall not allow anything to be placed on the outside window ledges of the Premises or to be thrown out of the windows of the Building. No bicycle or other vehicle, and no animal (other than seeing eye dogs) shall be brought into the offices, halls, corridors, elevators or any other parts of the Building by Tenant or the agents, employees or invitees of Tenant, and Tenant shall not place or permit to be placed any obstruction or refuse in any public part of the Building. 13. EQUIPMENT DEFECTS Tenant shall give Landlord prompt notice of any accidents to or defects in the water pipes, gas pipes, electric lights and fixtures, heating apparatus, or any other service equipment. 14. PARKING Unless otherwise specified by Landlord, Tenant and its employees may park automobiles only in spaces designated by Landlord for such purpose and shall in no event park in spaces reserved for public parking. Tenant agrees that Landlord assumes no responsibility of any kind whatsoever in reference to such automobile parking area or the use thereof by Tenant or its agents or employees. 15. CONSERVATION AND SECURITY Tenant will see that all windows and doors are securely locked, and that all faucets and electric light switches are turned off before leaving the Building. 16. SIGNAGE Tenant shall not place any sign upon the Premises or the Building without Landlord's prior written consent. 1911373.1 0) W ADDENDUM "B" TO MEDICAL OFFICE BUILDING LEASE GUARANTY As a material part of the consideration inducing Landlord to execute this Lease with Tenant, the undersigned, being one or more of the shareholders, members, partners or owners, as the case may be, of Tenant (who are collectively hereinafter referred to as the "Guarantors"), join in the execution of this Lease and jointly and severally, do hereby unconditionally guarantee the full performance by Tenant of all obligations, indemnities and agreements to be paid, performed or observed by Tenant under and pursuant to this Lease, including but not limited to the payment of Rent and any and all other sums required to be paid by Tenant hereunder when due. The Guarantors further hereby give and grant to Landlord the rights, power and authority, without notice to or approval of any of them and without in any way prejudicing, impairing or affecting any of the Guarantors' liability hereunder, to alter, extend or otherwise modify this Lease to the extent which may be agreed upon by Landlord and Tenant; to forbear or delay enforcing the payment of Rent or other sums due under the Lease or enforcing any other obligations of Tenant under the Lease; to release any other person liable for Tenant's obligations under the Lease or any other collateral Landlord may hold for the obligations of Tenant under the Lease; to proceed directly against the Guarantors or any of them on this Guaranty whether or not action is brought against Tenant and whether or not Tenant is joined in any such action, without resort to any security which may be held by Landlord, and without first having exhausted the remedies it may have against Tenant. The Guarantors hereby waive demand and/or notice of any kind including, but not limited to, notice of default or breach on the part of Tenant of any of the provisions of this Lease or notice of the existence, creation or incurring of any new, different, or additional obligation as aforesaid. This Guaranty is and shall be construed to be an irrevocable, absolute, unlimited and continuing guaranty of payment and performance, and the liability of each Guarantor hereunder and Landlord's right to pursue each Guarantor shall not be affected, delayed, limited, impaired or discharged, in whole or in part, by reason of any extension or discharge that may be granted to the Tenant, whether in proceedings under the Bankruptcy Code or any amendments thereof, or under any other state or other federal statutes, or otherwise. Each Guarantor expressly waives the benefits of any extension or discharge granted to Tenant or to any other Guarantor. This Guaranty shall survive notwithstanding the expiration or termination of the Lease and this Guaranty shall survive with respect to any sums previously received from Tenant or from any Guarantor that Landlord may be required to repay in any proceeding described in this paragraph Each Guarantor further agrees to pay Landlord upon demand reasonable attorneys' fees and all costs and other expenses incurred by it in collecting or compromising any obligation hereby guaranteed, or in enforcing this Guaranty against the Guarantors. The Landlord shall have the right, without affecting any Guarantor's obligations hereunder, and without demand or notice, to collect first from the Tenant, and to exercise its rights of setoff against any asset of the Tenant, and to otherwise pursue and collect from the Tenant any other indebtedness of the Tenant to the Landlord not covered by this Guaranty, and any sums received from the Tenant, whether by voluntary payment, offset, or collection efforts, may be applied by the Landlord as it sees fit, including the application of all such amounts to other debts not guaranteed by the Guarantors. Subrogation rights or any other rights of any kind of any Guarantor against the Tenant, if any, shall not become available until all indebtedness and obligations of the Tenant to the Landlord are paid in full. This Guaranty shall survive the expiration or termination of the Lease to the extent the obligations of the Tenant thereunder likewise survive. GUARANTOR(S): None Required (Signature) 4849-4874-9625.3 0) W 01 EXHIBIT A-1 Location of the Building or Description of the Land upon which the Building is Located TRACT LEASE PROPERTY DESCRIPTION Being 1.0474 acres of land and being a part of Lot 1 R-R, Block 1, Denton Regional Medical Center Addition, an addition to the City of Denton, Denton County, Texas as shown by the plat recorded in Cabinet'P', page 37 of the plat records of Denton County, Texas and a tract of land situated in the M.E.P and P.R.R. Co. Survey, Abstract No. 950, City of Denton, Denton County, Texas according to the deed recorded in Volume 3245, Page 699 of the real property records of Denton County, Texas and more particularly described by metes and bounds as follows: Commencing at 1/2-inch iron rod found at the southeast corner of Lot 1 R-R, Block 1, Denton Regional Medical Center Addition, an addition to the City of Denton, Denton County, Texas as shown by the plat recorded in the Cabinet 'P', page 37 of the plat records of Denton County, Texas, being the intersection of the northeast right-of-way line of Interstate Highway No. 35-E (a variable width right-of-way) and with the westerly right-of-way line of Mayhill Road (a 120 foot wide right-of-way); Thence along the westerly right-of-way line of said Mayhill Road as follows N 39058'23" E, along the east boundary line of said Lot I, 99.86 feet to a 1/2-inch iron rod found at the beginning of a curve to the left; Northeasterly, 522.24 feet along said curve to the left, having a radius of 1,270.00 feet, a central angle of 23033'38" and a chord bearing N 28011'34" E, 518.56 feet to a 1/2-inch iron rod found at the end of said curve, for the beginning of a curve to the left; Northeasterly, 43.76 feet along said curve to the left, having a radius of 790.00 feet, a central angle of 03'10'26" and a chord bearing N 05035'50" E, 43.76 feet to a 1/2-inch iron rod found at the end of said curve; N 56018'23" W, 617.52 feet to the Point of Beginning of the herein described 1.0474 acre tract of land. Thence around the boundary of said 1.0474 acre tract as follows: S 85004'30" W, 39.65 feet; S 04055'04" E, 10.83 feet; S 85004'21" W, 51 .12 feet; N 04055'34" W, 7.83 feet; S 85005'04" W, 14.52 feet to the Point of Beginning of a curve to the right; Northwesterly, 23.62 feet along said curve to the right, having a radius of 15.04 feet, a central angle of 89059'24" and a chord bearing N 49055" 3" W, 21.27 feet to the end of said curve; N 04055'31" W, 107.09 feet; N 49055'26" W, 27.86 feet; S 85004'29" W, 107.13 feet to the Point of Beginning of a curve to the right; Northwesterly, 23.57 feet along said curve to the right, having a radius of 15.00 feet, a central angle of 891159'55" and a chord bearing N 49055" 1" W, 21.22 feet to the end of said curve; N 04054'56" W, 14.56 feet; S 851104'26" W, 7.50 feet; N 04055'28" W, 40.12 feet; S 85004" 4" W, 15.50 feet; N 04055'21" W, 50.65 feet; N 85004'35" E, 214.34 feet; S 04055'24" E, 52.05 feet; S 49055'36" E, 26.55 feet; N 85004'51" E, 52.04 feet; S 04055'31" E, 188.33 feet to the Point of Beginning, and containing 1.0472 acres (45,616 square feet) of land. 4849-4874-9625.3 W EXHIBIT A-2 Floor Plan or Other Specific Description of Premises 4849-4874-9625.3 W 4 EXHIBIT B COMMENCEMENT DATE CERTIFICATE The undersigned Landlord and Tenant acknowledge and agree that pursuant to the terms of that certain Medical Office Building Lease, dated as of , 20 (the "Lease"), whereby Landlord leased to Tenant premises consisting of approximately 1,431 rentable square feet and known as Suite No. 3535A-1 in the building located at 3535A S. I-35E, Denton, Texas 76210, the `Commencement Date' of said Lease is and shall be , 20 , and the Expiration Date of the initial Term of said Lease is and shall be , 20 . In the event of a conflict between the terms of this Certificate and the terms of the Lease, the terms of this Certificate shall control. y Aad oat; SG,,,,;� y/•I�vs, �'7 Sc 7� TENANT: City of Denton Texas. A Home Rule Municipal Corporation (Witness Signature) By: (Signature) (Witness Printed Name) Ps rb x'.c.-A4 Name: ��! porn+ e"Ssy, �iTi �eex�r Title: r �y Date: fit.�F�1� [Date must be inserted at time of execution] WITNESS As to Landlord: Mfg-n;t,,WW w a 1 ■ a ■ ` LANDLORD: Columbia Medical Center of Denton Subsidiary, L.P. dfbfa Denton Regional Medical Center By: Columbia North Its: General Partner By: Sf Name: Ssaai;an Edca Title: Chief Executive Officer Date: [bate must be inserted at time of execution] 4849-4874-9625.3 0) W 00 FIRST AMENDMENT TO MEDICAL OFFICE BUILDING LEASE THIS FIRST AMENDMENT TO MEDICAL OFFICE BUILDING LEASE (this "Amendment") is made as of , 20 (the "Date of this Amendment"), by and between Columbia Medical Center of Denton. Subsidiarv, L.P. d/b/a Denton Regional Medical Center ("Landlord") City of Denton Texas, A Home Rule Municipal Corporation ("Tenant"), under the following circumstances: Landlord and Tenant are about to enter into that certain Medical Office Building Lease, dated as of , 20 (the "Lease"), whereby Landlord will lease to Tenant premises consisting of approximately 1,431 rentable square feet and known as Suite No. 3535A-1 (the "Premises") on the first 1st floor of the building located at 3535A S. 1-35E, Denton, Texas 76210; and In order to induce Tenant to execute the Lease, Landlord and Tenant are executing this Amendment in order to modify certain terms of the Lease. NOW THEREFORE, in consideration of the premises and the agreements and covenants contained herein, Landlord and Tenant agree that the Lease is amended and modified as follows: A. Amendments 1. Section 4. Section 4 of the Lease is amended as follows: (a) Replace the first sentence of Section 4.1(a) with the following: Tenant shall use and occupy the Premises as administrative office space and temporary housing and sleeping quarters for fire personnel during their on -duty hours, and for no other purpose whatsoever. (b) Delete in their entirety Section 4.1(c) and Sections 4.2, 4.3 and 4.4. 2. Section 5. Section 5 of the Lease is hereby amended as follows: (a) By deleting Section 5.1(d) in its entirety. (b) By deleting the first sentence of Section 5.2. (c) By revising the fifth sentence of Section 5.3 to read as follows: "To the extent permitted by Texas law, Tenant shall indemnify, defend and hold Landlord harmless from and against any claims or liability arising out of or connected with Tenant's failure to comply with the terms of this Section 5.3, which terms shall survive the expiration or earlier termination of this Lease." (d) By adding to the end of Section 5.5 the following: Tenant shall provide general janitorial and cleaning services for the Premises and shall be responsible for the costs of such services. 1 Section 7.1 Tenant's Indemnity. This Section is revised to read as follows: "Subject to Section 21.5 and to the extent permitted by Texas law, Tenant shall and —� hereby does indemnify, defend and hold harmless Landlord and its agents from and against any and all claims, demands, actions, losses, damages, orders, judgments, costs and expenses (including, without limitation, reasonable attorneys' fees and costs of litigation) incurred by Landlord and/or its agents as a result of or arising from: (a) the use or occupancy of the Premises by Tenant or any subtenant of Tenant; (b) any willful or negligent acts or omissions of Tenant, any subtenant of Tenant or Tenant's or such subtenant's agents, employees, contractors or invitees; or (c) any breach or violation by Tenant of the terms of this Lease." 4. Section 11: The Lease is amended by replacing Section 11 with the following: SECTION 11. CONSTRUCTION OF TENANT IMPROVEMENTS; ACCEPTANCE OF PREMISES 11.1. Landlord's Construction of Tenant Improvements. Except as otherwise set forth below, Landlord shall have no obligation to perform any work to prepare the Premises for Tenant's occupancy. Prior to Tenant's occupancy of the Premises, Landlord, at its expense 4816-4409-6825.6 W t0 (subject to the limitations hereinafter set forth), shall construct and install interior improvements to the Premises in substantial conformance with the "Plans and Specifications" (as hereinafter defined) therefor to be prepared by Landlord and approved by Tenant (such interior improvements to the Premises, being hereinafter referred to as the "Tenant Improvements"). Tenant acknowledges that dimensions to be shown in the Plans and Specifications, and in any leasing brochure, are approximate and may change due to field conditions. Tenant acknowledges that any existing model may contain items or special features which are not included in the Premises, such as furnishings and decorations, accessories, drapes, blinds or other window treatments, upgraded carpeting and flooring, wallpaper, paneling and other special wall treatments, upgraded fixtures and special lighting effects, mirrors, intercoms and extra or upgraded appliances. Tenant understands that Landlord's obligations hereunder (a) include only those Tenant Improvements as described in the Plans and Specifications approved by Tenant in accordance with paragraph 11.3 below, and (b) are limited as provided in Section 11.4. Furthermore, Tenant understands that unless otherwise agreed to by Landlord in Landlord's sole discretion, Landlord shall not be obligated to furnish or provide any work or improvements not described in the Plans and Specifications or any work or improvements requested by Tenant more than ninety (90) days after Commencement Date. 11.2. Scope of the Work. The Tenant Improvements to be constructed and installed by Landlord, all of which, unless otherwise approved by Landlord, shall be of material, manufacture, design, carpentry and finish of the building standard adopted by Landlord and shall include: air conditioning and heating systems, drywall partitioning, interior drywall or plaster, painting or all walls and nonacoustically treated ceilings (colors to be selected by Tenant using Landlord's building standard colors unless otherwise approved by Landlord), insulation, dropped or acoustical ceilings, office lighting, doors, frames, hardware, carpeting or resilient flooring and base floor coverings in noncarpeted areas, toilet or other plumbing fixtures and facilities, mechanical and electrical distributions and related systems (including light switches and telephone outlets), as well as the following: None. Interior finishes included within the scope of the work hereunder shall be as specified in the Plans and Specifications approved by Tenant in accordance with Section 11.3 below. 11.3. Plans and Specifications: A proral and Authorization to Proceed br Tenant. (a) Upon execution of this Lease, Tenant shall tender a deposit in the amount of $N/A (the "Design Deposit") for the preparation by Landlord of design plans and specifications for the Tenant Improvements (hereinafter referred to as the "Plans and Specifications"). Landlord shall promptly prepare the Plans and Specifications, and a Tenant Improvements Budget as soon as reasonably possible after Landlord receives from Tenant all necessary information relating to Tenant's space plans for use of the Premises, floor plan layout and other preferences relating to the Premises. The Plans and Specifications shall include an itemization of all interior finishes for selection by Tenant. Landlord shall submit copies of (a) the final Plans and Specifications, (b) the Tenant Improvements Budget, and (c) a Tenant Improvements Cost Estimate and Authorization to Proceed in the form attached hereto as Addendum C-1, for approval and execution by Tenant, as the case may be, which shall not be unreasonably withheld, denied or delayed. Tenant shall furnish written notice of any objections to the Plans and Specifications or the Tenant Improvements Budget to Landlord within fifteen (15) days after receipt thereof. If Tenant fails to provide notice to Landlord within said fifteen (15) day period, such final Plans and Specifications and Tenant Improvements Budget shall be deemed acceptable to Tenant. Tenant shall indicate its approval of the final Plans and Specifications and the Tenant Improvements Budget, by executing Addendum C-1 as submitted by Landlord and returning the same to Landlord. (b) Upon execution and delivery of Addendum C-1 by Landlord and Tenant, the Design Deposit shall be added to the Tenant Improvements Allowance provided under Section 11.4 or, if the cost of the Tenant Improvements is less than the Tenant Improvements Allowance, the Design Deposit shall be refunded to Tenant. In the event of the failure of Tenant to execute and deliver Addendum C-1 to Landlord and pay Landlord any estimated "Excess Costs" (as defined in Section 11.4) as set forth on Addendum C-1, within 15 days of submission to Tenant, Landlord may elect to terminate this Lease by giving Tenant written notice of termination. Furthermore, if an Addendum C-1 is not executed by Landlord or Tenant within ninety (90) days after the Date of this Lease, then Landlord may terminate this Lease by delivering written notice of termination to Tenant. In the event of any such termination, Landlord shall retain the Design Deposit as reimbursement for all costs, expenses, time and effort incurred by Landlord in connection with this Lease and the design and permitting of the Tenant Improvements. If Tenant does not pay a Design Deposit or if the Design Deposit is insufficient to reimburse Landlord for all such costs and expenses, then Tenant shall, upon demand, at Landlord's election, reimburse and pay to Landlord within ten (10) days after receipt of invoices or other evidence of payment, all amounts paid by Landlord to third parties in connection with the design and permitting of the 4816-4409-6825.6 O Tenant Improvements. Throughout the process of preparing the Plans and Specifications and obtaining the necessary governmental permits and approvals, each party shall act diligently and in good faith and shall cooperate with the other and with governmental agencies in whatever manner may be reasonably required. Tenant acknowledges and agrees that Landlord reserves the right, without Tenant's consent and without liability to Tenant, to make any modification, changes or omissions to the Plans and Specifications required by any governmental or quasi - governmental authority or utility. Tenant acknowledges that interior finishes such as brick, wood, woodgrain, carpeting, paint, cabinets, cultured marble, tile, mica, and the like, are subject to shading and gradation and may vary from samples, models or color charts, and from piece to piece, and Landlord will not be liable for such variation. 11.4. Allowance for Tenant Improvements. Landlord shall provide a Tenant Improvements Allowance in the amount of $13,464.00 (the "Tenant Improvements Allowance"), which amount equals $12.00 per square foot of usable square feet of space contained in the Premises, which is stipulated to be 1,122 usable square feet, whether the same should be more or less as a result of minor variations resulting from actual construction and completion of the Premises for occupancy. The amount of the Tenant Improvements Allowance shall be applied toward costs and fees incurred by Landlord in designing, permitting, obtaining, constructing, installing, supervising and managing the construction of the Tenant Improvements. No unused portion of the Tenant Improvements Allowance may be used to offset Rent or otherwise paid or provided to Tenant. Landlord shall not be obligated to furnish or provide any work or improvements the aggregate cost of which exceeds the Tenant Improvements Allowance. All costs of designing, permitting, obtaining, constructing, installing, supervising and managing the construction of the Tenant Improvements in excess of the amount of the Tenant Improvements Allowance are referred to herein as "Excess Costs." All Excess Costs shall be borne solely by Tenant. Excess Costs, if any, shall be estimated by Landlord and set forth in the Tenant Improvements Cost Estimate and Authorization to Proceed (Addendum C-1) submitted to Tenant in accordance with Section 11.3 above. Tenant shall pay the estimated Excess Costs to Landlord at the same time as Addendum C-1 is executed by Tenant and delivered to Landlord and prior to Landlord starting construction of the Tenant Improvements and Landlord shall have no obligation to commence any such construction until estimated Excess Costs, if any, have been paid. Tenant shall be responsible for and shall pay to Landlord all additional Excess Costs within ten (10) days after receipt of invoices for such Excess Costs. Any overpayment of Excess Costs shall promptly be refunded to Tenant. 11.5. Substitutions and Credits. Prior to approval of the Plans and Specifications and execution of Addendum C-1, Tenant may select different materials or interior finishes in lieu of Landlord's building standard materials and finishes, subject to (a) Landlord's approval of same, and (b) compliance of Tenant's substitutions with applicable local codes requirements. If the cost of Tenant's substitutions causes the cost of designing, permitting, obtaining, constructing, installing, supervising and managing the construction of the Tenant Improvements to exceed the sum of the Tenant Improvements Allowance, then Tenant shall be responsible for such difference in cost as part of Excess Costs. 11.6. Commencement Date for Lease. 11.6.1. Commencement Date. Notwithstanding anything to the contrary set forth in Section 1 of this Lease, the Commencement Date shall be the earlier of (a) the date Tenant first uses or occupies the Premises, or (b) the later of (i) the Commencement Date as determined pursuant to the first two sentences of Section 1 of this Lease, or (ii) the fifth day after Landlord delivers to Tenant written notice that the Tenant Improvements are substantially completed. The Tenant Improvements shall be deemed substantially completed when the following conditions have been met: (1) Landlord has obtained a Certificate of Occupancy (temporary or permanent) or the local equivalent, permitting the occupancy of the Premises; and (2) the service facilities and building systems serving the Premises, including air conditioning, heating, lighting, water supply and sewage systems, have been substantially completed and reasonable access is available to the Premises. Landlord anticipates that the Tenant Improvements will be substantially completed by the Commencement Date set forth in Section 1, but Tenant understands Landlord cannot guarantee completion by that date. Tenant acknowledges and agrees that completion of the Tenant Improvements may be delayed by (i) changes ordered in the work; (ii) any combination action of workmen (either those employed on the project or in any industry essential to the conduct of the work) such as strikes, embargoes, or lockouts; (iii) fire; (iv) unavoidable casualties; (v) acts of government; (vi) acts of God; (vii) shortage of materials, energy, fuel, equipment, facilities or labor; or (viii) by other causes that are beyond Landlord's control and Tenant agrees that completion of the Tenant Improvements and the Commencement Date will be extended accordingly. Landlord will not be liable for any delays in completion of the Tenant Improvements or in the Commencement Date and Landlord will not have to make, provide or 4816-4409-6825.6 C� 46 compensate Tenant for any accommodations or costs as a result of any delays, and any delays will not permit Tenant to cancel or amend this Lease, or diminish any of Tenant's obligations under this Lease. Tenant acknowledges and agrees that the granting of any limited right of possession or access by Landlord to Tenant prior to the Commencement Date shall not constitute a waiver by Landlord of any of Landlord's rights or Tenant's obligations under this Lease. 11.6.2. Possession of Premises by Lessee Deemed Substantial Completion. Tenant's taking possession and occupancy of the Premises shall be conclusive evidence, as against Tenant, that (i) Tenant accepts the Premises in "as -is" condition, fit for occupancy, (ii) the Tenant Improvements specified in the Plans and Specifications are substantially completed (subject to completion of punch list items as hereinafter provided), and (ill) the Premises are in satisfactory condition and repair. Within ten (10) business days after the Commencement Date, representatives of the Landlord and Tenant shall inspect the Premises to determine which items, if any, of the Tenant Improvements work remain to be completed. Such items of work shall be itemized on an agreed "punch list", and Landlord agrees to complete such items within a reasonable time thereafter. Unless otherwise agreed to by Landlord in Landlord's sole discretion, (a) Landlord shall not be obligated to furnish or provide any work or improvements after the Commencement Date except for any work that remains to be completed as itemized on the punch list, and (b) Landlord shall not be obligated to pay from the Tenant Improvements Allowance the costs of any additional work or improvements incurred after the Commencement Date except for any work that remains to be completed as itemized on the punch list. 11.7. Change Orders and Extras. All change orders or extras not included in the Plans and Specifications and Tenant Improvements Budget approved by Tenant which Tenant desires must be agreed to by Landlord in writing. If the cost of the change orders and/or extras causes the cost of designing, permitting, obtaining, constructing, installing, supervising and managing the construction of the Tenant Improvements to exceed the sum of the Tenant Improvements Allowance, then Tenant shall be responsible for such excess as part of Excess Costs. If Landlord omits any changes or extras, Landlord's only liability to Tenant will be to refund to Tenant the amount, if any, Tenant paid to Landlord for each item omitted. Except for such omissions, Tenant's payment for any change orders or extras are not refundable. 11.8. Interference with Construction. Prior to the Commencement Date, Tenant shall not place any personal property in the Premises without the prior written consent of Landlord. Furthermore, prior to the Commencement Date, Tenant shall not enter into or upon the Premises (except to inspect the same where accompanied by a representative of Landlord) or interfere with the progress of construction or with workmen, and Tenant shall not permit such entry or interference by others. Landlord will not be liable for any injury resulting from Tenant's breach of this paragraph. 11.9. Conditions. If a casualty occurs to the Premises and/or the Building prior to the Commencement Date, Landlord may at Landlord's option either cancel this Lease, in which event this Lease shall become void and of no effect, or rebuild as soon as possible, in which event this Lease shall remain in full force and effect. However, under no circumstances shall Tenant have any interest in any insurance proceeds attributable to said casualty. If (a) Landlord cannot obtain within a reasonable period of time as determined by Landlord all utilities, permits, authorizations and Tenant approvals necessary to construct the Building and/or the Tenant Improvements, as the case may be, (b) Landlord determines in its reasonable judgment that due to delays in the design and/or construction of the Tenant Improvements, the construction of the Tenant Improvements will not be completed by the thirtieth day after the Commencement Date as determined pursuant to the first two sentences of Section 1 of this Lease (without regard to any adjustment to the Commencement Date set forth in this Section 11), or (c) the cost of constructing the Tenant Improvements as set forth in construction contracts or contractors' bids submitted to Landlord exceeds the estimated cost of designing, permitting, obtaining, constructing, installing, supervising and managing the construction of the Tenant Improvements as set forth on the Addendum C-1 Tenant Improvements Cost Estimate and Authorization to Proceed, then Landlord may terminate this Lease by delivering written notice thereof to Tenant. In the event Landlord terminates this Lease pursuant to this Section and such termination is the result of delays caused by Tenant's action(s) or Tenant's failure(s) to timely act, then Tenant shall, upon demand, at Landlord's election, reimburse and pay to Landlord within ten (10) days after receipt of invoices or other evidence of payment, all amounts paid by Landlord to third parties in connection with the design and permitting of the Tenant Improvements. If Landlord terminates this Lease pursuant to this Section, Landlord shall return to Tenant any Security Deposit and Design Deposit paid to Landlord, less the amount, if any, payable by Tenant to Landlord pursuant to the preceding sentence. Upon termination pursuant to this Section, Landlord and Tenant shall have no further obligations or liabilities under this Lease except for those obligations and liabilities that are intended to survive termination. 4816-4409-6825.6 46 N 11.10. Tenant Improvements Constructed by Landlord's _Contractors. The Tenant Improvements shall be designed and constructed by Landlord, Landlord's architects, Landlord's construction manager, and Landlord's contractors. Tenant shall cooperate with Landlord, Landlord's architects, Landlord's construction manager, and Landlord's contractors to develop space plans, working drawings and detailed Plans and Specifications for the Tenant improvements. Tenant acknowledges and agrees that all architects and contractors that are awarded Tenant Improvements contracts or other contracts pertaining to the Lease are to be chosen and managed by Landlord or Landlord's agent. 4. Section 13. Remedies. The Lease is hereby amended by adding the following Subsection (e): "(e) In the event an event of default occurs on the part of Landlord, Tenant may exercise any and all remedies available at law or in equity, whether or not stated in this Lease." 5. Section 18.4. The Lease is hereby amended by deleting Section 18.4 in its entirety. 6. Section 19. Notices. The Lease is hereby amended by adding the following addressee to receive copies of all notices sent to Tenant: City of Denton Attorney's Office 7. Section 21.18. Radon Gas. The Lease is amended by deleting this Section 21.18 in its entirety. 8. Section 20. The Lease is hereby amended by deleting Section 20 in its entirety. 9. The Lease is hereby amended by adding the following Section thereto: SECTION 23. OPTION TO TERMINATE. So long as Tenant is not in default under the terms of this Lease, then subject to the terms of this Section, Tenant may terminate this Lease at any time by giving Landlord not less than 90 days prior written notice of termination. Furthermore, subject to the terms of this Section, Landlord may terminate this Lease at any time by giving Tenant not less than 90 days prior written notice of termination. Tenant shall not be required to pay a Cancellation Fee if Tenant purchases from Landlord or from an affiliate of Landlord land for the purpose of constructing a fire station thereon. If Tenant exercises its option to terminate and Tenant has not purchased from Landlord or from an affiliate of Landlord land for the purpose of constructing a fire station thereon, then within 30 days after Landlord's receipt of Tenant's notice of termination, Landlord shall notify Tenant in writing of the amount of the cancellation fee (the "Cancellation Fee") that Tenant shall be required to pay in consideration for the termination of this Lease. The Cancellation Fee shall be the sum of (A) the amount determined by Landlord in its reasonable judgment to be the amount that is commercially reasonable under the circumstances existing at the time Tenant exercises its option to terminate this Lease, plus (B) the unamortized portion of the Tenant Improvements Allowance or any other tenant finish allowance provided by Landlord in connection with this Lease remaining as of the effective date of termination (said amortization to be calculated on a straight-line basis over the Term). Tenant shall not be required to pay a Cancellation Fee if Landlord exercises its option to terminate this Lease pursuant to this Section. Tenant shall pay the Cancellation Fee, if any to Landlord prior to the "Termination Date" (as defined below) and Tenant's payment of the Cancellation, if any, shall be a condition precedent to the termination of this Lease under this Section. if any such notice of termination shall be duly given by Landlord or Tenant and, if applicable, Tenant has paid the Cancellation Fee (if any), then this Lease shall terminate upon the later of the following (the "Termination Date"): (i) the date of termination set forth in such notice, (ii) the 90th day after the date the non -terminating party receives such notice of termination, or (iii) such other date as may be agreed upon in writing by Landlord and Tenant. Tenant shall surrender the Premises to Landlord in accordance with the provisions of Section 16.1(a) of this Lease on or before the Termination Date. Notwithstanding anything to the contrary set forth herein, (x) no exercise of the foregoing termination option shall extend the term of this Lease and (y) if following the Termination Date, Tenant has not vacated and surrendered the Premises in accordance with Section 16.1(a) of this Lease, then this Lease shall not terminate, but instead shall continue as an Unauthorized Holdover subject to Section 16.1(b). The parties agree that in the event this Lease is terminated pursuant to this Section, they shall not enter into a new lease or agreement for the lease or occupancy of the Premises by Tenant at any time prior to one year after the Commencement Date. Upon termination as provided above, both parties shall be released of all obligations and liabilities arising under this Lease following the effective date of termination; provided that the parties shall remain liable under the provisions of the preceding 4816-4409-6825.6 46 W sentence and for all obligations under this Lease that have accrued prior to such termination or are otherwise intended to survive termination of this Lease. 10. Addendum A. Rules and Regulations. The Lease is hereby amended by adding the following to the end of Item 3, Nuisances: "Notwithstanding anything to the contrary herein, Landlord acknowledges that Tenant's use of the Premises requires the installation of speakers inside the Building for the purpose of providing Tenant with emergency and non -emergency dispatch information. Tenant shall maintain the volume of the amplifier at a reasonable volume during normal business hours so as not to disturb the other occupants or tenants of the Building. After normal business hours, Tenant may increase the volume of the amplifier as needed." 11. Addendum B. Guaran1y. The Lease is hereby amended by deleting the Guaranty in its entirety. B. Miscellaneous. 1. Except as amended by this Amendment, the Lease is not otherwise amended, and the Lease is hereby ratified and confirmed and remains in full force and effect, as amended hereby. In the event of a conflict between the terms of this Amendment and the terms of the Lease, the terms of this Amendment shall control. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Defined terms used in this Amendment not defined herein shall have the meaning set forth in the Lease. [signatures on the next page] 4816-4409-6825.6 Ph IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the day and year first above written. � ►a-rr�srP: W Taw.: 1nlo tl erg 4?� S /� (Witness Signature) (Witness Printed Name) TENANT: City of Denton Texas, A Home Rule Municipal. Corporation La (Signature) Name: Howard Martin Title: Interim Cb, Manager C Cre" M. L"—J0'✓, —71Z;— Date: 7�C n ,QA( -17 WITNESS As to Landlord: LANDLORD: Columbia Medical Center of Denton, Subsidiarv. L.P. dlbla Denton Regional Medical (Witness Signature) Center I -AU' m 'IDAT IAA (Witness Printed Name) ( ttness S ature) nG1 e S Witness Printed Name) By: Columbia North Texas Subsidiary GP, LLC Its: General Partner SfekA f Name: Step!mm Edgar Title: Chief Executive Officer Date: ld& 4816-4409-6825.6 46 Cif Addendum C-1 to Medical Office Building Lease Tenant Improvements Cost Estimate and Authorization to Proceed This Addendum C-1 is entered into pursuant to the Medical Office Building Lease, dated as of , 20 (the "Lease), by and between Columbia Medical Center of Denton, Subsidiarv, L.P. d/b/a Denton Regional Medical Centel- ("Landlord") and City of Denton Texas A llome Rule Municipal Corporation ("Tenant"), and in accordance with the terms of the Lease the undersigned Tenant hereby acknowledges and agrees as follows: 1. Tenant has reviewed and does hereby approve (a) the Plans and Specifications dated as of May 2016; prepared by Lincoln Harris CSG; (b) the Tenant Improvements Budget provided by Lincoln Harris CSG and attached hereto as Schedule I, and (c) Landlord's Schedule of Interior Finishes as selected by Tenant for the premises (if not included in the Plans and Specifications) attached hereto as Schedule I1, if any. 2. Tenant hereby authorizes the Landlord to proceed with construction of the Tenant Improvements to the Premises based on the Plans and Specifications, Tenant Improvements Budget and Schedule of Interior Finishes attached as Schedule II, if any. 3. Tenant acknowledges and agrees that the estimated cost of designing, permitting, obtaining, constructing, installing, supervising and managing the construction of the Tenant Improvements is $53,464. The estimated cost [exceeds] j (strike which ever is not applicable) the Tenant Improvements Allowance specified in Section 11 of the Lease, and the amount of such excess is $40,000 [If Tenant Improvement Allowance is not exceeded, insert " $00.00"J and shall be "Excess Costs" in accordance with Section 11.4 of the Lease. Tenant acknowledges Tenant's obligation to pay the amount of such estimated Excess Costs in accordance with Section 11.4 of the Lease, and payment is made to Landlord with the execution of this Addendum C-1. IN WITNESS WHEREOF, the parties have duly executed this Addendum C-1 as of , 20 I D1►Mzlv1 City of Denton. Texas, A Home Rule Municipal Corporation (Signature) Name: Howard Martin Title: Interim City A4anager Date: LANDLORD: Nan Title Date 4816-4409-6825.6 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1434, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Economic Development Department ACM: Howard Martin DATE: November 8, 2016 SUBJECT Consider approval of a resolution approving the 2015 Tax Increment Reinvestment Zone Number Two (Westpark TIRZ) Annual Report; and declaring an effective date. BACKGROUND On December 17, 2012, the City Council adopted an Ordinance No. 2012-366 designating and describing the boundaries of Tax Increment Reinvestment Zone Number Two (Westpark TIRZ) to provide the public infrastructure necessary to encourage development in the largest industrially zoned area in the City. An annual report is required to be submitted to each taxing jurisdiction and the State Comptroller of Public Accounts, detailing the previous year's TIRZ activities. Staff has drafted the enclosed report for consideration by the Council. An annual report is required to be submitted to the State Comptroller of Public Accounts, detailing the previous year's TIRZ activities. According to 311.016 of the Texas Tax Code, the report is required to include: the base and appraised value; revenue in the Tax Increment Fund from all participating taxing entities; purpose of expenditures; and any outstanding bonded indebtedness interest due. On September 21, 2016, the TIRZ Number Two board voted to recommend that City Council approve the 2015 Annual Report for Tax Increment Reinvestment Zone Number Two. The report is attached for consideration by Council. This is the third year of the Westpark TIRZ. According to Denton Central Appraisal District (DCAD) supplemental figures, the 2015 total appraised valuation of taxable real property in TIRZ Number Two was $120,538. This is a $1,080 increase from the 2012 base value of 119,458. The valuation and contribution into the TIRZ fund is illustrated in the tables below. City of Denton Page 1 of 3 Printed on 7/2/2021 powered by Legistar' 647 File #: ID 16-1434, Version: 1 Table 1: City Certified and Supplemental TIRZ Two Valuation Summary TIRZ Annual Captured City's 40% Certified Supplement Supplement Contribution to Total TIRZ Year Value TIRZ Value Value TIRZ Fund Interest Fund Supplemental Cut-offPeriod 12115 Interest for 2015 is earned through 1131116 Table 2: County Certified and Supplemental TIRZ Two Valuation Summary Year 2012 TIRZ Certified Value 119,458 Supplement TIRZ Value 119,458 Annual Captured Contributionto Supplement Value N/A i I' TIRZ Fund N/A 2013 119,458 119,458 0 0 2014 566,436 241,101 121,643 132 2015 120,538 120,538 1,080 1 Totals 1 122,723 134 Total City and County 2015 TIRZ Contribution(including interest 7 PRIOR ACTION/REVIEW On September 21, 2016, the TIRZ Number Two board voted to recommend that City Council approve the 2015 Annual Report for Tax Increment Reinvestment Zone Number Two. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS Exhibit 1 - Resolution Exhibit 2 - 2015 TIRZ Two Annual Report City of Denton Page 2 of 3 Printed on 7/2/2021 powered by Legistar' 648 File M ID 16-1434, Version: 1 Respectfully submitted, Caroline Booth Director of Economic Development Prepared by: Erica Sullivan Economic Development Analyst City of Denton Page 3 of 3 Printed on 7/2/2021 powered by LegistarT" 649 EXHIBIT A Tax Increment Reinvestment Zone Number Two (Westpark TIRZ) 2015 Annual Report City of Denton Economic Development Division 215 E. McKinney Street Denton, Texas 76201 940-349-7775 www.dentonedp.com January 1, 2015 to December 31, 2015 650 Table of Contents Map............................................................................................................................................I MissionStatement....................................................................................................................2 Backgroundand Purpose........................................................................................................2 ParticipatingJurisdictions..........................................................................................................3 District History and Accomplishments..................................................................................3 Summaryof TIRZ Board Meetings.......................................................................................4 Budgetand Project Status.......................................................................................................5 ProjectDefinitions.....................................................................................................................5 Revenues....................................................................................................................................6 Expenditures..............................................................................................................................7 2015 Work Program................................................................................................................7 Appendices................................................................................................................................9 Appendix A: TIRZ Two Balance Sheet...................................................................................10 Tax Increment Reinvestment Zone Number Two 2015 Annual Report Page ii 651 Tax Increment Reinvestment Zone Number Two w JIM CHRISTAL AIRP ihre map is a grapMia repreaerdatlort pr raa by the CIRy of Danwn afld la Intended (Or uwe Only ee a riefi?re11ce Crate depicted to W guaranteed tof aI'cou racy and may be Rrutq^t 10 revlwn eI pny Irene w M00 notInaljon A Regleterej avnreyar tor the 51ntr of fmaa wipe not npnMVItpd For 5urvew Duel aaaurecy, eupeminion end cerl cAllan of 1he produced data by a Reglelared Professional Land Surveyor fur thr 5tafa at TlaKee would nand to be performrmd 0 412.5a23 1.660 2,475 3.3DO Fast z 0 u1 ly R1 Legend -- � TlRZ 64urxJar}' Property Dom crtption R3r�rgrrament R"I Aareaat` Rangezrnd Commetrlel Vacant Lot Riml Kafrrinourrr DEWI) 1h Tax Increment Reinvestment Zone Number Two 2015 Annual Report Page 1 652 Mission Statement The mission of the Tax Increment Reinvestment Zone (TIRZ) Number Two is to provide a source of funding for public infrastructure improvements to encourage and accelerate necessary development within the largest industrially zoned area within the City. Background and Purpose Tax increment financing originated as a tool for governments to publicly finance needed improvements and enhance infrastructure within a defined area in order to stimulate private development and redevelopment. A TIRZ is a defined area where public infrastructure improvements are deemed necessary to promote development. The costs of the improvements to the area are repaid by the contribution of future tax revenues. Specifically, each taxing entity may choose to dedicate all, a portion, or none of the tax revenue that is attributable to the increase in property values. The additional tax revenue that is received from the affected properties is referred to as the tax increment. An ad valorem valuation base is established the first year, and the revenue from the increased valuation from subsequent years is allocated into a TIRZ fund to support development projects. On December 17, 2012, the City Council adopted an Ordinance 2012-366 designating and describing the boundaries of Tax Increment Reinvestment Zone Number Two for an industrial district of Denton, Texas; establishing the duration of the Zone; establishing a Tax Increment Fund; and establishing a Board of Directors for the Tax Increment Reinvestment Zone. The City's second TIRZ consists of approximately 800 acres and is located north of Airport Road. This industrial area (Westpark) lacks the public infrastructure necessary to encourage development. The Westpark TIRZ took effect on January 1, 2013 and will terminate on December 31, 2036 or the date when all project costs are paid and any debt is retired, whichever comes first. It is estimated that the TIRZ would generate approximately $14.3 million over a 25 year period for infrastructure improvements. The City and Denton County will contribute $10 million and $4.2 million into the TIRZ fund, respectively. According to the Finance Plan, the City would retain $43.9 million and the County would retain $18.8 million of real and business personal property revenue over the life of the TIRZ. Tax Increment Reinvestment Zone Number Two 2015 Annual Report Page 2 653 Participating Jurisdictions Table 1: TIRZ Two Participating Jurisdictions City of Denton 1-10 0.68975 40 11-25 0.71975 40 Denton County 1-10 0.282867 40 11-25 0.312867 40 Note: The tax rates are estimates The TIRZ board is comprised of thirteen members. The City Council is responsible for appointing eleven members and designating the board Chair. The governing body of Denton County, which levies taxes on real property in TIRZ Number Two, has appointed one board member. Westray Group L.P, the Developer, has also appointed a single board representative. District History and Accomplishments This is the third year of the Westpark TIRZ. During calendar year 2015, $3 were collected based on the value of the last supplemental of the calendar year from the Denton Central Appraisal District (DCAD). The City's and County's contribution in the TIRZ fund for 2015 was $3 and $1, respectively. An additional $3 in interest was earned for the period bringing the total 2015 contribution to $7. Denton City Council adopted an Ordinance accepting an Agreement with Denton County to participate in Tax Increment Reinvestment Zone, Number Two; authorizing the City Manager to execute the Agreement on February 5, 2013. On February 12, 2013, the board for TIRZ Two was appointed by City Council. Economic Development staff coordinated with multiple City departments, the developer and legal counsel to develop a Reimbursement/Developer Agreement with the developer. The Agreement was approved by the Denton City Council on May 13, 2014, through Ordinance 2014-142. The TIRZ Number Two board Ordinance was amended by the Denton City Council to establish term limits for the TIRZ board be concurrent with the Economic Development Partnership (EDP) board on February 4, 2014 (Ordinance No. 2014-039). On September 15, 2015, Ordinance No. 2015-074 added two new members to be appointed to serve, bringing the EDP Board membership to eleven total. On November 11, 2015, the following changes to Ordinance No. 2012-366 and 2014-039 to establish a TIRZ Number Two board composition that incorporates the current EDP Board: Tax Increment Reinvestment Zone Number Two 2015 Annual Report Page 3 654 The Board of Directors shall consist of thirteen (13) members, eleven (11) of whom shall be appointed by the City Council of the City. All members appointed to the board shall meet the eligibility requirements set forth in the Act. Board membership shall consist of the following: • The eleven members of the Economic Development Partnership Board; • One member shall be appointed by the governing body of Denton County; and • One member shall be appointed by the "Developer," Rayzor Investments, LLP. The terms of the board members shall be two-year terms; the eleven (11) members appointed by City Council will serve terms concurrent with their EDP terms. A board member may serve no more than three consecutive terms. Summary of TIRZ Two Board Meetings The Westpark TIRZ Board recommended approval of the 2014 Annual Report for the Westpark TIRZ on April 8, 2015. The board met on June 15, 2015, and recommended approval of an Economic Development Program Agreement for Project Ranger One/ WinCo Foods and an Amendment to the Reimbursement Agreement between the City of Denton, the Board of Directors of the Tax Increment Reinvestment Zone Number Two and Westray Group, LP. Table 2: Board Member List and Attendance Member Virgil Strange Affiliation Axiom Commercial Company Present 4/8/15 X Present 6/15/15 X Greg Johnson Versus Real Estate Advisors X Jim Fykes Peterbilt Motors X X Cleve Breedlove Access Bank of Texas X Chris Watts City of Denton Mayor X X John Gilmer Flowers Baking Company X Dr. Neal Smatresk President, University of North Texas (UNT) X Carrell Ann Simmons Meridian Bank of Texas X X Marty Rivers N/A X Everette Newland Denton County X Selwyn Rayzor Rayzor Investments, LLC X X Tax Increment Reinvestment Zone Number Two 2015 Annual Report Page 4 655 The following members were added to the TIRZ board on November 11, 2015: Dianne Costa with CEMA of North Texas and John Baines from John E. Baines PC CPAs. During 2015, the TIRZ Board received reports and took action on the following items: 1. Recommended approval of the 2014 Annual Report for Tax Increment Reinvestment Zone Number Two to City Council 2. Recommended approval regarding an economic development incentive for Project Ranger One (Denton -Tarrant PRW, LLC) to the City Council 3. Received reports on the following economic development prospect projects for Westpark: a. Aspen b. Composite Parts 4. Recommended approval of a First Amendment to the Reimbursement Agreement between the City of Denton, the Board of Directors of the TIRZ Number Two, the City of Denton, Texas, and Westray Group, LP. Budget and Project Status The Westpark TIRZ district has established in its Project and Finance Plans a budget for public improvement expenditures necessary to support public infrastructure and private investment in the district. Table 3, which follows, provides the TIRZ projects and estimated costs. Table 3: TIRZ Projects Costs PAQUEGF T Street Improvements $8,000,000 Utilities and Drainage $5,000,000 Industrial Projects $1,275,430 TOTAL $14,275,430 Project Definitions Street Improvements: includes the construction and reconstruction of paving improvements capable of handling heavy truck traffic and that provide common turning radius for semi trailers and may consist of, but are not limited to, primary and secondary major arterial thoroughfares and collector streets that will provide improved access within the industrial park, to State highways, and Interstate 35. Utilities and Drainage: includes the extension of water and wastewater lines along the right-of- ways of the streets within the District. Water and wastewater lines will be built to adequately accommodate the District at build -out and its anticipated industrial users. Tax Increment Reinvestment Zone Number Two 2015 Annual Report Page 5 656 A number of properties in the district are situated in the floodplain. Adequate stormwater drainage will be built to accommodate the maximum use of the land and comply with the drainage standards in the Denton Development Code. Industrial Projects: may include grants, loans and services for public and private development. Eligible TIRZ project costs are not limited to public uses and may also include projects that stimulate economic development. Chapter 380 of the Local Government Code grants municipalities in Texas the authority to offer grants and loans of public funds to stimulate economic development. Revenues According to Denton Central Appraisal District (DCAD) supplemental figures, the 2015 total appraised valuation of taxable real property in TIRZ Number Two was $120,538. This is a $1,080 increase from the 2012 base value of 119,458 and represents a 1% change in valuation. The valuation and contribution into the TIRZ fund is illustrated in the tables below. Supplemental Cut-off Period 12115 Interestfor 2015 is earned through 1131116 Table 5: County Certified and Supplemental TIRZ Two Valuation Su 2012 119,458 119,458 N/A N/A 2013 119,458 119,458 0 0 2014 566,436 241,101 121,643 132 2015 120,538 120,538 1,080 1 Totals 122.723 133 Tax Increment Reinvestment Zone Number Two 2015 Annual Report Page 6 657 Table 6: TIRZ Two Total Certified and SUUUlement Summary Year TIRZ Certified Value Supplement TIRZ Value Annual Captured 40% Supplement Value City and County Contribution to TIRZ Fund Interest Total TIRZ Fund Total City and County TIRZ Contribution 2015 1 7 The 800 acre Westpark TIRZ is comprised of undeveloped land adjacent to the Denton Airport Business Park. Currently, all of the land within the TIRZ boundary has an agricultural exemption. While the net taxable value, after the agricultural exemption, is $120,538 the market value of the district is $19,358,537. Once the property is sold and developed, the exemption will be removed and the valuation will more accurately reflect the market value of the land. Expenditures No funds were expended in 2015. 2015 Work Program The amendment to the Reimbursement Agreement was made in order to accommodate Project Ranger One, a company that acquired approximately 77 acres in the Westpark Tax Increment Reinvestment Zone Number Two. Denton -Tarrant PRW/ WinCo Foods is a regional, multi -state distribution facility for consumer products. The 800,000 square foot distribution facility is located on the west side of Western Boulevard, north of Airport Road. WinCo Foods is a regional retailer with multiple distribution facilities across the United States. This project includes approximately $130 million in capital investment and will create 165 jobs with an annual payroll of around $7.2 million. The Agreement with Project Ranger One, accomplishes two objectives: (1) full reimbursement of the cost of Phase 1 improvements using a combination of funding mechanisms; and (2) after full reimbursement, an economic development incentive of 60% of the City's ad valorem tax revenue for a period of four years following full reimbursement of Phase 1 improvements. The first term of the grant agreement ends when full reimbursement has occurred, and includes the following forms of reimbursement: up to $1 million for water lines, utilizing the City's Water Tax Increment Reinvestment Zone Number Two 2015 Annual Report Page 7 658 Development Plan Line Fund; up to $865,000 in reimbursement for the sewer lines, utilizing the City's Wastewater Development Plan Line Fund; 100% of the Sales and Use Tax for construction materials, furniture, fixtures, and equipment for the construction of the project; 100% of the tax increment collected in the TIRZ Number Two fund associated directly with the project, until full reimbursement occurs. The contribution includes the City's 40% contribution to the TIRZ fund annually. The City's remaining 60% of ad valorem revenue will also be utilized until full reimbursement occurs. It is anticipated that full reimbursement will occur in approximately four years and will be approximately $6.5 million. The first year after full reimbursement, the second term of the grant agreement shall commence, and will include the following: a 60% rebate of the City's ad valorem revenue for a period of four years for an estimated total incentive of $1.7 million. Tax Increment Reinvestment Zone Number Two 2015 Annual Report Page 8 659 Tax Appendix A: TIRZ Two (Westpark) Balance Sheet Increment Reinvestment Zone Number Two 2015 Annual Report Page 9 T- 660 CITY OF DENTON TAX INCREMENT FINANCING REINVESTMENT ZONE (TIRZ) NUMBER TWO WESTPARK Budget versus Actual City of Denton TIRZ 2 ADOPTED BUDGET TIRZ 2 ACTUAL REVENUE Annuai Incremental Adjusted Annual TIRZ Incremental Adjusted TIRZAd Certified Increase Incremental Ad Valorem Supplementa Increase Incremental Valorem Over (Under) Tax Year Tax Value (Decrease) Contribution Value Revenue I Tax Value* (Decrease) Contribution Value Revenue Budget 2013 $ 119,458 N/A N/A N/A N/A $ 119,458 N/A N/A N/A N/A N/A 2014 566,436 446,978 40% 178,791 2,500 555,807 436,349 40% 174,540 1,204 (1,296) 2015 120,538 1,080 40% 432 3 120,538 1,080 40% 432 3 Totals $ 2,503 $ 1,207 $ (1,296) Denton County TIRZ 2 ADOPTED BUDGET TIRZ 2 ACTUAL REVENUE Annuai Incremental Adjusted Annual TIRZ Incremental Adjusted TIRZAd Certified Increase Incremental Ad Valorem Supplementa Increase Incremental Valorem Over (Under) Tax Year Tax Value (Decrease) Contribution Value Revenue I Tax Value* (Decrease) Contribution Value Revenue Budget 2013 $ 119,458 N/A N/A N/A N/A $ 119,458 N/A N/A N/A N/A N/A 2014 566,436 446,978 40% 178,791 583 241,101 121,643 40% 48,657 132 (451) 2015 120,538 1,080 40% 432 1 120,538 1,080 40% 432 1 Totals $ 584 $ 133 $ (451) Total TIRZ 2 ADOPTED BUDGET TIRZ 2 ACTUAL REVENUE innuai Incremental Adjusted Annual TIRZ Incremental Adjusted TIRZAd Certified Increase Incremental Ad Valorem Supplementa Increase Incremental Valorem Ov Interest Total M (Decrease) Contribution Value Revenue Contribut io evenue home** Revenue 2013 $ 119,458 N/A N/A N/A N/A $ 119,458 N/A N/A N/A N/A N/A N/A N/A 2014 566,436 446,978 40% 178,791 3,083 555,807 436,349 40% 174,540 1,336 (1,747) 7 1,343 2015 120,538 1,080 40% 432 4 120,538 1,080 40% 432 4 3 7 Totals $ 3,087 $ 1,340 $ (1,747) $ 10 $ 1,350 * Tax Year 2014 - City uses Supplement #18 dated 12/23/14 and County uses Supplement #20 dated 1/30/2015. ** Tax Year 2015 includes interest earned through 01/31/2016. 661 S:\Legal\ourdocuments\Resolutions\16\2015 Annual Report Resolution TIRZ Amd RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, APPROVING THE 2015 TAX INCREMENT REINVESTMENT ZONE NUNMBER TWO (WESTPARK TIRZ) ANNUAL REPORT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton recognizes the importance of its role in local economic development initiatives and programs; and WHEREAS, the City Council of the City of Denton has established Tax Increment Reinvestment Zone Number Two (Westpark TIRZ) and established a Board of Directors for the District to promote development or redevelopment in the Downtown area pursuant to Ordinance No. 2012-366, authorized by the City Council on December 18, 2012, as provided by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code, as amended; and WHEREAS, on February 5, 2013, the City Council of the City of Denton adopted Ordinance 2013-033 accepting an Agreement with Denton County to participate in TIRZ Number Two; and WHEREAS, the Tax Increment Financing Act specifies that the governing body of a city shall submit an annual report on the financial status of the district to the Chief Executive Officer of each taxing unit that levies taxes on real property in a reinvestment zone, and a copy of the report shall be forwarded to the State Comptroller; and .WHEREAS, on September 21, 2016, the Westpark TIRZ Board reviewed and recommended approval of the 2015 Annual Report for Tax Increment Reinvestment Zone Number Two to the City Council of the City of Denton;. NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. That the 2015 Annual Report for Tax Increment Reinvestment Zone Number Two (Westpark TIRZ), City of Denton, Texas, as of December 31, 2015, a copy of which is attached here to (Exhibit A), and is hereby accepted. SECTION 2. That the City Manager is herby authorized to submit the 2015 Annual Report for Tax Increment Financing Reinvestment Zone Number One to the Chief Executive Officer of each taxing jurisdiction that levies tax on real property in the District; and to the State Comptroller, as required by state law. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. 662 S:\Legal\Ourdocuments\Resolutions\16\2015 Annual Report Resolution TIRZ Amd PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY mm APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 663 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1435, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development Department CM/ ACM: Howard Martin Date: November 8, 2016 SUBJECT Consider adoption of an ordinance amending Ordinance No. 2012-366, as amended by Ordinances 2014-039 and Ordinance 2015-370, relating to Tax Increment Reinvestment Zone (TIRZ) Number Two, to add to the membership of the Board of Directors; repealing all conflicting ordinances and portions thereof, and providing an effective date. BACKGROUND On December 17, 2012, the City Council adopted an Ordinance No. 2012-366 designating and describing the boundaries of Tax Increment Reinvestment Zone Number Two (Westpark) to provide the public infrastructure necessary to encourage development in the largest industrially zoned area in the City. The TIRZ Number Two board Ordinance was amended to establish term limits concurrent with the Economic Development Partnership (EDP) board on February 4, 2014 (Ordinance No. 2014-039). On December 1, 2015, the Denton City Council adopted Ordinance 2015-370, which established a TIRZ Number Two board composition that matches the EDP board. On August 23, 2016, the Denton City Council approved the addition of a seat to the EDP board for the Texas Woman's University President, Carine Feyten, PhD, and Chancellor under the same terms of service as the President of the University of North Texas. The adoption of Ordinance No. 2016-249 brought the EDP board membership to twelve total. The following changes to Section 4 A and B of Ordinance No. 2012-366, 2014-039 and 2015-370 to establish a TIRZ Number Two board composition that incorporates the current Economic Development Partnership Board: A. The Board of Directors shall consist of fourteen (14) members, twelve (12) of whom shall be appointed by the City Council of the City. All members appointed to the board shall meet the eligibility requirements set forth in the Act. Board membership shall consist of the following: 1. The twelve members of the Economic Development Partnership Board; 2. One member shall be appointed by the governing body of Denton County; and 3. One member shall be appointed by the "Developer," Rayzor Investments, LLP. B. The terms of the board members shall be two-year terms; the twelve (12) members appointed by City of Denton Page 1 of 3 Printed on 7/2/2021 powered by Legistar' 664 File #: ID 16-1435, Version: 1 City Council will serve terms concurrent with their EDP terms. A board member may serve no more than three consecutive terms. PRIOR ACTION/REVIEW On March 1, 2016, the City Council appointed the Denton County representative to the TIRZ Two board. On December 15, 2016, the City Council appointed the TIRZ Two board. On December 1, 2015, the City Council adopted Ordinance 2015-370 to establish a TIRZ Number Two board composition that matches the Economic Development Partnership Board. On February 14, 2014, the City Council adopted Ordinance 2014-039 to establish term limits concurrent with the Economic Development Partnership Board. On February 12, 2013, the City Council appointed the TIRZ Two board. The City Council adopted Ordinance 2013-033 accepting an Agreement with Denton County to participate in Tax Increment Reinvestment Zone, Number Two on February 5, 2013. The City Council adopted Ordinance No. 2012-366 designating and describing the boundaries of a TIRZ Number Two; established the duration of the Zone; established a Tax Increment Fund and established a Board of Directors for the Tax Increment Reinvestment Zone on December 18, 2012. The City Council also received reports on the TIRZ proposal at the July 17, 2012, September 11, 2012 and December 7, 2012 (Closed Session) meetings. FISCAL INFORMATION There will be no fiscal impact as a result of this Amendment. This Ordinance documents the addition of a new member to the Board and repeals all conflicting Ordinances. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS Exhibit 1 - Ordinance City of Denton Page 2 of 3 Printed on 7/2/2021 powered by LegistarT" 665 File #: ID 16-1435, Version: 1 Respectfully submitted: Caroline Booth Director of Economic Development Prepared by: Erica Sullivan Economic Development Analyst City of Denton Page 3 of 3 Printed on 7/2/2021 powered by LegistarT^ 666 S:\Legal\ourdocuments\ordinances\ 16\TIRZ20rdtomatchEDP-T WUrep ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING ORDINANCE No. 2012-366, AS BY ORDINANCES 2014-039 AND 2015-370, RELATING TO TAX INCREMENT REINVESTMENT ZONE (TIRZ) NUMBER TWO, TO ADD TO THE MEMBERSHIP OF THE BOARD OF DIRECTORS; REPEALLING ALL CONFLICTING ORDINANCES AND PORTIONS THEREOF; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on December 18, 2012, the City Council of the City of Denton, Texas, (the "City"), adopted Ordinance 2012-366, which designated and described the boundaries of a TIRZ Number Two; established the duration of the Zone; established a Tax Increment Fund and established a Board of Directors for the Tax Increment Reinvestment Zone. WHEREAS, on February 4, 2014, the City Council of the City of Denton, Texas, (the "City"), adopted Ordinance 2014-039, which established term limits concurrent with the Economic Development Partnership Board ("EDP") board for the Tax Increment Reinvestment Zone Number Two. WHEREAS, on December 1, 2015, the City Council of the City of Denton, Texas, (the "City"), adopted Ordinance 2015-370, which established a TIRZ Number Two board composition that matches the EDP. WHEREAS On August 23, 2016, Ordinance No. 2016-249 added one new members to be appointed to serve on the EDP board, bringing the board membership to twelve. WHEREAS, it is deemed proper to establish a TIRZ Number Two board composition that incorporates the current Economic Development Partnership Board; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: Subsection A and B of Section 4 of Ordinance 2012-366, 2014-039 and 2015-370 are amended as follows: A. The Board of Directors shall consist of fourteen (14) members, (12) of whom shall be appointed by the City Council of the City. All members appointed to the board shall meet the eligibility requirements set forth in the Act. Board membership shall consist of the following: 1. The twelve members of the Economic Development Partnership Board ("EDP"), 2. One member shall be appointed by the governing body of Denton County, 3. One member shall be appointed by the "Developer," Rayzor Investments, LLP. B. The terms of the board members shall be two-year terms; the twelve (12) members appointed by City Council will serve terms concurrent with their EDP terms. ' A board member may serve no more than three consecutive terms. SECTION 2: All of the other provisions of Ordinance 2012-366 remain in full force and effect. 667 SECTION 3: If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 4: This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this _ day of November, 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ..: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1439, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Howard Martin Date: November 8, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute a real estate sales contract between the City of Denton, Texas ("City"), as purchaser, and Terrano Realty, Inc., Medanjo Partners, Ltd., and NW Realty, Inc., (Collectively "Owner"), as seller, to acquire fee title to a 38.889 acre tract and easement interests in a 0.040 acre tract of land, a 0.800 acre tract of land, a 0.046 acre tract of land, a 0.642 acre tract of land, a 0.919 acre tract of land, and a 4.636 acre tract of land, all situated in the Mary Austin Survey, Abstract No. 4, located in the City of Denton, Denton County, Texas, and located generally south of Shady Oaks Drive and West of Loop 288 (Collectively the "Property Interests") for the purchase price of six million two hundred fifty thousand dollars and no cents ($6,250,000.00), and other consideration, as prescribed in the real estate sales contract; authorizing the expenditure of funds, and providing an effective date. [Brinker Substation and TM Line] BACKGROUND The Denton Municipal Electric (DME) Capital Improvement Plan includes a project to reconstruct its electric transmission system. Its current capacity is inadequate for expected future load. The need for a substation in the vicinity of the above described area in the City of Denton, Texas has been identified and shared with closely impacted landowner representatives. DME has had meetings to discuss the siting of the proposed substation and transmission routes with landowner representatives of the potential site area and it has received feedback from them. OPTIONS 1. Approve adoption of an ordinance to acquire the above subject property. 2. Do not approve adoption of the ordinance and provide staff with further direction. RECOMMENDATION DME recommends approval of the proposed ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) A Public Hearing was held at PUB on January 25, 2016 and at City Council on February 16, 2016. The substation site was approved by PUB on January 25, 2016 and by City Council on February 16, 2016. FISCAL INFORMATION City of Denton Page 1 of 2 Printed on 7/2/2021 powered by LegistarT" 669 File #: ID 16-1439, Version: 1 The costs for property and services purchased under the proposed options will be funded out of amounts budgeted for specific projects. A component of the work proposed will be in the transmission category. The costs for transmission projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS) STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1. Brinker Substation Map 2. Brinker Substation Easements 3. Ordinance Respectfully submitted: Phil Williams General Manager Prepared by: Elizabeth Bell Denton Municipal Electric City of Denton Page 2 of 2 Printed on 7/2/2021 powered by Legistar' 670 Brinker Substation —Site Location —. — -- � -- I 0o I I 77, Teague no llnpl & �rkfm �wesra Easement Survey FwSEAayr�aaY/4wr+py�yr;uFmpa'l�yaetren_ µ. ..' , � .ry ••,�`•. terra arv,axa•aare•rAev�cA�J sam,wEs1 .oere.ecrm�Erxi ...a''°"" .•: .•• anwec acA<t, a,.a,. ,,•°" i 1 i �an�neav � !1 ! ! f,er Aa) ! I —�'— 38.889 Acres I 1! ! I SKAVV O&I's OI61VE •— � •• .918 Acre Racement !f I —_—_— — -- _— �•," /] 1 !r Ir I t .1. ir ® pe•9 N 11 1 Mill ! L—� ml a �a .642 Acre nwerfr� (ee0AC) Easement )�ryry 1 a atcvec rAsrn,rr m,wy�,, ,,a orvd rorxw `ry �ri.n � � l SPk.,I aoy ➢Ge-II2Mi �+L�.�r�,a laeuv u/ ///fI� faW AtJ EaaemenT Acquisition Plan Orkkee Substafion hp,, 2016 WE 13222 S:ALegal\Our Documents\Real EstateADME\Brinker\Ordinance for Authority to Enter RE Sales Contract [Brinker Substationj.doc ORDINANCE NO. 2016 - AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A REAL ESTATE SALES CONTRACT BETWEEN THE CITY OF DENTON, TEXAS ("CITY"), AS PURCHASER, AND TERRANO REALTY, INC., MEDANJO PARTNERS, LTD., AND NW REALTY, INC., (COLLECTIVELY "OWNER"), AS SELLER, TO ACQUIRE FEE TITLE TO A 38.889 ACRE TRACT AND EASEMENT INTERESTS IN A 0.040 ACRE TRACT OF LAND, A 0.800 ACRE TRACT OF LAND, A 0.046 ACRE TRACT OF LAND, A 0.642 ACRE TRACT OF LAND, A 0.919 ACRE TRACT OF LAND, AND A 4.636 ACRE TRACT OF LAND, ALL SITUATED IN THE MARY L. AUSTIN SURVEY, ABSTRACT NO. 4, LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, AND MORE PARTICULARLY DESCRIBED IN EXHIBIT "A" AND LOCATED GENERALLY SOUTH OF SHADY OAKS DRIVE AND WEST OF LOOP 288 (COLLECTIVELY THE "PROPERTY INTERESTS") FOR THE PURCHASE PRICE OF SIX MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS ($6,250,000.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE REAL ESTATE SALES CONTRACT; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE [BRINKER SUBSTATION]. WHEREAS, the City of Denton ("City") is planning to construct an electrical substation as part of its electrical transmission and distribution facilities within the City; WHEREAS, the City has determined the Property Interests are in a suitable location for such a substation and connecting electrical transmission lines; WHEREAS, the Property Interests are owned by Terrano Realty, Inc., Medanjo Partners, Ltd., and NW Realty, Inc. (collectively "Owner"); WHEREAS, the City, has made an offer to Owner to purchase the Property Interests; WHEREAS, the Owner has made a counteroffer to the offer of the City; WHEREAS, the City is amenable to the counteroffer, and finds that it is in the best interest to agree to same; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is authorized: (a) to execute on behalf of the City (i) the Real Estate Sales Contract, between the City and Owner, substantially in the form attached as Exhibit "A", with a purchase price of $6,250,000.00 and other consideration, plus costs and expenses, all as prescribed in the Real Estate Sales Contract, and (ii) any other documents deemed necessary for closing, or terminating, the transaction contemplated by the Real Estate Sales Contract; and (b) to make expenditures in accordance with the terms of the Real Estate Sales Contract. 673 SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ��"/ 2&!q-- 674 REAL ESTATE SALES CONTRACT This REAL ESTATE SALES CONTRACT ("Contract") is entered into by Terrano Realty, Inc., a Texas corporation, Medanjo Partners, Ltd., a Texas limited partnership, and NW Realty, Inc., a Texas corporation, (collectively "Seller"), and City of Denton, a Texas home -rule municipal corporation ("Purchaser"). RECITALS Seller wants to sell to Purchaser and Purchaser wants to purchase from Seller (a) all of Seller's right, title, and interest in and to the real property described below as "Fee Land", and (b) certain easements rights to the real property described below as "Easement Lands". AGREEMENT In consideration of these recitals, the mutual covenants, agreements, and obligations stated below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Seller and Purchaser agree as follows: ARTICLE 1 SALE AND PURCHASE 1.1. Property. Subject to the terms and conditions set forth in this Contract, Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser, the following described property (collectively, "Property"): (a) that certain tract of land containing approximately 38.889 acres ("Fee Land") located in Denton County, Texas, and more particularly described in the attached Exhibit A. including; (i) all rights, privileges, and appurtenances pertaining to the Fee Land, including but not limited to all trees, timber rights and contracts for cutting timber, water rights, claims and permits, adjacent streets, and easements and rights of way; (ii) all intangible property, if any, owned by Seller and pertaining to the Fee Land or the use of it, including but not limited to all present and future use of wastewater, wastewater capacity, drainage, drainage capacity, water, water capacity, or other utility facilities directly attributable to the Fee Land; (iii) all reservations of, commitments for, and letters covering utility capacity, whether or not they are currently being used to the fullest extent available; (iv) all of Seller's right, title, and interest and estates in any land lying within the bed of any stream, river, lake, or other waterway or body of water on or Page 1 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 675 crossing that portion of the Fee Land; (v) all of Seller's right, title, and interest and estates in any land within any easement or right of way or under any bed of any road or highway, whether open or proposed on or crossing that portion of the Land; (vi) all of Seller's right, title, and interest and estates in any excess land, vacancies, and strips and gores of land, if any, between that portion of the Fee Land, and any adjoining real properties belonging to third parties; (vii) access to the Fee Land; and (b) the easement rights set forth in the form of Electric Utility Easement, attached as Exhibit B, for each of the following tracts (collectively "Easement Lands"): (i) 0.040 acre tract located in Denton County, Texas, and more particularly described in the attached Exhibit C; (i) 0.800 acre tract and 0.046 acre tract located in Denton County, Texas, and more particularly described in the attached Exhibit D; (i) 0.642 acre tract located in Denton County, Texas, and more particularly described in the attached Exhibit E; (i) 0.919 acre tract located in Denton County, Texas, and more particularly described in the attached Exhibit F; and (i) 4.636 acre tract located in Denton County, Texas, and more particularly described in the attached Exhibit G. 1.2. Reservation of Minerals to Seller; Seller's Waiver of Surface Use. (a) "Mineral Estate" means all oil, gas, and other minerals in and under and that may be produced from the Property, any royalty under any existing or future mineral lease covering any part of the Property, executive rights (including the right to sign a mineral lease covering any part of the Property), implied rights of ingress and egress, exploration and development rights, production and drilling rights, mineral lease payments, and all related rights and benefits. The Mineral Estate does NOT include water, sand, gravel, limestone, building stone, caliche, surface shale, near -surface lignite, and iron, but DOES include the reasonable use of these surface materials for mining, drilling, exploring, operating, developing, or removing the oil, gas, and other minerals from the Property. (b) Seller reserves all of the Mineral Estate owned by Seller. (c) Notwithstanding the foregoing, Seller does not reserve and retain any Page 2 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 676 rights of ingress and egress or rights to use the surface of the Property, either implied or express, for mining, drilling, exploring, operating, developing, or removing the oil, gas, and other minerals; provided however, that Seller shall have the right to remove the oil, gas, and other minerals by pooling with other lands, including, but not limited to, the right to construct any wellbore for the removal of such oil, gas or other minerals which runs underneath the surface of the Property. ARTICLE 2 PURCHASE PRICE 2.1. Purchase Price. The purchase price for the Property ("Purchase Price") is Six Million Two Hundred Fifty Thousand and No/100 Dollars ($6,250,000.00), payable in cash or other immediately available funds at Closing (as defined in Section 6.1). ARTICLE 3 EARNEST MONEY 3.1. Earnest Money Deposit. Within three (3) business days after this Contract is fully executed by Seller and Purchaser, Seller will deposit with Reunion Title, ("Title Company"), at 2745 Wind River Lane, Denton, Texas 76210, a fully executed original counterpart of this Contract. In addition, within five (5) business days after an original executed counterpart of this Contract is deposited with the Title Company, Purchaser will deposit with the Title Company the amount of Fifty Thousand and No/100 Dollars ($50,000.00) to ensure prompt observance of this Contract by Purchaser ("Earnest Money Deposit"). After receiving all applicable tax forms from Purchaser, the Title Company will invest the Earnest Money Deposit in a federal -government -insured interest -bearing account approved by Seller and to be held and disbursed by the Title Company strictly in accordance with the terms and provisions of this Contract. All interest accruing on the Escrow Deposit will become a part of the Escrow Deposit and will be delivered to the party entitled to receive the Escrow Deposit. If the Purchaser does not timely deposit the Escrow Deposit(s) with the Title Company, Seller will have the right to terminate this Contract. At Closing, the Escrow Deposit will be applied to the payment of the Purchase Price. 3.2. Refundability. After the Review Period (as defined in Section 5.1) expires, the Earnest Money Deposit will be nonrefundable to Purchaser, except that the Earnest Money Deposit will be promptly refunded to Purchaser and the parties will have no further obligations if this Contract is terminated under Section 8.2. ARTICLE 4 TITLE STATUS 4.1. Title Commitment and Survey. (a) Seller will deliver or have delivered to Purchaser within twenty (20) days after the Effective Date (as defined in Section 12.13) commitment for title insurance (the Page 3 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 677 "Title Commitment") prepared by the Title Company, accompanied by a copy of all recorded documents affecting the Property and listed as title exceptions in Schedule B of the Title Commitment. (b) Purchaser will cause to be prepared, within twenty (20) days after the Effective Date (as defined in Section 12.13) a current on the ground survey of the Fee Land and each of the tracts described as the Easement Lands (collectively, the "Survey"). The contents of the Survey shall be prepared by a surveyor selected by Purchaser and shall include the matters prescribed by Purchaser, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Fee Land or Easement Lands, water courses, 100 year flood plain, fences and improvements and structures of any kind. The Survey shall describe the size of the Fee Land or Easement Lands, in acres, and contain a metes and bounds description thereof. Purchaser shall also furnish or cause to be furnished any affidavits, certificates, assurances, and/or resolutions as required by the Title Company in order to amend the survey exception. The description of the Fee Land or each of the tracts described as Easement Lands as set forth in the Survey, at the Purchaser's election, shall be used to describe the Fee Land and each of the tracts described as Easement Lands in the deed to convey applicable real property interest in either the Fee Land or Easement Lands to Purchaser and shall be the description set forth in the Title Policy. 4.2. Review of Title Documents. The review of the Commitment, the Exception Documents, and the Survey (collectively, "Title Documents") will be governed by the following terms: (a) Purchaser Obligations. - Purchaser will have until ten (10) business days after Purchaser's receipt of the last of the Title Documents ("Title/Survey Review Period") to provide to Seller written objections to the status of title to the Property. If written objections have not been received by Seller before the Title/Survey Review Period expires, Purchaser will be deemed to have conclusively accepted and approved the status of title to the Property as shown by the Title Documents, and all the matters shown in the Title Documents will be Permitted Exceptions. (b) Seller Response. If Purchaser does timely deliver written objections to Seller, Seller will within seven (7) business days after receiving them ("Response Period") notify Purchaser of which objections Seller will cure before Closing ("Cure Notice"), Seller having no obligation to cure any of Purchaser's title objections. If Seller does not agree or is unable to timely cure all of Purchaser's title objections, Purchaser may either (1) waive the title objections in writing and purchase the Property despite them, in which event the title objections will be deemed Permitted Exceptions, or (2) terminate this Contract by giving written notice to Seller within five (5) business days after the Response Period, in which event the Earnest Money Deposit will be returned to Purchaser on demand, and neither Seller nor Purchaser will have any further obligations under this Contract except for those that expressly survive its termination. Page 4 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 678 4.3. Conveyance by Deed. Seller will deliver to Purchaser at Closing a Special Warranty Deed, in the form and substance of Exhibit H attached hereto ("Deed"), conveying fee simple title to the Land to Purchaser, containing the matters set forth in Section 1.2 and each subject to the exceptions to title contained in the Title Documents approved or waived by Purchaser under Section 4.2. 4.4. Conveyance by Easement. Seller will deliver to Purchaser at Closing five separate Electric Utility Easements, in the form and substance of Exhibits I, J, K, L, and M attached hereto ("Easements"), conveying the easement rights to the Easement Land to Purchaser, each subject to the exceptions to title contained in the Title Documents approved or waived by Purchaser under Section 4.2. ARTICLE 5 FEASIBILITY REVIEW, INSPECTION AND EXAMINATION 5.1. Review Period. The Purchaser's feasibility review, inspection and examination of the Property will be governed by the following terms: (a) Time Period. For the Independent Contract Consideration (as defined in Section 12.10), Purchaser will have until 5:00 p.m. Central Prevailing Time on January 9, 2017 ("Review Period"), during which time Purchaser, or its authorized agents or representatives, will be conducting its feasibility review, inspection and examination of the Property and, to the extent necessary, will be entitled to enter on the Property for the purpose of inspecting, examining, and conducting tests on the Property; provided however, that Purchaser will return the Property to its condition existing prior to such inspections, examinations or tests promptly following the completion of such inspections, examinations or tests and agrees to hold Seller harmless from any injuries, death or property damage that might occur to Purchaser or Purchaser's contractors or employees during any entry onto the Property. (b) Termination. If Purchaser, in its sole discretion, is dissatisfied with the results of the feasibility review, inspection and examination of the Property and determines, in its sole judgment, that the Property is not suitable, for any reason, for Purchaser's intended use or purpose, Purchaser may, by written notice delivered to Seller before the Review Period expires, terminate this Contract, in which event the Earnest Money Deposit will be returned to Purchaser on demand, and neither Seller nor Purchaser will have any further obligations under this Contract except for those that expressly survive its termination. If Purchaser does not terminate this Contract by delivery of written notice to Seller before the Review Period expires, Purchaser will no longer have a right of termination under this Section, but will have a continuing right to enter on the Property. 5.2. Environmental Survey. The inspection and examination of the Property relative to the environmental condition of the Property will be governed by the following terms: Page 5 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 679 (a) Examination Authority. Purchaser, at its expense, will have the right to conduct Phase I and, if necessary, Phase II environmental surveys (collectively, "Environmental Survey") of the Property, which must be completed before the Review Period expires. If an Environmental Survey is conducted, Purchaser will deliver to Seller a written report stating the findings obtained in the Environmental Survey. (b) Remediation/Termination. If, as a result of the Environmental Survey, or by any other means, Purchaser or Seller becomes aware of the existence of toxic or hazardous wastes (including asbestos) or other environmental contamination on or within the Property, Purchaser will have the right to immediately terminate this Contract before the Review Period expires. If Purchaser terminates this Contract under this Section, the Earnest Money Deposit will be returned to Purchaser and the parties will have no further obligations under this Contract except for those that expressly survive its termination. 5.3. Document Inspection. To facilitate Purchaser's inspection of the Property, Seller will provide to Purchaser, within ten (10) business days after the Effective Date, but only to the extent within Seller's actual possession, true, correct, and complete copies of (a) all reports, tests (including, but not limited to, all soil reports, water rights, engineering investigations, tests, and environmental studies), (b) surveys made with respect to the Property within two (2) years before the Effective Date, (c) all leases and/or occupancy agreements and/or licenses of any kind or nature, whether oral or written (if oral, Seller shall provide to Buyer in writing all material terms thereof), relating to possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments thereto, (d) all licenses, agreements and encumbrances (including amendments and exhibits) affecting title to or use of the Property that have not been recorded in the real property records of Denton County, Texas, (e) all governmental licenses, certificates, permits, and approvals, and (f) all records of any regulatory proceedings or violations. Additionally, Seller will provide any further information in its actual possession relating to the Property that may be reasonably requested in writing by Purchaser. Purchaser acknowledges that any information of any type that Purchaser has received or may receive from Seller or its agents is furnished to Purchaser as a courtesy only and on the express condition that Purchaser will make an independent verification of the accuracy of the information. ARTICLE 6 CLOSING 6.1. Closing Date. The consummation of the transactions contemplated by this Contract ("Closing") will take place in the offices of the Title Company, at 3:00 p.m. Central Prevailing Time on January 11, 2017. 6.2. Closing Costs. At Closing, Seller will pay (a) any costs related to the issuance of the Commitment and the base premium for the Owner Policy, (b) the cost of satisfying any liens not deemed Permitted Exceptions which Seller has agreed to cure as set forth herein, (c) Seller's legal fees, (d) one-half (1/2) of any escrow or closing fee charged by the Title Company and the cost of any tax certificates, municipal and utility lien certificates, and (e) all other items normally Page 6 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 680 paid by sellers in real estate transactions in Denton County, Texas. Purchaser will pay (a) the cost of Purchaser's due -diligence inspection, (b) the cost to modify the areas -and -boundaries exception in the Owner Policy to read "shortages in area" only (if requested by Purchaser), (c) the cost for any extended coverages or endorsements to the Owner Policy required by Purchaser, (d) one-half (1/2) of any escrow or closing fee charged by the Title Company, and (e) all other items normally paid by purchasers in real estate transactions in Denton County, Texas. 6.3. Real Estate Tax Prorations. Title to the Property on the day of Closing will belong to Purchaser, and all prorations to be made as of Closing will be made as of 12:01 a.m., Central Prevailing Time, on the Closing Date. Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated and submitted by Seller to the Denton County Tax Assessor as of the Closing Date or credited to the Purchaser at Closing. Ad valorem tax for the calendar year in which the Closing shall occur shall be tendered under Texas Property Tax Code Section 26.11. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (provided, however, that subsequent assessments for prior years due to change of land usage or ownership by Purchaser after the Closing Date shall be the sole responsibility of Purchaser) and Purchaser shall pay for those taxes attributable to the period of time commencing with the Closing Date. The terms and provisions of this Section will survive the Closing. 6.4. Seller's Obligations at Closing. At Closing, Seller will deliver, or have delivered in accordance with local custom and practice, to the Title Company the documents in (a)-(f) below, each of which will be duly executed and, if appropriate, acknowledged, together with any other necessary or appropriate items or instruments: (a) Deed. Seller will deliver to Purchaser at Closing a Special Warranty Deed in the form and substance of Exhibit H ("Deed") conveying fee simple title to the Fee Land to Purchaser with each containing the matters set forth in Sections 1.2 (b) and (c), and each subject to the exceptions to title contained in the Title Documents approved or waived by Purchaser under Section 4.2. (b) Easements. Seller will deliver to Purchaser at Closing five (5) separate Electric Utility Easements, in the form and substance of Exhibits I, J, K, L, and M conveying the easement rights to each of the tracts described as the Easement Land to Purchaser, and each subject to the exceptions to title contained in the Title Documents approved or waived by Purchaser under Section 4.2. (c) Nonforeign Affidavit. An affidavit required under Internal Revenue Code Section 1445 stating, under penalty of perjury, that neither Seller nor any other party so swearing is a foreign person within the meaning of Section 1445. (d) Evidence of Authority. Any documents reasonably requested by the Title Page 7 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 681 Company or required by this Contract to confirm that this transaction and the parties executing the documents are fully authorized and empowered to act. (e) Owner Policy. An Owner's Policy of Title Insurance ("Owner's Title Policy") issued by the Title Company, insuring good and indefeasible title to the Property in Purchaser in a face amount equal to the Purchase Price, and containing no exceptions other than the Permitted Exceptions; an exception for fees and taxes for the calendar year in which the Closing occurs and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership; an exception for any discrepancies, conflicts, or shortages in area or boundary lines, any encroachments or protrusions, or any overlapping of improvements; an exception for homestead or community property or survivorship rights, if any, of any spouse of any insured; an exception for any title or rights asserted by anyone, including but not limited to persons, corporations, governments, or other entities to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs, or oceans, or to any land extending from the line of mean low tide to the line of vegetation, or to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or to filled -in lands, or artificial islands, or to riparian rights or other statutory water rights, or the rights or interests of the state in which the Property is located or the public generally in the area extending from the line of mean low tide to the line of vegetation, or the right of access to or right of easement along and across the same; and any other printed exceptions that are customary for an Owner's Title Policy in the State of Texas. 6.5. Purchaser's Obligations at Closing. At Closing, Purchaser will deliver, or have delivered in accordance with local custom and practice, to the Title Company the following: (a) Cash Funds. The cash funds for the Purchase Price (as defined in Section 2.1). (b) Closing Documents. Any other necessary or appropriate items or instruments reasonably requested by the Title Company or Seller. (c) Evidence of Authority. Any documents reasonably requested by the Title Company or required by this Contract to confirm that this transaction and the parties executing the documents are fully authorized and empowered to act. 6.6. Delivery of Possession. Possession of the Property will be delivered to Purchaser at Closing, after completion of funding, subject only to the Permitted Exceptions. ARTICLE 7 REPRESENTATIONS, WARRANTIES, AND COVENANTS 7.1. Seller's Representations, Warranties, and Covenants. Seller represents, warrants, and covenants to Purchaser the following: (a) Authority. Seller has been duly organized and is in good standing under Page 8 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 682 the laws of the state of its organization. Seller has the legal right and authority to enter into this Contract and to transfer all of the Property under this Contract. The person signing this Contract on Seller's behalf is authorized to do so. (b) Title to Property. The Seller has good and indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. (c) Leases. All Leases shall have expired or otherwise terminated and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property, including without limitation, all personal property of any such tenants or parties, on or before the date of Closing. (d) Condemnation; Legal Action. To Seller's actual knowledge, there is no pending or threatened condemnation or similar proceeding affecting the Property or pending liens in, about, or outside the Property that will affect the Property or access to it, nor any legal action of any kind affecting the Property that will affect Purchaser, nor is any such legal action presently contemplated. (e) Governmental Requirements. To Seller's actual knowledge, Seller has complied with all applicable laws, ordinances, regulations, statutes, rules, and restrictions pertaining to and affecting the Property, and Seller's performance of this Contract will not result in any breach of, constitute any default under, or result in imposition of any lien or encumbrance on the Property under any agreement or other instrument to which Seller is a party or by which Seller or the Property might be bound. (f) Environmental. Seller has no actual knowledge of and has not received any written notice about any violation of Environmental Laws related to the Property or the presence or release of Hazardous Materials on or from the Property or any adjacent property. Seller has not received any written notice of any threatened or pending suit or proceeding concerning the Property relating to any Environmental Law. The term "Environmental Laws" includes the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act, and other federal laws governing the environment, pollution, or hazardous materials in effect on the Effective Date of this Contract, together with their implementing regulations and guidelines as of the Effective Date of this Contract, and all state, regional, county, municipal, and other local laws, regulations, and ordinances that are similar to the federal laws stated above or that purport to regulate the environment, pollution, or hazardous materials. The term "Hazardous Materials" includes any substance, material waste, pollutant, or contaminant regulated, listed, or defined as hazardous or toxic under any Environmental Law. To Seller's actual knowledge, the Property has not been used as a landfill or as a dump for garbage or refuse. (g) Terrorist Organizations Lists. Neither Seller nor, to Seller's actual knowledge, any of its respective partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is or will become a person or entity with Page 9 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 683 whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury (including those named on the OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action. (h) Pending Actions. To Seller's actual knowledge, Seller has not received written notice of any action, lawsuit, arbitration, unsatisfied order or judgment, government investigation, or proceeding pending against Seller that, if adversely determined, could materially interfere with the transaction contemplated by this Contract. (i) No New or Amended Agreements. After the Effective Date and continuing through the earlier of the Closing Date or the termination of this Contract, Seller will not, without Purchaser's prior written consent, which may be withheld or denied in Purchaser's sole discretion, enter into any leases, licenses, occupancy agreements, or other agreements providing for the use or occupancy of the Property or services for the Property for a term that extends beyond the Closing Date. (1) Further Action of Seller. From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Advise the Purchaser promptly of any litigation, arbitration, or administrative hearing, or claims related thereto, concerning or affecting the Property. (ii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iii) not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (iv) Seller shall indemnify and hold Purchaser harmless, to the extent permitted by law, from all loss, liability, and expense, including, without limitation, reasonable attorneys' fees, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to Closing. (v) Seller shall provide any necessary written authorization required by Purchaser prior to Closing for any permitting, planning or zoning applications; provided, however, that no permitting, planning or zoning shall become final prior to the Closing Date, including, but not limited to, the filing and recording of any plats. 7.2. Purchaser's Representations, Warranties, and Covenants. Purchaser Page 10 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 684 represents, warrants, and covenants to Seller the following: (a) Authority. Purchaser has been duly organized and is in good standing under the laws of the state of its organization. Purchaser has the legal right and authority to enter into this Contract and to make the transactions under this Contract. The execution, delivery, and performance of this Contract have been duly authorized, and no other action by Purchaser is required for the valid and binding execution, delivery, and performance of this Contract, except as otherwise expressly provided. There is no agreement to which Purchaser is a party or, to Purchaser's knowledge, binding on Purchaser that is in conflict with this Contract. (b) Terrorist Organizations Lists. Neither Purchaser nor, to Purchaser's actual knowledge, any of its respective partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is or will become a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury (including those named on the OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action. 7.3. As Is. Once the Review Period has expired, Purchaser will have examined and inspected the Property, reviewed all instruments, records, and documents that Purchaser deems appropriate or advisable to review in connection with this transaction, and, at its own cost and expense, made its own independent investigation into the Property and all other aspects of this transaction. PURCHASER AGREES THAT, EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES IN SECTION 7.1, SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES ABOUT THE COMPLIANCE OR NONCOMPLIANCE OF SELLER OR ANY OTHER PERSON OR ENTITY OR THE PROPERTY OR ITS OPERATION WITH (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS, AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES ASSERTING JURISDICTION OVER THE PROPERTY, INCLUDING BUT NOT LIMITED TO THOSE RELATING TO ZONING, LAND USE, BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS, OR WASTE; AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS (PUBLIC OR PRIVATE), DEVELOPMENT AGREEMENTS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING THE USE, DEVELOPMENT, AND OPERATION OF THE PROPERTY. PURCHASER AGREES THAT THE PROPERTY WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) PURCHASER AT CLOSING IN ITS CONDITION AT THE TIME, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY Page 11 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 685 WRITTEN OR ORAL REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, OTHER THAN THE SPECIAL WARRANTY OF TITLE IN THE DEED. FURTHER, PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER HAS KNOWLEDGE AND EXPERTISE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTION CONTEMPLATED BY THIS CONTRACT AND THAT PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION. PURCHASER AGREES THAT THE PROVISIONS IN THIS SECTION WILL SURVIVE THE CLOSING. PURCHASER WILL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED BY SELLER, ITS AGENTS, OR ITS CONTRACTORS. SELLER WILL NOT BE LIABLE OR BOUND IN ANY WAY BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION ABOUT THE PROPERTY OR ITS OPERATION FURNISHED BY ANY PARTY PURPORTING TO ACT ON SELLER'S BEHALF. ARTICLE 8 DEFAULT 8.1. Purchaser's Default. If Purchaser defaults in its obligation to purchase the Property from Seller under this Contract, Seller may, as its sole and exclusive remedy for the breach, terminate this Contract by written notice to Purchaser and the Title Company, and upon any such termination the Title Company will immediately deliver to Seller the Earnest Money Deposit, which is agreed on as the amount payable by Purchaser to Seller in consideration of Purchaser having the option to refuse to purchase the Property without any liability on account of its refusal other than payment of the Earnest Money Deposit. 8.2. Seller's Default. If Seller defaults in its obligation to convey the Property to Purchaser under this Contract, the Purchaser may, as its sole and exclusive remedy, either (i) terminate this Contract by written notice to Seller and the Title Company, in which event the Earnest Money Deposit will be returned to Purchaser, or (ii) enforce specific performance of Seller's obligations under this Contract. In no event will Seller be liable to Purchaser for any actual, punitive, speculative, consequential, or other damages. ARTICLE 9 CASUALTY LOSS 9.1. Risk of Loss. Risk of loss due to casualty up to and including the Closing Date will be borne by Seller (as between Seller and Purchaser), except to the extent of any loss or damage caused solely by the acts of Purchaser or its agents, employees, contractors, or invitees. The provisions of this Section will govern despite any contrary provisions of Texas Property Code Section 5.007. 9.2. Condemnation. By written notice to Purchaser given within five (5) days after Seller receives written notice of proceedings in eminent domain affecting the Property that are contemplated, threatened, or instituted by anybody having the power of eminent domain, Page 12 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 686 Purchaser may (a) terminate this Contract and the Earnest Money Deposit will be immediately returned to Purchaser without the necessity of obtaining any consent or release by Seller, or (b) proceed under this Contract, in which event Seller will, at Closing, assign to Purchaser its entire right, title, and interest in and to any condemnation award. The provisions of this Section will govern despite any contrary provisions of Texas Property Code Section 5.007. ARTICLE 10 BROKER FEES AND COMMISSIONS 10.1. No Brokerage Fees. Neither Seller nor Purchaser has contacted any real estate broker, agent, finder, or similar person in connection with the negotiation and execution of this Contract, the transactions contemplated by it, or the sale and purchase of the Property. To the actual knowledge of Seller and Purchaser, no Acquisition Fees have been paid or are due to any other person or entity. As used this Section, "Acquisition Fees" means all fees paid to any person or entity in connection with the selection and purchase of the Property, including real estate commissions, selection fees, nonrecurring management and startup fees, development fees, and any other similar fees. If any claims for Acquisition Fees are ever made against Seller or Purchaser in connection with the transactions contemplated by this Contract, all such claims will be the responsibility of the party whose commitments form the basis of the claims. Seller and Purchaser each agree to indemnify and hold harmless the other from and against any and all liabilities, claims, demands, or actions for or with respect to Acquisition Fees asserted by any person, firm, or corporation in connection with this Contract or the transactions contemplated by it, and any court costs, attorney fees, or other costs and expenses arising from it, insofar as any such liabilities, claims, demands, or actions are based on a contract or commitment of the indemnifying party. This indemnification provision will survive the Closing or the termination of this Contract, as applicable. ARTICLE 11 NOTICE 11.1. Notice Designation. All notices required or permitted under this Contract must be in writing and be served on the parties at the addresses listed below. Unless otherwise provided, all notices must be given or served (a) by overnight delivery using a nationally recognized overnight courier, (b) by personal delivery, (c) by fax transmission during normal business hours with a confirmation copy delivered by another method permitted under this Section other than e- mail, or (d) by e-mail sent to the e-mail address listed below with a confirmation copy delivered by another method permitted under this Section other than fax transmission. Notice given by all permitted forms other than fax transmission or e-mail will be effective on the earlier of actual delivery to the address of the addressee or refusal of receipt by the addressee (even if the addressee refuses delivery). Notice given by fax transmission or e-mail will be effective on the transmission or attempted transmission of a fax to the phone number designated as the recipient's fax number during normal business hours or an e-mail to the e-mail address designated as the recipient's e-mail address during normal business hours. A party's address, fax number, or e- mail address may be changed by written notice to the other party, but a notice of change is not effective until actual receipt of the notice. Copies of notices are for informational purposes only, Page 13 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 687 and a failure to give or receive copies of any notice will not be deemed a failure to give notice. Notices given by a parry's attorney will be deemed given by that party. The notice addresses of the parties are specified below until further notice: Seller: John M. McCormack Terrano Realty, Inc. 1303 Campbell Road Houston, Texas 77055 Phone: 713-984-0200 Fax: Email: with a copy to: Name: Address: Phone: Fax: Email: Purchaser: Galen Gillum Denton Municipal Electric - City of Denton 1659 Spencer Road Denton, Texas 76205 Fax: (940) Email: galen.gillum@cityofdenton.com with a copy to: Lawrence C. Collister, Deputy City Attorney City of Denton 215 E. McKinney St. Denton, Texas 76209 Fax: (940) 382-7923 Email: larry.collister@cityofdenton.com ARTICLE 12 MISCELLANEOUS 12.1. Binding Agreement. This Contract and all of its terms, provisions, and covenants will apply to, be binding on, and inure to the benefit of the parties and their respective successors and assigns. 12.2. Headings. The headings used in this Contract are for convenience only and are Page 14 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) .:: not intended in any way to limit or expand the terms and provisions of this Contract. 12.3. Time of Essence. Time is of the essence in this Contract. 12.4. Governing Law, This Contract will be governed by and interpreted under the laws of the State of Texas, regardless of any conflict -of -law rules. This Contract will be specifically performable in Denton County, Texas. 12.5. Entire Agreement. This Contract contains the entire agreement of the parties. All understandings, discussions, and agreements previously made between the parties, written or oral, are superseded by this Contract, and neither party is relying on any warranty, statement, or representation not contained in this Contract. 12.6. Amendment. This Contract may not be altered, changed, or amended except by a written agreement signed by all parties. 12.7. Counterparts. This Contract may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one agreement. 12.8. Date Computation. If any significant date falls on a Saturday, Sunday, or federal or state holiday, the date will be deemed moved to the next business day that is not a Saturday, Sunday, or federal or state holiday. The term "business day" means a day that is not a Saturday, Sunday, or federal or state holiday. 12.9. Contract Consideration. In addition to the Earnest Money Deposit, Purchaser will pay to Seller the amount of One Thousand and No Cents ($1,000.00) as independent contract consideration for Seller's execution and delivery of this Contract and all of its provisions, including Purchaser's right to terminate this Contract during the Review Period. This consideration is in addition to and independent of any other consideration or payment provided in this Contract and is nonrefundable to Purchaser. 12.10. Confidentiality. Before Closing, Seller and Purchaser will not disclose the content or substance of the terms, conditions, and provisions of this Contract to any person or entity without the other party's written consent. However, nothing in this Section prohibits Purchaser from disclosing the terms of this Contract to Purchaser's attorneys, accountants, lenders, engineers, and partners. The confidentiality provisions of this Section will not apply to any matters of public record or matters generally known to the public, or any disclosures made by Purchaser or Seller as required by law, ordinance, subpoena, court order, or regulation. Purchaser and Seller will give each other written notice before making any disclosure under a subpoena or court order. 12.11. Assignment. Purchaser will not assign, transfer, or convey its rights or obligations under this Contract or with respect to the Property without Seller's written consent. 12.12. Effective Date. The date that Purchaser executes this Contract will be the Effective Date of this Contract. Page 15 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 689 12.13. Construction. This Contract is the result of negotiations between the parties, neither of whom has acted under any duress or compulsion, whether legal, economic, or otherwise. Accordingly, the terms and provisions of this Contract will be construed in accordance with their usual and customary meanings. Seller and Purchaser waive the application of any rule of law that would otherwise apply in the construction of this Contract that ambiguous or conflicting terms or provisions should be construed against the party who (or whose attorney) prepared the executed Contract or any earlier draft of it. 12.14. Exchanie. Seller may elect to participate in a tax -deferred exchange under the Internal Revenue Code. If Seller elects to participate, Purchaser will reasonably cooperate with the election; however, Purchaser will have no obligation to incur any cost or liability or to take title to any real property (other than Purchaser's acquisition of the Property under this Contract), and the Closing will not be conditioned on or unreasonably delayed by any exchange. If Seller elects to participate Seller will provide all documents requested from the other party at least three (3) business days before the Closing and will indemnify and hold Purchaser harmless from any claims, liabilities, or damages arising from the cooperation, and the indemnity obligation will expressly survive the termination or Closing of this Contract. 12.15. Attorney Fees. If it becomes necessary for either Seller or Purchaser to employ legal counsel or to bring an action at law or other proceeding to enforce any of the terms, covenants, or conditions of this Contract, the prevailing party in any action or proceeding will be entitled to recover its costs and expenses incurred, including its reasonable attorney fees, from the other party. The term "prevailing party" means the party that has succeeded on a significant issue in the litigation and achieved a benefit with respect to the claims at issue, taken as a whole, whether or not damages are actually awarded to that party. 12.16. Survival Clause. The provisions of Section 6.3, Article 7, and Article 10 of this Contract will survive the Closing for a period of six (6) months and remain in full force and effect between the parties for that period. --- This space left blank intentionally Page 16 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 690 SELLERS: Terrano Realty, Inc., a Texas corporation By: Signature Printed Name Title Signed on the day of November, 2016. NW Realty, Inc., a Texas corporation By: Signature Printed Name Title Signed on the day of November, 2016. Medanjo Partners, Ltd., a Texas limited partnership By and through its general partner, Anpawi, L.L.C., a Texas limited liability company By: Signature Printed Name Title Signed on the day of November, 2016. Page 17 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 691 PURCHASER: City of Denton, a Texas home -rule municipal corporation Howard Martin, Interim City Manager, under the authority of City of Denton Ordinance No. 2016 - Signed on the day of November, 2016. ATTEST: Jennifer Walters, City Secretary APPROVED AS TO FORM: Anita Burgess, City Attorney Page 18 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 692 ACCEPTANCE BY TITLE COMPANY The undersigned title company, Reunion Title, referred to in this Contract as the Title Company, acknowledges receipt of a fully executed copy (or executed counterparts) of the Contract, and accepts the obligations of the Title Company as stated in the Contract. TITLE COMPANY: Reunion Title By: Signature Printed Name Title Signed on the day of November, 2016. Page 19 of 19 - Real Estate Sales Contract (City of Denton/Brinker SS and related easements) 693 EXHIBIT A LEGAL DESCRIPTION BEING a 38.889 acre tract of land situated in the Mary L. Austin Survey, Abstract No. 4, City of Denton, Denton County, Texas, and being part of a called 27.7488 acre tract of land described in a Deed to Terrano Realty, Inc„ as recorded in Document No. 96-010141 of the Real Property Records of Denton County, Texas, and part of a called 318.937 acre tract of land described in a Deed to Staff Realty, $nc., as recorded in Document No. 94-006845 of the Real Property Records of Denton County, Texas, and being known as a part of Lot 1, Block 1 and a part of Lot 1, Block 2 of Municipal Utility Addition, per the Final Plat recorded in Cabinet G. Page 346 of the Plat Records of Denton County, Texas, and also being all of that certain 100 foot wide right-of-way shown as Morse Road on said Final Plat, and being more particularly described as follows: BEGINNING at 518 inch iron rod with cap stamped "TNP" set for comer in the West line of the above cited 27.7488 acre tract and Lot 1, Block 1, said point being in the South line of Shady Oaks Drive, a variable width right-of-way per Deed recorded in Document No. 2008-21943 of the Official Records of Denton County, Texas, said point also being in the Fast line of a tract of tand described in a Deed to NW Realty, Inc., as recorded in Document No. 93-65091 of the Real Property Records of Denton County, Texas; THENCE in a Southeasterly direction, along the South line of said Shady Oaks Drive, and along a non -tangent curve to the right having a central angle of 50°12'27", a radius of 715.00 feet, a chord bearing of South 71'34'02" East, a chord distance of 606.69 feet and an arc length of 626.54 feet to a 518 inch iron rod with cap stamped "TNP" set for comer; THENCE South 46°27'48" East continuing along the South line of said Shady Oaks Drive, for a distance of 100.00 feet to a 518 inch iron rod with cap stamped "TNP" set for corner at the beginning of a curve to the left; THENCE in a Southeasterly direction, continuing along the South line of said Shady Oaks Drive, and along said curve to the left having a central angle of 42°5243", a radius of 885.00 feet, a chord bearing of South 67*54'11" East, a chord distance of 646.96 feet and an arc length of 662.31 feet to 518 inch iron rod with cap stamped "TNP" set for corner; THENCE South 02"49'24" West departing the South line of said Shady Oaks Drive, for a distance of 1517.94 feet to a 518 inch iron rod with cap stamped "TNP" set for corner in the South line of said 318.937 acre tract, said point also tieing in the North line of a called 53.865 acre tract of land described in a Deed to N. Alex Bickley, Trustee, as recorded in Volume 987, Page 548 of the Deed Records of Denton County, Texas; THENCE North 87°54'05" West along the South line of said 318,937 acre tract and the North line of said 53.865 acre tract, for a distance of 407.70 feet to a 518 inch iron rod with cap stamped "TNP" set for corner at the most Southerly Southwest corner of said 318.937 acre tract, said point also being the most Easterly Southeast corner of Lot 2, Block 2 of Municipal Utility Addition, per the Replat recorded in Document No. 2009-139 of the Plat Records of Denton County, Texas; THENCE North 02'20'56" East along the West line of said 318.937 acre tract and the East tine of said Lot 2, Block 2, for a distance of 644.99 feet to a 112 inch iron rod with cap stamped "H&N 1849" found for corner at the Northeast corner of said Lot 2, Block 2, said point also being the Southeast comer of said 27.7488 acre tract; THENCE North 89°31'45" West departing the West line of said 318.937 acre tract, and along the South line of said 27.7488 acre tract and the North line of said Lot 2, Block 2, for a distance of 864.29 feet to a 518 inch iron rod with cap stamped "TNP" set for corner at the Southwest corner of said 27.7488 acre tract, said point also being the Southeast corner of said NW Realty tract; THENCE North 03°04'00" East along the common line between said 27.7488 acre tract and said NW Realty tract, for a distance of 1355.63 feet to the POINT OF BEGINNING, and containing 38.889 acres of land, more or less, of width 2.052 acre of land lies within the existing 100 foot wide right-of-way known as Morse Road. 694 EXHIBIT B NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY EASEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT, (the "GRANTOR"), for and in consideration of Ten Dollars ($10.00), and other good and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a Texas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has granted, sold, and conveyed and by these presents does grant, sell and convey unto the GRANTEE perpetual, non- exclusive, and unobstructed easements and rights of way (collectively, the "EASEMENT") for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and/or above ground electric transmission and electric distribution power and/or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient, or desirable appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively referred to herein as the "FACILITIES"), in, on, over, under and across that certain real property situated in Denton County, Texas, being more particularly described in Exhibit "A" and illustrated in Exhibit "B" attached hereto and incorporated into this document by reference (the "EASEMENT PROPERTY"). GRANTEE shall have the right of ingress, egress and regress in, on, over, under and across the EASEMENT PROPERTY for the purposes of and right to construct, maintain, operate, improve, 695 reconstruct, increase and reduce the size and capacity, repair, relocate, inspect, patrol, maintain, remove or replace such FACILITIES within the EASEMENT PROPERTY as GRANTEE may from time to time find necessary, convenient, or desirable, along with all rights necessary or convenient for full use and enjoyment of the above grant. GRANTEE shall have the right, at GRANTEE'S sole cost and expense, to trim or remove trees or shrubbery within said EASEMENT PROPERTY, to the extent, in the sole judgment of GRANTEE, necessary or desirable to prevent possible interference with the efficiency, safety and/or convenient operation of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. GRANTEE may further, at GRANTEE'S sole cost and expense, install gates in existing fences within such EASEMENT PROPERTY. GRANTOR shall not make changes in grade, elevation or contour of the EASEMENT PROPERTY or impound water within, over and/or across the EASEMENT PROPERTY without prior written consent of GRANTEE. GRANTOR, for itself, its successors and assigns, subject to the terms herein and detailed below, expressly reserves the right to occupy and use the EASEMENT PROPERTY for all other purposes that will not interfere with the GRANTEE'S full enjoyment of the EASEMENT and/or the exercise of GRANTEE's rights hereunder. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of buildings, structures, signs, or other obstructions of any kind ("UNPERMITTED STRUCTURES") on the EASEMENT PROPERTY. If any UNPERMITTED STRUCTURES are hereafter constructed or permitted by GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE, then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the reasonable actual costs of such removal. GRANTOR may, following written consent by GRANTEE, construct buildings, structures, or other facilities within the EASEMENT PROPERTY, where GRANTEE determines, in its sole discretion, such construction will not interfere with the safety or operation of the FACILITIES. GRANTEE acknowledges the EASEMENT granted herein is non-exclusive, subject to the 2 696 rights herein granted. However, GRANTOR agrees not to assign further easement rights within the EASEMENT PROPERTY to any other utility providers without the prior, written consent of GRANTEE. Upon written consent of GRANTEE, such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE under separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion of GRANTEE. The EASEMENT shall constitute a covenant running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and their respective successors and assigns. TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns, forever, and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto GRANTEE, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part hereof, by, through, or under GRANTOR, and not otherwise. WITNESS THE EXECUTION HEREOF on the day of , 2016. GRANTOR: 3 697 THE STATE OF § COUNTY OF This instrument was acknowledged before me on the day of , 2016, by of , and acknowledged to me that his signature is the act of the said partnership and that he executed the same on behalf of the said partnership and in the capacity therein stated. AFTER RECORDING RETURN TO: City of Denton — Engineering Department Real Estate and Capital Support 901-A Texas Street, 2" d Floor Denton, Texas 76209 Attn: Paul Williamson Notary Public, State of _ My commission expires: 11 698 FX141RIT "A" ELECTRIC EASEMENT Terrano Realty Tract BEING a 0.040 acre tract of land situated in the Mary L. Austin Survey, Abstract No, 4, City of Denton, [Denton County, Texas, and being a part of a called 27.7488 acre tract of land described on Exhibit A in a Deed to Terrano Realty, Inc., as recorded in Document No. 96-10141 of the Real Property Records of Denton County, Texas, and also being a part of Lot 1 Block 1 per the Final Plat of Municipal Utility Addition, as recorded in Cabinet G. Page 346 of the Plat Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 5l8 inch iron rod with cap stamped "TNP" set for corner at the intersection of the Northeast line of said 27,7488 acre tract with the North line of Shady Oaks Drive, a variable width right-of-way per Document No. 2008-21943 of the Official Records of Denton County, Texas, said point being in the Southwest line of a Drainage and Utility Easement, as shown on said Final Plat of Municipal Utility Addition, from which the most Easterly Northeast corner of said 27.7488 acre tract and the most Southerly corner of said Drainage and Utility Easement bears South 54°48'42" East a distance of 695.42 feet; THENCE in a Northwesterly direction, departing the Northeast line of said 27.7488 acre tract, along the North line of said Shady Oaks Drive and along a non -tangent curve to the left having a central angle of 05°13'33", a radius of 905.00 feet, a chard bearing of North 80'43'43" West, a chord distance of 82.52 feet and an arc length of 82.54 feet to a 518 inch iron rod with cap stamped "TNP" set for corner; THENCE North 01"1T19" East departing the North line of said Shady Oaks Drive, and along the East line of an existing 0.223 acre Electric Utility and Communication Easement described in Document No. 2014-26092 of the Official Records of Denton County, Texas, for a distance of 43.45 feet to a point for corner in the Northeast line of said 27.7488 acre tract and the Southwest line of said Drainage and Utility Easement, from which the most Northerly !Northeast corner of said 27.7488 acre tract bears North 54°48'42" West a distance of 30.77 feet; THENCE South 54°48'42" East along the Northeast line of said 27.7488 acre tract and the Southwest line of said Drainage and Utility Easement, for a distance of 98.45 feet to the POINT OF BEGINNING, and containing 0.040 acres of land, more or less. NOTE, Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83(2011) .Epoch 2010) as derived locally from Western Oata Systems Continuously Operating Reference Stations (CORS) via Real Time Kinemalic (RTK) survey methods. Distances represent surface values utilizing a surface adjustment factor of 1a00014 r397 to scale from grid to surface. Todd B. Turner, R.P.L.S. No. 4859 Teague Nall & Perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 940-383-4177 Date: June 1, 2016 Revised: August 22, 2016 (Address Title Commitment Schedule B Items) $ T I TODD & TURNER ..y.................. .0 4859 yo;ess,°d D �4. S U Ry A to Electric Easement — Terrano Really Tract Page 7 of 2 cc y rn � r 8 e fA G � f7 ❑ 'i m ?LmG��O-a m a v }mj, i "n a ��niimN 3 -q I W. P by tb --� �. O X � F In { �i G � w � T 7 /n► �i v � � 6r � � �y �nQ�S 9'w �i �� m �'9 � � $. •� Tom_ � �^ v iiIIM66q'g?� [ gti O 6-ESh7�❑1rr1 tT �4nn `rr'":{ v,� �w �;•D {`, `� h A 1fjF- 33 17 g Ll , PO�po ��� o o v ca o 9 i 6-P ;D .l gl� SA w 1�'I � 4 � � •'�i � f « M * I Ic rn� W LIRA wZ P� c N Ptn ZIn arm g� oo a �g _0133° u, rz pCycoco qX � �� a�i,� 0 a x ze"Z �I m p C�> 0;x � � � y -,': mod w> m y zz 2 m rn a �i * r+a cp Gam] r`- (-- 2� pso.$U'�,�r� m =C 11� mm m �rn NACC STAFFREALrr, rnrc. rQ co Q y - M CALLED 318,937 ACRES p ao w- cn r03 aoc. No. 9�ooasa5 -� "' z m aa R.P.R.A.C.T. cn cn m = O EXHIBIT "A" ELECTRIC EASEMENT Medanjo Partners Tract BEING a 0.800 acre tract of land situated in the Mary L. Austin Survey, Abstract No. d, City of Denton, Denton County, Texas, and being a part of a called 72.761 acre tract of land described as Exhibit A Part 1 in a Deed to Medanjo Partners, Ltd., as recorded in Document No. 2015-764 of the Official records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 112 inch iron rod with cap stamped "WAl" found for the Southwest corner of the above cited 72.761 acre tract and the Southeast corner of Brinker Road, a variable width right -of --way per Document No. 2008-21943 of the Official Records of Denton County, Texas, said point also being in the Forth line of a called 17 acre tract of land described in a Deed to Arthur O. McNitzky Post No. 71, American Legion, Denton, Texas, as recorded in Volume 561, Page 464 of the deed Records of Denton County, Texas; THENCE North 02'01'29" West along the West line of said 72.761 acre tract and the East line of said Brinker Road, for a distance of 38.34 feet to a point for corner; THENCE South 87`55'10" East for a distance of 908,28 feet to a point for corner; THENCE South 01°57'55" West for a distance of 38.19 feet to a 518 inch iron rod with cap stamped "Cox 4577" found for corner in the South line of said 72,761 acre tract, said point also being the Northwest corner of Lot 2-R, Block 1 per the Replat of Denton County Electric Cooperative Addition, as recorded in Cabinet 0, rage 8 of the Plat Records of Denton County, Texas and 1he Northeast corner of Lot 6, Block 1 per the Replal of Spencer Square, as recorded in Cabinet Y, Page 74 of the Plat Records of Denton County, Texas; THENCE North 88'00'11" West along the South line of said 72.761 acre tract and the North line of said Lot 6, Block 1, for a distance of 335,20 feet to a 518 inch iron rod found for comer at an angle point, said point being the Northwest corner of said Lot 5, Block 1 and the Northeast corner of said 17 acre tract; THENCE North 87`54'05" West along the South line of said 72.761 acre tract and the North line of said 17 acre tract, for a distance of 670.42 feet to the POINT OF BEGINNING, and containing 0.800 acres of land, more or less, ELECTRIC EASEMENT NO. 2 BEING a 0.046 acre tract of land situated in the Mary L. Austin Survey, Abstract No. 4, City of Denton, Denton County, Texas, and being a part of a called 72.761 acre tract of land described as Exhibit A Part 1 in a Deed to Medanjo Partners, Ltd., as recorded in Document No. 2015-764 of the Official Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a point for corner in the West line of State Highway Loop 288, a variable width right-of-way, said point being the Southeast corner of the above cited 72.761 acre tract and the Northeast corner of Lot 2-R, Block 1 per the Replat of Denton County Electric Cooperative Addition, as recorded in Cabinet Q. Page 8 of the Plat Records of Denton County, Texas, from which a 518 inch iron pipe found for reference bears South 88°00'11" East a distance of 0,49 feet and a TXDOT brass monument found for reference bears along a curve to the right having a central angle of 00°46'37", a radius of 2804.79 feet, a chord bearing of South 09°02'42" West, a chord distance of 38.03 feet and an arc length of 38-03 feet; THENCE in a Northeasterly direction, along the West line of said State Highway Loop 288, and along a curve to the right having a central angle of 01 °29'37", a radius of 2804.79 feet, a chord bearing of North 07"54'35" East, a chord distance of 73.11 feet and an arc length of 73.11 feet to a point for corner; THENCE North 87°25'34" West departing the West line of said State Highway Loop 288, and along the North line of a 20' Public Utility Easement per instrument recorded in Volume 1622, Page 685 of the Deed Records of Denton County, Texas, for a distance of 25.08 feet to a point for corner at the POINT OF BEGINNING for the herein described easement; p Elactrrc Easement — Medanjo Partners tract Page 1 of 5 3 THENCE North 87`25'34" West continuing along the North line of said 20' Public Utility Easement, for a distance of 57.12 feet to a point for corner in the East line of a 70' Public Utility Easement per instrument recorded in Volume 1085, Page 717 of the Deed Records of Denton County, Texas; THENCE North 00°24'46" East departing the North tine of said 20' Public Utility Easement, and along the East line of said 70' Public Utility Easement, for a distance of 33.92 feet to a point for corner; THENCE South 87°55'54" East departing the East line of said 70' Public Utility Easement, for a distance of 60.98 feet to a point for corner at the beginning of a non -tangent curve to the right; THENCE in a Southerly direction, along said non -tangent curve to the right having a central angle of 00'42'42", a radius of 2779.79 feet, a chord bearing of South 06°50'55" West, a chord distance of 34.53 feet and an arc length of 34.53 feet to they POINT OF BEGINNING, and containing 0.046 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone, NA083(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CCRS) via Real Time !Cinematic (RTK) survey methods. Distances represent surface values utilizing a surface adjustment factor of 1,000147317 to scale from grid to surface_ Todd B. Turner, R.P.L.S. No. 4859 Teague Nall & Perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 940-383-4177 Date- June 1, 2016 Revised: August 22, 2016 (Address Title Commitment Schedule 8 Items) 31 4 GtiSTON TOOO M TURNER •.A 4559 :E $ S: O S U f o Electric Easement — Medenjo Partners Tract Page 2 of 5 0 tV 133NS 3�S -- �N1�H1gW LL ;y t w' z aV; ev w^ ¢ LLI Ld Ia QZLU ¢ o " W .gt a 04 awe Q ~ C+? 2 k j L � Ow a < Qu 0Q wOD Of H O t W C r ¢Z z W 4 C,4 CS_ W , J N IL Wui it ce jz � 121 .4 j 1 WIL g co Oz0�- oaw 0 co O i- J + +w LU w 0> I U 0. + I 0w a �s r G �8 3 spk E c tit K CD V k . • \� u � E#61Z evoa '4N' 0Q a �1 .AVM'-qO 1HDIV Hi CUM a-IGY1�1Y 3 p (a31ona -SNOD iON) '� �' •'•' • °1 ~ la. LU � rL Lu '2w` � 8 C s O w r� H V 0 -r � z w 0 L)v,. Z C IL z P W � (tip� fi SZo 12 m 7 aij r SZ _-J J �� 4 T r TT N 14 N �s _ r _� � L9 IJ F cn LU fn W c w I I V � l 3 � r O g W e. y7; Iz LU _ A� J� I lT 1�o 0 � 0 $ _W I l U J � J Q ■ uj N I � 4 1 1 W rCO f in oo z w4Go IF Ifs r C 0 as 2 k Ha cq ch�cq ro f Te-Se W4vaz -oN �ooa •lnrsa 3nrn a3nnod � w W b CQ z C� [V C`d o] o .-. 7 0 r ao r rri o ui IN tIy rh �7 ref co tV N o lad W i:: A F~ ! k -* Lo n w f4 ' N w lnzauszz �LiJ J J J J J C C Z Q LL w v' Q r U) LU � _ ! w m Z Z Z Z<E —r-Uj I—L) W j W W �< , B x � oFE x esw� LU x ^ r3 s� ss a t5 eiaa rc rc a o d a+ d oe d • � � u � � � � �4 *� �l❑2�d vi 'od )%.IWO 3t1b nos a3ON3dS CL i N0019 `9 -Lpl C C 133HS 33S — 3NI-jF10j.VW kl } LL D w EL v CIA LO LL- a 0 o LU LLJ c o L LU Ld D ❑ F Lil m � O Lu a ❑, H a 7 y �6 R v oa Q o o~war +C �� o �O� g LL �' �, �=.��ry� �' � ❑ � �� F r��a �ci+st,oN �, c3❑a�a❑po � � � 3 Ww� non �'�w�r � ❑o �rc?c,c�� dGoq� aa,ottzamx °� � 8 € va Q Gcsa000 W xo W❑off aaaa° �' ��oo4go— w go m F wgmtl3 0 4� � �o �o6opom � OE yy W9r$ o 0 ''-Wr-. - m D;R-�j`gwr 8y} } 9��j$��jj�5 ' , -z E 0.aryaL��{ ra,� x� ���a��,� w "?„��,�❑"❑ „ .�^ ra a 8d� S � � �°may 4�G k � �r � � 6 E �'❑ F- .7 6 6 d�a}} i�}�} 4}} }}}}� � G � O00 ❑ E � 4 3 _ u. 4 F p ,� ❑ 3. E LU W c sJJw" ��¢ Lr � ... G.' .- N (4 Cm CCC��� h {~j U C❑ yp erg y� {r� y �n n n n R tb +n W W w W 2 R ti 11 f+ �S A�i6 'AS !p p FI 1 J M1l J r �E W 90 _ N i6 W t6 W W W m m 21 tCL ;;c 'U �,� 1�p' _ �, ��? C7 V ❑ qa a OaLyp�' � � �O°4Qao❑Q❑ ❑❑C] � t3 'S Q w' � a `a � '5 LU n ..1 Dui q. aom3❑ v s� �r-Fc.����mcamn Q-m V:j"--6 ea iaU ",. � a p.r.9± ;4 �'C 8e oo, 4g o O g3S3 og a�$ °S osgs ° Q9!!?gMS Q..g gggs W ?RlEEEE it Q m 40 A w R W W ND m W W w W W W wwww ,% W p �^ W W '� WwU L' . w w ww w wwww W w_W_ -,U, . w w_ U uj gQaaE k_Www_ w u� ESpQ.y� 'oao: ._.?1 W S��"o6' �0!��'o�S$---a Haig,, -kI $e .525tStS S u Or" s win �. v �- ,... ,... „ �. �. v .�..�..�..� .� Z. � Z..._ Z, Z...� �. V : [] �..� .� ........ � � e•; v V S x � r W O � S7 VI a a py cS rS t} s� o � a a � d a i rr G o2 o � CL � 'a v to EXHIBIT "A" ELECTRIC EASEMENT Staff Realty Tract BEING a 0.642 acre tract of land situated in the Mary L. Austin Survey, Abstract No, 4, City of Denton, Denton County, Texas, and being a part of a called 316,937 acre tract of land described in a Deed to Staff Really, Inc., as recorded in Document No. 94-006845 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 518 inch iron rod with cap stamped "TNP" set for the Southwest comer of the above cited 318.937 acre tract, said point being the most Easterly Southeast corner of Lot 2, Block 2 per the Replat of Municpal Utility Addition, as recorded in Document No. 2009-139 of the Plat Records of Denton County, Texas, said point also being in the North line of a called 53.865 acre tract of land described in a Deed to N. Alex Bickley, Trustee, as recorded in Volume 987, Page 548 of the Deed Records of Denton County, Texas, from which a 112 inch iron rod found for the Northwest corner of said 53.865 acre tract and an interior ell corner of said Lot 2, Block 2, bears North 87°58'52" West a distance of 904.51 feet; THENCE South 87°54'05" East along the South line of said 318,937 acre tract and the North line of said 53.865 acre tract, for a distance of 407.70 feet to a 518 inch iron rod with cap stamped "TNP" set for corner at the POINT OF BEGINNING for the herein described easement; THENCE North 02°49'24" East departing the South line of said 318.937 acre tract and the North line of said 53.865 acre tract, for a distance of 37,38 feet to a point for corner; THENCE South 87°57'30" East for a distance of 738,96 feet to a point for corner in the West line of Brinker Road, a variable width right-of-way per Document No. 2008-21943 of the Official Records of Denton County, Texas; THENCE South 02°04'44" East along the West line of said Brinker Road, for a distance of 36.22 feet to a point for corner in the South line of said 318.937 acre tract and the North line of said 53.865 acre tract, from which a 1/2 inch iron rod with cap stamped "WAI" found for the Southeast corner of said Brinker Road right-of-way bears South 87" 54'05" East a distance of 122.00 feet, and a 5/8 inch iron rod found for reference bears South 00°45'39" West a distance of 3.18 feet; THENCE North 87°54'05" West along the South line of said 318.937 acre tract and the North line of said 53.865 acre tract, for a distance of 742.22 feet to the POINT OF BEGINNING, and containing 0.642 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NA083(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing a surface adjustment factor of 1,000147317 to scale from grid to surface. J/i f ... Todd B. Turner, R.P.L.S. No. 4859 ��«. Teague Nall & Perkins ,�Pr�6�gTeREoti'�y 1517 Centre Place Drive, Suite 320 hr s Denton, Texas 76205 ..&..""""" ... .. � rood e. nlanEa 940-383-4177 ••v••••••••••-••••• .. Date: June 1, 2016 x o 4859t Revised: September 02, 2016 (Address Title Commitment Schedule 0 Iterns) ! `��Fs s . alrO1 . 9. d 0, 642 Acre Electric Easement — Staff Realty Tract Page 1 of 3 706 707 M LL O Cl) z y Q Wa �. �W>Cr,�rz� W o=�0 o'' '���_ � ���,o � o; �' ;��o� ion 00 a s" w o N �;oaa m 9� Jyy F- A `� � O u� � rn o Ana ors • A 41 rO 1p �i , d+U C fL 0. Yi tC o Z m u R �' Y n r' r- 2 �- U U O ne 0© rn en a O O p p 0 o In �� F dN y� Na ,� �a ��Ktao ¢ds��,zo©aoa x�a4c��Y M >�v oar Bea m�a c a cMs o�= tro�rtJim Sao am cn pirn taac c pw3s�256��-�c�� � Q S c €_ t � W�.--0 m�� yo,: ��UOUnwU r $ > s u m wy u c n�obb S R ro t� ME vooa�aa tl zi 8 w�4 roU�mn pz ��vn� Ott 2 F�$ a% a'12CL D w�. W N � v> �> � s. Ei @ E L° E T3� �" M OOa❑ a 4* 91 L cP Qi J i U N G O ml 1 O i o O � p0 u m , v� '/�r-_'U�tjo`Y'��a �mauU3Utiu ..m i1 oa> ca0 ° (9gpaooww� noSooSgoogS3 3 3EE— y&dm�o' N 3 F o} a 8 cj c r z_" ..m� r Z �m0 cN� UG u, asNmffi •� m N Nip ,�✓mtO Riuw C EEc oE�s��w�w5ww"wcm�wwwww wwwwwww�O�aivagw w Wwww 5 1$S a c snta3 VRyyG} iwL4wiw1t4 Lo�� r� 3Fo,wScssE 5Q3�i ic4s ��3Ni n a' ... «..........- -,. a ..r ._..„. ..... U .r CJ .....: _...- v 708 _... EXHIBIT "A" ELECTRIC EASEMENT NW Realty Tract BEING a 0.919 acre tract of land situated in the Mary L. Austin Survey, Abstract No. 4, City of Denton, Denton County, Texas, and being a part of that tract of land described in a Deed to NW Realty, Inc., as recorded in Document No. 93-065091 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found in the South line of the above cited NW Realty tract, said point being the Southeast corner of Lot 2, Block 1 of Research Addition, as recorded in Cabinet 0, Page 130 of the Plat Records of Denton County, Texas, said point also being in the North line of a 30' Street Easement, as recorded in Volume 407, Page 472 of the Deed Records of Denton County, Texas, from which a 1/2 inch iron rod found for the Southwest corner of said Lot 2, Block 1 bears North 89'28'12" West a distance of 735.70 feet; THENCE North 01°52'37" East departing the South line of said NW Realty tract, and along the East line of said Lot 2, Block 1, for a distance of 60.02 feet to a point for corner; THENCE South 89°28'12" East for a distance of 667.96 feet to a point for corner in the East line of said NW Realty tract and the West line of Lot 1, Block 2 per the Final Plat of Municipal Utility Addition, as recorded in Cabinet G, Page 346 of the Plat Records of Denton County, Texas; THENCE South 03°04'00" West along the East line of said NW Realty tract and the West line of said Lot 1, Block 2, for a distance of 60.06 feet to a point for the Southeast corner of said NW Realty tract, said point also being in the North line of Lot 2, Block 2 per the Replat of Municipal Utility Addition, as recorded in Document No. 2009-139 of the Plat Records of Denton County, Texas, from which a 1/2 inch iron rod with cap stamped "H&N 1849" found for the Northeast corner of said Lot 2, Block 2 bears South 89°31'45" East a distance of 864.29 feet; THENCE North 89°28'12" West along the South line of said NW Realty tract and the North line of said Lot 2, Block 2, passing a 60d nail found for the most Northerly Northwest corner of said Lot 2, Block 2 and the Northeast corner of said 30' Street Easement at a distance of 23.17 feet, and continuing along the South line of said NW Realty tract and the North line of said 30' Street Easement, for a total distance of 666.72 feet to the POINT OF BEGINNING, and containing 0.919 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing a surface adjustment factor of 1.000147317 to scale from grid to surface. 4,A C 12" L� � Todd-B. Turner, R.P.L.S. No. 4859 Teague Nall & Perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 940-383-4177 Date: June 1, 2016 Electric Easement — NW Realty Tract Page 1 of 2 709 a CV LL 1002id O 9tE 'Jd 'O '8y0 �'u� Z N NOI11OGVA-L1,i.Ln ivd101Nnw W W Z } (/) w ZNOOlB'LlOI "'v, g j Q O _ N� I a t W Wcl�jo�.� 1�o'avo co N I BPS••' Z6090-6{OZ 'ON '000 o I I !; ' d 1N3W3SD'302/10373,9L -al m W Z Z Z Z --- Lx 4:rW�•�:adN, ~ U di Q Z o:N mo B:0 U :o: o m Q H� Q e"'e" •3 „00,60 EON �° • �7 �6 :�'d e `:• ° • Q Q Q V LU CO LC 2 Ur U) Q V Z I°a LU 2 V Z Q Z c� •ono ¢ o N IpZvWiC91' Q N W CL q W CN I �U—1 A co co w UJ a °� W o a Q fI w CD Q000 0i I— odoIq a cQCDcDM o CD �i I IIECOn D �f I z0 w3w o _rl 10 ` II �G W, I a zM� C) Q � Z d eN- ¢ N y� I Uad)H LLI r 0: °° xLa6 ��Nv m Mo U oo V o: !V ; N g m o z cn zel Z OQ ;:. �Z I za w N IS O� NM Q Z x U U I J a 0 J J ; zi I C Z CD CL >. I N lY C 'p zi B N U Z In E 8 E` C I-CU I °'LtY ci' E o �� W W I o W �° a» (D F0) X `" _ O p N U co E a ro D UxQN I Z�O ui �L � c�0 z W UJ c qO yJ � U I aMo N p a o p c X ° 0 5 (7 g (7 <0 L E V Z c E ca `0 0 O C n€; o ai c Y rn a. ca O c c 0 F- c a) Ip c ai u O ri m a Z8'9/Z/ 3 LE,i9o�ON � �i N U 'g a� ; aa) a> ) a� 3 � 3 ai L cn c_ m N p� L al a. o O C c Y > o w N Z (7 I L z O E t m N c 3 LLZ I M r� �E�, OE L `Jd 'O 8b� N= 2 N Q 3 rn ; `0 N o a C �a o a N0111001/ HObb'3832i g (� �' F-- Z ( r w °' a �' °' ZZ�I No���a� o�w 0 0 L �00,8 'z 10, y I ;� E o> a N c>Nc o tS a O I c > (O U N a y C. CO Wp c> > c N CD �~� I Z i L M I 0 (0 0 0 1� Q L W W m« � U r� x m g ) wow . W �i o 0 o tLn U 3 o H Q o 0 o Z m� o a�= i Z. WpQ w J Z 1 W S � U z W > � a � � U U U �. • ® u � a as 710 EXHIBIT "A" ELECTRIC EASEMENT Staff Realty Tract BEING a 4.636 acre tract of land situated in the Mary L. Austin Survey, Abstract No. 4, City of Denton, Denton County, Texas, and being a part of a called 318.937 acre tract of land described in a Deed to Staff Realty, Inc., as recorded in Document No. 94-006845 of the Real Property Records of Denton County, Texas, and being more particularly described as follows; COMMENCING at a 5/8 inch iron rod found for an interior ell corner of the above cited 318.937 acre tract, said point being the Southwest corner of a called 1.54 acre tract of land described in a Deed to Lesee Ann Ifitt, as recorded in Volume 4480, Page 2954 of the Real Property Records of Denton County, Texas, said point also being in the North line of a called 1.000 acre tract of land described on Exhibit A Part 2 in a Deed to Medanjo Partners, Ltd„ as recorded in Document No. 2015-764 of the Official Records of Denton County, Texas, from which a 1/2 inch iron rod with cap stamped "WAI' found for the Northwest corner of said 1.000 acre tract bears North 88*18,05" West a distance of 208.70 feet, and a V2 inch iron rod with cap stamped "WAI" found for the Southeast corner of said 1,54 acre tract bears South 88°18'05" East a distance of 204.39 feet; THENCE North 00°31'31" East along an interior East line of said 318.937 acre tract and the West line of said 1.54 acre tract, for a distance of 298.70 feet to a 1/2 inch iron rod found for an interior ell corner of said 3,18.937 acre tract and the Northwest corner of said 1.54 acre tract, from which a 5/8 inch iron rod found for the Northeast corner of said 1.54 acre tract bears South 88"09'10" East a distance of 201.32 feet; THENCE North 72'29'54" West departing the Northwest corner of said 1.54 acre tract and said interior all corner, for a distance of 39.20 feet to a point for corner at the POINT OF BEGINNING for the herein described easement, said point also being in the West line of an existing Electric Easement described as the Second Tract per instrument recorded in Volume 1084, Page 160 of the Deed Records of Denton County, Texas; for corner in the orth line of variableTHENCE Souh widtthtright right-of-way Pere Document No. 2008-21943feet a of the officialtReco Records of Denton Shady Oaks Drive, a County, Texas: THENCE in a Southwesterly direction, along the North line of said Shady Oaks Drive, and along a non -tangent curve to the left having a central angle of 03'53'38", a radius of 995.00 feet, a chord bearing of South 61 °02'30" West, a chord distance of 67.61 feet and an arc length of 67.62 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner, from which a 1/2 inch iron rod with cap stamped "WAI" found in the South line of said Shady Oaks Drive bears South 30"54'11" East a distance of 170,00 feet; THENCE South 59'05'42" West continuing along the North line of said Shady Oaks Drive, for a distance of 319.62 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the beginning of a curve to the right; THENCE in a Southwesterly direction, continuing along the North line of said Shady Oaks Drive, and along said curve to the of49.78 feet a dnan arc length 0of,49,779 feet to'a 5/8 inus of 0ch iironerod with cap et, a chord bstarmp sing tamped setest, a chord distance t for corner THENCE South 27"45'12" East continuing along the North line of said Shady Oaks Drive, for a distance of 40.00 feet to a 5/8 inch iron rod with cap stamped "TNP" set for comer at the beginning of a non -tangent curve to the right; THENCE in a Southwesterly direction, continuing along the North line of said Shady Oaks Drive, and along said non -tangent curve to the right having a central angle of of 339.14 feet and an arc ength4of 340.99 feet to a 0'27", a radius of 5 8 inch eiron arod with cap chord rstamped ing of U TI72'35'01" West, a "TNP" set or corner; chard distance THENCE South 82°55'16" West continuing along the North line of said Shady Oaks Drive, for a distance of 89.17 feet to a 5/8 inch iron rod with cap stamped 'TNP" set for comer; THENCE North 07"04'44' West continuing along the North line of said Shady Oaks Drive, for a distance of 30.00 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 82°55'16" West continuing along the North line of said Shady Oaks Drive, for a distance of 700.00 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; Page 1 of 8 4.636 Acre Electric Easement — Staff Realty Tract 711 THENCE North 07'04'44" West continuing along the North line of said Shady Oaks Drive, for a distance of 20.00 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 82`55'16" West continuing along the North line of said Shady Oaks Drive, for a distance of 151.54 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE North 07°04'44" West continuing along the North line of said Shady Oaks Drive, for a distance of 30.00 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 82'55'16" West continuing along the North line of said Shady Oaks Drive, for a distance of 28.76 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the beginning of a curve to the right; THENCE in a Westerly direction, continuing along the North line of said Shady Oaks Drive, and along said curve to the right having a central angle of 13°49'21", a radius of 665.00 feet, a chord bearing of South 89"49'57" West, a chord distance of 160.04 feet, and an arc length of 160.43 feet to a 518 inch iron rod with cap stamped "TNP" set for corner; THENCE South 06°39'28" West continuing along the North line of said Shady Oaks Drive, for a distance of 30.24 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the beginning of a non -tangent curve to the right; THENCE in a Northwesterly direction, continuing along the North line of said Shady Oaks Drive, and along said non -tangent curve to the right having a central angle of 30°17'38", a radius of 695 00 feet, a chord bearing of North 68'11'43" West, a chord distance of 363.20 feet, and an arc length of 367.47 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner in the West line of said 318,937 acre tract and the East line of Lot 1, Block 1 per the Final Plat of Municipal Utility Addition, as recorded in Cabinet G, Page 346 of the Plat Records of Denton County, Texas, from which the most Southerly corner of an existing Drainage and Utility Easement as shown on said Final Plat of Municipal Utility Addition, bears South 02'19'55" West a distance of 50,80 feet; THENCE North 02'19'55" East along the West line of said 318.937 acre tract and the East line of said Lot 1, Block 1, for a distance of 50.59 feet to a point for corner; THENCE South 54°49'31" East departing the West line of said 318.937 acre tract and the East line of said Lot 1, Block 1, for a distance of 112.71 feet to a point for corner; THENCE South 86"39'35" East for a distance of 743,36 feet to a point for corner; THENCE North 82'55'16" East for a distance of 787.42 feet to a point for corner; THENCE North 59"05'42" East for a distance of 519.43 feet to a point for corner; THENCE North 42'57'44" East for a distance of 786.52 feet to a point for comer in the West line of said existing Electric Easement recorded in Volume 1084, Page 160; THENCE South 00"03'31" West along the West line of said existing Electric Easement, for a distance of 110.19 feet to the POINT OF BEGINNING, and containing 4,636 acres of land, more or less. NOTE, Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Control Zone; NAD83(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (COBS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing a surface adjustment factor of 1.000147317 to scale from grid to surface. OF "Turner, ,..........tiTF_�Tod R.P.L S. No. 4859 ..............«. Teague Nall & Perkins TODD 9. TURNER 1517 Centre Place Drive, Suite 320 "M""" Denton, Texas 76205 t q 4859 940-383 4177 ! ���� �o?f y •.••g ��..••',l Date: June 1, 2016 �� SUR`I� Revised: September 02, 2016 (Address Title Commitment Schedule 8 Items) 4,636 Acre Electric Easement — Staff Realty Tract Page 2 of 8 712 wz w �� gLL �z�8 wl t7 o Z F- Z ca $ ? a w AVA4-j01HJ18 HJA1M 3-IGY18VA to 99Z dOO, AVMHJIH 3JLVIS Q. c Zo > x u..wfr—"t LU W o=:oo H � � QD�WZZzW� � LLJ U) mk Q � j W = J � Q z st } Q V vw mi m W 00 00 U- 0 w Q a 713 714 LL cLnr 4 .,i L, i o '.5.0lL ... 00 F- 14FF'r 6 SeF- S C:m) CD z :),r" o o t Ln C3 ai d CD ti LLJ I V) CD in U-) -q- CL z 9 u-) p uj 2r- N - CD C/) < C14 00 0 r M W I 715 r SEE SHEET 5 MATCw►1.iWE .9 ...,°' SHEETT ? Mp CH1.'IWE .� SEE CL co LL w Q N N M Lu 0 LL 0 716 717__ LL o 00 Z a W Q g�CL al z e LL. W pr •ct- Z UA � O ~ � z O ����. U�Uf F-Lu U0� tu pin :acco M <[ Q b �'' : •.•• �' C7 Q V W w a Jm N M W g m � 4 �, ro u U o z n ® C w.- CL 6 ore �xparnr, !w-� fL v ro C e LL rf { u n LEaa �' �m`v m .arnffirnr�,a.da ao(v` i f" �"� dam m wo�xw w omYo uo�Q �, a �rn cro�T =pcv:tt -n w" x,.0 m 7 _ o�onao®nn c a, Nu y 3 cs �mro a 3�iT� 3 ��a abo> C yg9» 6 c s w 0' 9i K c w c�.. - ri s f> > Y m = rou m C m 2'ra _ _4aww�g>g r q a' `T ai�v O�a.�Fq "�! � 2!Yiw����io °o P�pT'°��.��'� opffi�� v�G�u$ O f G C- V F G i9 �% 1--',.J C K k g g (s' 6oXia n"' � d.4i Irv€ _ n�,. 1-�0.noW v ���,o�v�� �"�,no:f�oonoran nta7nS�cnpw[7o�Sno3�oyj � E � w-�M�r- V�G,�b i��`u�� ��ryry Urn ,•'N wm6m PUUm U(?UUUU n QUU vi N" k f- rV via W„: a5ww�wu, Owwwwwww �wWwwwww w Wuw�l+Iwwwro���� w w pr='`�wQQ a�P�yw a ° x�a��np"-'.i a � ca r M1 ~ U1.21 P ��D3 34.1 i3 718 Special Warranty Deed Notice of confidentiality rights: If you are a natural person, you may remove or strike any or all of the following information from any instrument that transfers an interest in real property before it is filed for record in the public records: your Social Security number or your driver's license number. Date: Grantor: Grantor's Mailing Address: Grantee: City of Denton, a Texas home -rule municipal corporation Grantee's Mailing Address: 215 E. McKinney St. Denton, Texas 76201 Consideration: Cash and other good and valuable consideration, the receipt and sufficiency of where are hereby acknowledged Property (including any improvements, rights, privileges, hereditaments and appurtenances thereon on in any way appertaining thereto): See attached Exhibit A. Reservations from Conveyance: 1. For Grantor and Grantor's successors and assigns forever, a reservation of all subsurface oil, gas, and minerals of every kind and character, including, without limitation, coal, lignite coal, coal bed methane gas, sulfur, uranium and any other mineral substance now or hereafter of any commercial value (the "Minerals") in and under and that may be produced or otherwise extracted in any way from the Property. If the Property is subject to existing production or an existing lease, this reservation includes the production, the lease, and all benefits from it. 2. Grantor waives the right to enter on to the surface of the Property in conducting operations of whatsoever nature with respect to the exploration for, exploitation of, mining and production, processing, transporting, and marketing the Minerals and that may be produced or otherwise extracted in any way from the Property Page 1 of 4 - Special Warranty Deed 719 or in connection with the conduct of other activities associated with its ownership of the Minerals in the Property; provided, however, the foregoing waiver of surface rights shall not be construed as a waiver of the right of Grantor to exploit, explore for, develop, mine, or produce such Minerals with wells drilled on the surface of lands other than the Property or by pooling its oil, gas and mineral interests with lands adjoining the Property in accordance with the laws and regulations of the State of Texas. Grantor and its contractors, agents and affiliated entities shall have the right to enter the subsurface of the Property with a subsurface horizontal or directional wellbore in an effort to explore for and develop the Minerals under the Property. Exceptions to Conveyance and Warranty: See attached Exhibit `B". Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. When the context requires, singular nouns and pronouns include the plural. GRANTEE HAS RELIED SOLELY UPON ITS OWN EXAMINATIONS AND INVESTIGATIONS IN PURCHASING THE PROPERTY. GRANTEE IS ACCEPTING THE PROPERTY "AS IS" AND "WHERE IS," AND WITH ALL FAULTS, SUBJECT TO THE SPECIAL WARRANTY OF TITLE SET FORTH HEREIN. --- This space left blank intentionally --- Page 2 of 4 - Special Warranty Deed 720 GRANTOR: By: Signature Printed Name President ACKNOWLEDGMENTS State of Texas § Denton County § This instrument was acknowledged before me on the [name of officer] as _ [name of entity], a corporation. day of November, 2016 by [title] of on behalf of said Notary Public, State of Texas Page 3 of 4 - Special Warranty Deed 721 GRANTEE: CITY OF DENTON, a Texas home -rule municipal corporation Howard Martin, Interim City Manager, under the authority of City of Denton Ordinance No. 2016 - ATTEST: Jennifer Walters, City Secretary APPROVED AS TO FORM: Anita Burgess, City Attorney ACKNOWLEDGMENTS State of Texas § Denton County § This instrument was acknowledged before me on the [name of officer] as Farms, Inc., a Texas corporation, on behalf of said corporation. After recording, return to: Real Estate and Capital Support City of Denton Service Center Complex 901-B Texas St. Denton, Texas 76209 day of November, 2016 by [title] of Eagle Notary Public, State of Texas Page 4 of 4 - Special Warranty Deed V&*� EXHIBIT A LEGAL DESCRIPTION BEING a 38.889 acre tract of land situated in the Mary L. Austin Survey, Abstract No. 4, City of Denton, Denton County, Texas, and being part of a called 27.7488 acre tract of land described in a Deed to Terrano Realty, Inc„ as recorded in Document No. 96-010141 of the Real Property Records of Denton County, Texas, and part of a called 318.937 acre tract of land described in a Deed to Staff Realty, $nc., as recorded in Document No. 94-006845 of the Real Property Records of Denton County, Texas, and being known as a part of Lot 1, Block 1 and a part of Lot 1, Block 2 of Municipal Utility Addition, per the Final Plat recorded in Cabinet G. Page 346 of the Plat Records of Denton County, Texas, and also being all of that certain 100 foot wide right-of-way shown as Morse Road on said Final Plat, and being more particularly described as follows: BEGINNING at 518 inch iron rod with cap stamped "TNP" set for comer in the West line of the above cited 27.7488 acre tract and Lot 1, Block 1, said point being in the South line of Shady Oaks Drive, a variable width right-of-way per Deed recorded in Document No. 2008-21943 of the Official Records of Denton County, Texas, said point also being in the Fast line of a tract of tand described in a Deed to NW Realty, Inc., as recorded in Document No. 93-65091 of the Real Property Records of Denton County, Texas; THENCE in a Southeasterly direction, along the South line of said Shady Oaks Drive, and along a non -tangent curve to the right having a central angle of 50°12'27", a radius of 715.00 feet, a chord bearing of South 71'34'02" East, a chord distance of 606.69 feet and an arc length of 626.54 feet to a 518 inch iron rod with cap stamped "TNP" set for comer; THENCE South 46°27'48" East continuing along the South line of said Shady Oaks Drive, for a distance of 100.00 feet to a 518 inch iron rod with cap stamped "TNP" set for corner at the beginning of a curve to the left; THENCE in a Southeasterly direction, continuing along the South line of said Shady Oaks Drive, and along said curve to the left having a central angle of 42°5243", a radius of 885.00 feet, a chord bearing of South 67*54'11" East, a chord distance of 646.96 feet and an arc length of 662.31 feet to 518 inch iron rod with cap stamped "TNP" set for corner; THENCE South 02"49'24" West departing the South line of said Shady Oaks Drive, for a distance of 1517.94 feet to a 518 inch iron rod with cap stamped "TNP" set for corner in the South line of said 318.937 acre tract, said point also tieing in the North line of a called 53.865 acre tract of land described in a Deed to N. Alex Bickley, Trustee, as recorded in Volume 987, Page 548 of the Deed Records of Denton County, Texas; THENCE North 87°54'05" West along the South line of said 318,937 acre tract and the North line of said 53.865 acre tract, for a distance of 407.70 feet to a 518 inch iron rod with cap stamped "TNP" set for corner at the most Southerly Southwest corner of said 318.937 acre tract, said point also being the most Easterly Southeast corner of Lot 2, Block 2 of Municipal Utility Addition, per the Replat recorded in Document No. 2009-139 of the Plat Records of Denton County, Texas; THENCE North 02'20'56" East along the West line of said 318.937 acre tract and the East tine of said Lot 2, Block 2, for a distance of 644.99 feet to a 112 inch iron rod with cap stamped "H&N 1849" found for corner at the Northeast corner of said Lot 2, Block 2, said point also being the Southeast comer of said 27.7488 acre tract; THENCE North 89°31'45" West departing the West line of said 318.937 acre tract, and along the South line of said 27.7488 acre tract and the North line of said Lot 2, Block 2, for a distance of 864.29 feet to a 518 inch iron rod with cap stamped "TNP" set for corner at the Southwest corner of said 27.7488 acre tract, said point also being the Southeast corner of said NW Realty tract; THENCE North 03°04'00" East along the common line between said 27.7488 acre tract and said NW Realty tract, for a distance of 1355.63 feet to the POINT OF BEGINNING, and containing 38.889 acres of land, more or less, of width 2.052 acre of land lies within the existing 100 foot wide right-of-way known as Morse Road. 723 EXHIBIT B Exceptions to Conveyance and Warranty 724 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY EASEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT, (the "GRANTOR"), for and in consideration of Ten Dollars ($10.00), and other good and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a Texas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has granted, sold, and conveyed and by these presents does grant, sell and convey unto the GRANTEE perpetual, non- exclusive, and unobstructed easements and rights of way (collectively, the "EASEMENT") for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and/or above ground electric transmission and electric distribution power and/or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient, or desirable appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively referred to herein as the "FACILITIES"), in, on, over, under and across that certain real property situated in Denton County, Texas, being approximately 0.040 acres and being more particularly described in Exhibit "A" and illustrated in Exhibit "B" attached hereto and incorporated into this document by reference (the "EASEMENT PROPERTY"). GRANTEE shall have the right of ingress, egress and regress in, on, over, under and across the EASEMENT PROPERTY for the purposes of and right to construct, maintain, operate, improve, reconstruct, increase and reduce the size and capacity, repair, relocate, inspect, patrol, maintain, 725 remove or replace such FACILITIES within the EASEMENT PROPERTY as GRANTEE may from time to time find necessary, convenient, or desirable, along with all rights necessary or convenient for full use and enjoyment of the above grant. GRANTEE shall have the right, at GRANTEE'S sole cost and expense, to trim or remove trees or shrubbery within said EASEMENT PROPERTY, to the extent, in the sole judgment of GRANTEE, necessary or desirable to prevent possible interference with the efficiency, safety and/or convenient operation of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. GRANTEE may further, at GRANTEE'S sole cost and expense, install gates in existing fences within such EASEMENT PROPERTY. GRANTOR shall not make changes in grade, elevation or contour of the EASEMENT PROPERTY or impound water within, over and/or across the EASEMENT PROPERTY without prior written consent of GRANTEE. GRANTOR, for itself, its successors and assigns, subject to the terms herein and detailed below, expressly reserves the right to occupy and use the EASEMENT PROPERTY for all other purposes that will not interfere with the GRANTEE'S full enjoyment of the EASEMENT and/or the exercise of GRANhEE's rights hereunder. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of buildings, structures, signs, or other obstructions of any kind ("UNPERMITTED STRUCTURES") on the EASEMENT PROPERTY. If any UNPERMITTED STRUCTURES are hereafter constructed or permitted by GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE, then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the reasonable actual costs of such removal. GRANTOR may, following written consent by GRANTEE, construct buildings, structures, or other facilities within the EASEMENT PROPERTY, where GRANTEE determines, in its sole discretion, such construction will not interfere with the safety or operation of the FACILITIES. GRANTEE acknowledges the EASEMENT granted herein is non-exclusive, subject to the rights herein granted. However, GRANTOR agrees not to assign further easement rights within the 2 726 EASEMENT PROPERTY to any other utility providers without the prior, written consent of GRANTEE. Upon written consent of GRANTEE, such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE under separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion of GRANTEE. The EASEMENT shall constitute a covenant running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and their respective successors and assigns. TO IIAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns, forever, and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto GRANTEE, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part hereof, by, through, or under GRANTOR, and not otherwise. WITNESS THE EXECUTION HEREOF on the day of , 2016. GRANTOR: 9 VftA FX141RIT "A" ELECTRIC EASEMENT Terrano Realty Tract BEING a 0.040 acre tract of land situated in the Mary L. Austin Survey, Abstract No, 4, City of Denton, [Denton County, Texas, and being a part of a called 27.7488 acre tract of land described on Exhibit A in a Deed to Terrano Realty, Inc., as recorded in Document No. 96-10141 of the Real Property Records of Denton County, Texas, and also being a part of Lot 1 Block 1 per the Final Plat of Municipal Utility Addition, as recorded in Cabinet G. Page 346 of the Plat Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 5l8 inch iron rod with cap stamped "TNP" set for corner at the intersection of the Northeast line of said 27,7488 acre tract with the North line of Shady Oaks Drive, a variable width right-of-way per Document No. 2008-21943 of the Official Records of Denton County, Texas, said point being in the Southwest line of a Drainage and Utility Easement, as shown on said Final Plat of Municipal Utility Addition, from which the most Easterly Northeast corner of said 27.7488 acre tract and the most Southerly corner of said Drainage and Utility Easement bears South 54°48'42" East a distance of 695.42 feet; THENCE in a Northwesterly direction, departing the Northeast line of said 27.7488 acre tract, along the North line of said Shady Oaks Drive and along a non -tangent curve to the left having a central angle of 05°13'33", a radius of 905.00 feet, a chard bearing of North 80'43'43" West, a chord distance of 82.52 feet and an arc length of 82.54 feet to a 518 inch iron rod with cap stamped "TNP" set for corner; THENCE North 01"1T19" East departing the North line of said Shady Oaks Drive, and along the East line of an existing 0.223 acre Electric Utility and Communication Easement described in Document No. 2014-26092 of the Official Records of Denton County, Texas, for a distance of 43.45 feet to a point for corner in the Northeast line of said 27.7488 acre tract and the Southwest line of said Drainage and Utility Easement, from which the most Northerly !Northeast corner of said 27.7488 acre tract bears North 54°48'42" West a distance of 30.77 feet; THENCE South 54°48'42" East along the Northeast line of said 27.7488 acre tract and the Southwest line of said Drainage and Utility Easement, for a distance of 98.45 feet to the POINT OF BEGINNING, and containing 0.040 acres of land, more or less. NOTE, Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83(2011) .Epoch 2010) as derived locally from Western Oata Systems Continuously Operating Reference Stations (CORS) via Real Time Kinemalic (RTK) survey methods. Distances represent surface values utilizing a surface adjustment factor of 1a00014 r397 to scale from grid to surface. Todd B. Turner, R.P.L.S. No. 4859 Teague Nall & Perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 940-383-4177 Date: June 1, 2016 Revised: August 22, 2016 (Address Title Commitment Schedule B Items) $ T I TODD & TURNER ..y.................. .0 4859 yo;ess,°d D �4. S U Ry A t j Electric Easement — Terrano Really Tract Page 7 of 2 00 y rn � r 8 e fA G � f7 ❑ 'i m ?LmG��O-a m a v }mj, i "n a ��niimN 3 -q I W. P by tb --� �. O X � F In { �i G � w � T 7 /n► �i v � � 6r � � �y �nQ�S 9'w �i �� m �'9 � � $. •� Tom_ � �^ v iiIIM66q'g?� [ gti O 6-ESh7�❑1rr1 tT �4nn `rr'":{ v,� �w �;•D {`, `� h A 1fjF- 33 17 g Ll , PO�po ��� o o v ca o 9 i 6-P ;D .l gl� SA w 1�'I � 4 � � •'�i � f « M * I Ic rn� W LIRA wZ P� c N Ptn ZIn arm g� oo a �g _0133° u, rz pCycoco qX � �� a�i,� 0 a x ze"Z �I m p C�> 0;x � � � y -,': mod w> m y zz 2 m rn a �i * r+a cp Gam] r`- (-- 2� pso.$U'�,�r� m =C 11� mm m �rn NACC STAFFREALrr, rnrc. rQ co Q y - M CALLED 318,937 ACRES p ao w- cn r03 aoc. No. 9�ooasa5 -� "' z m aa R.P.R.A.C.T. cn cn m = N NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY EASEMENT THE STATE OF TEXAS § COUNTY OF DENTON § THAT, KNOW ALL MEN BY THESE PRESENTS: (the "GRANTOR"), for and in consideration of Ten Dollars ($10.00), and other good and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a Texas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has granted, sold, and conveyed and by these presents does grant, sell and convey unto the GRANTEE perpetual, non-exclusive, and unobstructed easements and rights of way (collectively, the "EASEMENT") for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and/or above ground electric transmission and electric distribution power and/or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient, or desirable appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively referred to herein as the "FACILITIES"), in, on, over, under and across that certain real property situated in Denton County, Texas, being approximately 0.80 acre and 0.046 acres respectively, and being more particularly described as Electric Easement No. 1 and Electric Easement No. 2 in Exhibit "A" and illustrated in Exhibit "B" attached hereto and incorporated into this document by reference (the "EASEMENT PROPERTY") GRANTEE shall have the right of ingress, egress and regress in, on, over, under and across the EASEMENT PROPERTY for the purposes of and right to construct, maintain, operate, improve, 730 reconstruct, increase and reduce the size and capacity, repair, relocate, inspect, patrol, maintain, remove or replace such FACILITIES within the EASEMENT PROPERTY as GRANTEE may from time to time find necessary, convenient, or desirable, along with all rights necessary or convenient for full use and enjoyment of the above grant. GRANTEE shall have the right, at GRANTEE'S sole cost and expense, to trim or remove trees or shrubbery within said EASEMENT PROPERTY, to the extent, in the sole judgment of GRANTEE, necessary or desirable to prevent possible interference with the efficiency, safety and/or convenient operation of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. GRANTEE may further, at GRANTEE'S sole cost and expense, install gates in existing fences within such EASEMENT PROPERTY. GRANTOR shall not make changes in grade, elevation or contour of the EASEMENT PROPERTY or impound water within, over and/or across the EASEMENT PROPERTY without prior written consent of GRANTEE. GRANTOR, for itself, its successors and assigns, subject to the terms herein and detailed below, expressly reserves the right to occupy and use the EASEMENT PROPERTY for all other purposes that will not interfere with the GRANTEE'S full enjoyment of the EASEMENT and/or the exercise of GRANTEE's rights hereunder. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of buildings, structures, signs, or other obstructions of any kind ("UNPERMITTED STRUCTURES") on the EASEMENT PROPERTY. If any UNPERMITTED STRUCTURES are hereafter constructed or permitted by GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE, then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the reasonable actual costs of such removal. GRANTOR may, following written consent by GRANTEE, construct buildings, structures, or other facilities within the EASEMENT PROPERTY, where GRANTEE determines, in its sole discretion, such construction will not interfere with the safety or operation of the FACILITIES. GRANTEE acknowledges the EASEMENT granted herein is non-exclusive, subject to the 2 731 rights herein granted. However, GRANTOR agrees not to assign further easement rights within the EASEMENT PROPERTY to any other utility providers without the prior, written consent of GRANTEE. Upon written consent of GRANTEE, such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE under separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion of GRANTEE. The EASEMENT shall constitute a covenant running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and their respective successors and assigns. TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns, forever, and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto GRANTEE, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part hereof, by, through, or under GRANTOR, and not otherwise. WITNESS THE EXECUTION HEREOF on the day of , 2016. GRANTOR: By 3 732 THE STATE OF § COUNTY OF § This instrument was acknowledged before me on the day of , 2016, by of , and acknowledged to me that his signature is the act of the said partnership and that he executed the same on behalf of the said partnership and in the capacity therein stated. AFTER RECORDING RETURN TO: City of Denton — Engineering Department Real Estate and Capital Support 901-A Texas Street, 2nd Floor Denton, Texas 76209 Attn: Paul Williamson Notary Public, State of _ My commission expires: Ll 733 EXHIBIT "A" ELECTRIC EASEMENT Medanjo Partners Tract BEING a 0.800 acre tract of land situated in the Mary L. Austin Survey, Abstract No. d, City of Denton, Denton County, Texas, and being a part of a called 72.761 acre tract of land described as Exhibit A Part 1 in a Deed to Medanjo Partners, Ltd., as recorded in Document No. 2015-764 of the Official records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 112 inch iron rod with cap stamped "WAl" found for the Southwest corner of the above cited 72.761 acre tract and the Southeast corner of Brinker Road, a variable width right -of --way per Document No. 2008-21943 of the Official Records of Denton County, Texas, said point also being in the Forth line of a called 17 acre tract of land described in a Deed to Arthur O. McNitzky Post No. 71, American Legion, Denton, Texas, as recorded in Volume 561, Page 464 of the deed Records of Denton County, Texas; THENCE North 02'01'29" West along the West line of said 72.761 acre tract and the East line of said Brinker Road, for a distance of 38.34 feet to a point for corner; THENCE South 87`55'10" East for a distance of 908,28 feet to a point for corner; THENCE South 01°57'55" West for a distance of 38.19 feet to a 518 inch iron rod with cap stamped "Cox 4577" found for corner in the South line of said 72,761 acre tract, said point also being the Northwest corner of Lot 2-R, Block 1 per the Replat of Denton County Electric Cooperative Addition, as recorded in Cabinet 0, rage 8 of the Plat Records of Denton County, Texas and 1he Northeast corner of Lot 6, Block 1 per the Replal of Spencer Square, as recorded in Cabinet Y, Page 74 of the Plat Records of Denton County, Texas; THENCE North 88'00'11" West along the South line of said 72.761 acre tract and the North line of said Lot 6, Block 1, for a distance of 335,20 feet to a 518 inch iron rod found for comer at an angle point, said point being the Northwest corner of said Lot 5, Block 1 and the Northeast corner of said 17 acre tract; THENCE North 87`54'05" West along the South line of said 72.761 acre tract and the North line of said 17 acre tract, for a distance of 670.42 feet to the POINT OF BEGINNING, and containing 0.800 acres of land, more or less, ELECTRIC EASEMENT NO. 2 BEING a 0.046 acre tract of land situated in the Mary L. Austin Survey, Abstract No. 4, City of Denton, Denton County, Texas, and being a part of a called 72.761 acre tract of land described as Exhibit A Part 1 in a Deed to Medanjo Partners, Ltd., as recorded in Document No. 2015-764 of the Official Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a point for corner in the West line of State Highway Loop 288, a variable width right-of-way, said point being the Southeast corner of the above cited 72.761 acre tract and the Northeast corner of Lot 2-R, Block 1 per the Replat of Denton County Electric Cooperative Addition, as recorded in Cabinet Q. Page 8 of the Plat Records of Denton County, Texas, from which a 518 inch iron pipe found for reference bears South 88°00'11" East a distance of 0,49 feet and a TXDOT brass monument found for reference bears along a curve to the right having a central angle of 00°46'37", a radius of 2804.79 feet, a chord bearing of South 09°02'42" West, a chord distance of 38.03 feet and an arc length of 38-03 feet; THENCE in a Northeasterly direction, along the West line of said State Highway Loop 288, and along a curve to the right having a central angle of 01 °29'37", a radius of 2804.79 feet, a chord bearing of North 07"54'35" East, a chord distance of 73.11 feet and an arc length of 73.11 feet to a point for corner; THENCE North 87°25'34" West departing the West line of said State Highway Loop 288, and along the North line of a 20' Public Utility Easement per instrument recorded in Volume 1622, Page 685 of the Deed Records of Denton County, Texas, for a distance of 25.08 feet to a point for corner at the POINT OF BEGINNING for the herein described easement; W Elactrrc Easement — Medanjo Partners tract Page 1 of 5 P6 THENCE North 87`25'34" West continuing along the North line of said 20' Public Utility Easement, for a distance of 57.12 feet to a point for corner in the East line of a 70' Public Utility Easement per instrument recorded in Volume 1085, Page 717 of the Deed Records of Denton County, Texas; THENCE North 00°24'46" East departing the North tine of said 20' Public Utility Easement, and along the East line of said 70' Public Utility Easement, for a distance of 33.92 feet to a point for corner; THENCE South 87°55'54" East departing the East line of said 70' Public Utility Easement, for a distance of 60.98 feet to a point for corner at the beginning of a non -tangent curve to the right; THENCE in a Southerly direction, along said non -tangent curve to the right having a central angle of 00'42'42", a radius of 2779.79 feet, a chord bearing of South 06°50'55" West, a chord distance of 34.53 feet and an arc length of 34.53 feet to they POINT OF BEGINNING, and containing 0.046 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone, NA083(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CCRS) via Real Time !Cinematic (RTK) survey methods. Distances represent surface values utilizing a surface adjustment factor of 1,000147317 to scale from grid to surface_ Todd B. Turner, R.P.L.S. No. 4859 Teague Nall & Perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 940-383-4177 Date- June 1, 2016 Revised: August 22, 2016 (Address Title Commitment Schedule 8 Items) 31 4 GtiSTON TOOO M TURNER •.A 4559 :E $ S: O S U f o Electric Easement — Medenjo Partners Tract Page 2 of 5 W t1T 133NS 3�S -- �N1�H1gW LL ;y t w' z aV; ev w^ ¢ LLI Ld Ia QZLU ¢ o " W .gt a 04 awe Q ~ C+? 2 k j L � Ow a < Qu 0Q wOD Of H O t W C r ¢Z z W 4 C,4 CS_ W , J N IL Wui it ce jz � 121 .4 j 1 WIL g co Oz0�- oaw 0 co O i- J + +w LU w 0> I U 0. + I 0w a �s r G �8 3 spk E c tit K CD V k . • \� u � E#61Z evoa '4N' 0Q a �1 .AVM'-qO 1HDIV Hi CUM a-IGY1�1Y 3 p (a31ona -SNOD iON) '� �' •'•' • °1 ~ la. LU � rL Lu '2w` � 8 C s O r� H V 0 -r � z w 0 L)v,. Z C IL z P W � (tip� fi SZo 12 m 7 aij r SZ _-J J �� 4 T r TT N 14 N �s _ r _� � L9 IJ F cn LU fn W c w I I V � l 3 � r O g W e. y7; Iz LU _ A� J� I lT 1�o 0 � 0 $ _W I l U J � J Q ■ uj N I � 4 1 1 W rCO f in oo z w4Go IF Ifs r C 0 as 2 k Ha cq ch�cq ro f Te-Se W4vaz -oN �ooa •lnrsa 3nrn a3nnod � w W b CQ z C� [V C`d o] o .-. 7 0 r ao r rri o ui IN tIy rh �7 ref co tV N o lad W i:: A F~ ! k -* Lo n w f4 ' N w lnzauszz �LiJ J J J J J C C Z Q LL w v' Q r U) LU � _ ! w m Z Z Z Z<E —r-Uj I—L) W j W W �< , B x � oFE x esw� LU x ^ r3 s� ss a t5 eiaa rc rc a o d a+ d oe d • � � u � � � � �4 *� �l❑2�d vi 'od )%.IWO 3t1b nos a3ON3dS CL i N0019 `9 -Lpl C C 133HS 33S — 3NI-jF10j.VW kl } LL D w EL w CIA LO LL- a 0 o LU LLJ c o L LU Ld D ❑ F Lil m � O Lu a ❑, H a 7 y �6 R v oa Q o o~war +C �� o �O� g LL �' �, �=.��ry� �' � ❑ � �� F r��a �ci+st,oN �, c3❑a�a❑po � � � 3 Ww� non �'�w�r � ❑o �rc?c,c�� dGoq� aa,ottzamx °� � 8 € va Q Gcsa000 W xo W❑off aaaa° �' ��oo4go— w go m F wgmtl3 0 4� � �o �o6opom � OE yy W9r$ o 0 ''-Wr-. - m D;R-�j`gwr 8y} } 9��j$��jj�5 ' , -z E 0.aryaL��{ ra,� x� ���a��,� w "?„��,�❑"❑ „ .�^ ra a 8d� S � � �°may 4�G k � �r � � 6 E �'❑ F- .7 6 6 d�a}} i�}�} 4}} }}}}� � G � O00 ❑ E � 4 3 _ u. 4 F p ,� ❑ 3. E LU W c sJJw" ��¢ Lr � ... G.' .- N (4 Cm CCC��� h {~j U C❑ yp erg y� {r� y �n n n n R tb +n W W w W 2 R ti 11 f+ �S A�i6 'AS !p p FI 1 J M1l J r �E W 90 _ N i6 W t6 W W W m m 21 tCL ;;c 'U �,� 1�p' _ �, ��? C7 V ❑ qa a OaLyp�' � � �O°4Qao❑Q❑ ❑❑C] � t3 'S Q w' � a `a � '5 LU n ..1 Dui q. aom3❑ v s� �r-Fc.����mcamn Q-m V:j"--6 ea iaU ",. � a p.r.9± ;4 �'C 8e oo, 4g o O g3S3 og a�$ ° ° osgs ° Q9!!?gMS Q..g gggs W ?RlEEEE it Q m 40 A w R W W ND m W W w W W W wwww ,% W p �^ W W '� WwU L' . w w ww w wwww W w_W_ -,U, . w w_ U uj gQaaE k_Www_ w u� ESpQ.y� 'oao: ._.?1 W S��"o6' �0!��'o�S$---a Haig,, -kI $e .525tStS S u Or" s win �. v �- ,... ,... „ �. �. v .�..�..�..� .� Z. � Z..._ Z, Z...� �. V : [] �..� .� ........ � � e•; v V S x � r W O � S7 VI a a py cS rS t} s� o � a a � d a i rr G o2 o � CL � 'a C`� NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY EASEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT, (the "GRANTOR"), for and in consideration of Ten Dollars ($10.00), and other good and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a Texas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has granted, sold, and conveyed and by these presents does grant, sell and convey unto the GRANTEE perpetual, non- exclusive, and unobstructed easements and rights of way (collectively, the "EASEMENT") for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and/or above ground electric transmission and electric distribution power and/or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient, or desirable appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively referred to herein as the "FACILITIES"), in, on, over, under and across that certain real property situated in Denton County, Texas, being approximately 0.642 acre, and being more particularly described in Exhibit "A" and illustrated in Exhibit "B" attached hereto and incorporated into this document by reference (the "EASEMENT PROPERTY") GRANTEE shall have the right of ingress, egress and regress in, on, over, under and across the EASEMENT PROPERTY for the purposes of and right to construct, maintain, operate, improve, reconstruct, increase and reduce the size and capacity, repair, relocate, inspect, patrol, maintain, 739 remove or replace such FACILITIES within the EASEMENT PROPERTY as GRANTEE may from time to time find necessary, convenient, or desirable, along with all rights necessary or convenient for full use and enjoyment of the above grant. GRANTEE shall have the right, at GRANTEE'S sole cost and expense, to trim or remove trees or shrubbery within said EASEMENT PROPERTY, to the extent, in the sole judgment of GRANTEE, necessary or desirable to prevent possible interference with the efficiency, safety and/or convenient operation of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. GRANTEE may further, at GRANTEE'S sole cost and expense, install gates in existing fences within such EASEMENT PROPERTY. GRANTOR shall not make changes in grade, elevation or contour of the EASEMENT PROPERTY or impound water within, over and/or across the EASEMENT PROPERTY without prior written consent of GRANTEE. GRANTOR, for itself, its successors and assigns, subject to the terms herein and detailed below, expressly reserves the right to occupy and use the EASEMENT PROPERTY for all other purposes that will not interfere with the GRANTEE'S full enjoyment of the EASEMENT and/or the exercise of GRANTEE's rights hereunder. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of buildings, structures, signs, or other obstructions of any kind ("UNPERMITTED STRUCTURES") on the EASEMENT PROPERTY. If any UNPERMITTED STRUCTURES are hereafter constructed or permitted by GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE, then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the reasonable actual costs of such removal. GRANTOR may, following written consent by GRANTEE, construct buildings, structures, or other facilities within the EASEMENT PROPERTY, where GRANTEE determines, in its sole discretion, such construction will not interfere with the safety or operation of the FACILITIES. GRANTEE acknowledges the EASEMENT granted herein is non-exclusive, subject to the rights herein granted. However, GRANTOR agrees not to assign further easement rights within the 2 740 EASEMENT PROPERTY to any other utility providers without the prior, written consent of GRANTEE. Upon written consent of GRANTEE, such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE under separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion of GRANTEE. The EASEMENT shall constitute a covenant running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and their respective successors and assigns. TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns, forever, and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto GRANTEE, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part hereof, by, through, or under GRANTOR, and not otherwise. WITNESS THE EXECUTION HEREOF on the day of , 2016. GRANTOR: By 3 741 THE STATE OF § COUNTY OF § This instrument was acknowledged before me on the day of , 2016, by of , and acknowledged to me that his signature is the act of the said partnership and that he executed the same on behalf of the said partnership and in the capacity therein stated. AFTER RECORDING RETURN TO: City of Denton — Engineering Department Real Estate and Capital Support 901-A Texas Street, 2"d Floor Denton, Texas 76209 Attn: Paul Williamson C! Notary Public, State of _ My commission expires: vz' K EXHIBIT "A" ELECTRIC EASEMENT Staff Realty Tract BEING a 0.642 acre tract of land situated in the Mary L. Austin Survey, Abstract No, 4, City of Denton, Denton County, Texas, and being a part of a called 316,937 acre tract of land described in a Deed to Staff Really, Inc., as recorded in Document No. 94-006845 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 518 inch iron rod with cap stamped "TNP" set for the Southwest comer of the above cited 318.937 acre tract, said point being the most Easterly Southeast corner of Lot 2, Block 2 per the Replat of Municpal Utility Addition, as recorded in Document No. 2009-139 of the Plat Records of Denton County, Texas, said point also being in the North line of a called 53.865 acre tract of land described in a Deed to N. Alex Bickley, Trustee, as recorded in Volume 987, Page 548 of the Deed Records of Denton County, Texas, from which a 112 inch iron rod found for the Northwest corner of said 53.865 acre tract and an interior ell corner of said Lot 2, Block 2, bears North 87°58'52" West a distance of 904.51 feet; THENCE South 87°54'05" East along the South line of said 318,937 acre tract and the North line of said 53.865 acre tract, for a distance of 407.70 feet to a 518 inch iron rod with cap stamped "TNP" set for corner at the POINT OF BEGINNING for the herein described easement; THENCE North 02°49'24" East departing the South line of said 318.937 acre tract and the North line of said 53.865 acre tract, for a distance of 37,38 feet to a point for corner; THENCE South 87°57'30" East for a distance of 738,96 feet to a point for corner in the West line of Brinker Road, a variable width right-of-way per Document No. 2008-21943 of the Official Records of Denton County, Texas; THENCE South 02°04'44" East along the West line of said Brinker Road, for a distance of 36.22 feet to a point for corner in the South line of said 318.937 acre tract and the North line of said 53.865 acre tract, from which a 1/2 inch iron rod with cap stamped "WAI" found for the Southeast corner of said Brinker Road right-of-way bears South 87" 54'05" East a distance of 122.00 feet, and a 5/8 inch iron rod found for reference bears South 00°45'39" West a distance of 3.18 feet; THENCE North 87°54'05" West along the South line of said 318.937 acre tract and the North line of said 53.865 acre tract, for a distance of 742.22 feet to the POINT OF BEGINNING, and containing 0.642 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NA083(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing a surface adjustment factor of 1,000147317 to scale from grid to surface. J/i f ... Todd B. Turner, R.P.L.S. No. 4859 ��«. Teague Nall & Perkins ,�Pr�6�gTeREoti'�y 1517 Centre Place Drive, Suite 320 hr s Denton, Texas 76205 ..&..""""" ... .. � rood e. nlanEa 940-383-4177 ••v••••••••••-••••• .. Date: June 1, 2016 x o 4859t Revised: September 02, 2016 (Address Title Commitment Schedule 0 Iterns) ! `��Fs s . alrO1 . 9. d 0, 642 Acre Electric Easement — Staff Realty Tract Page 1 of 3 743 744 M LL O Cl) z y Q Wa �. �W>Cr,�rz� W o=�0 o'' '���_ � ���,o � o; �' ;��o� ion 00 a s" w o N �;oaa m 9� Jyy F- A `� � O u� � rn o Ana ors • A 41 rO 1p �i , d+U C fL 0. Yi tC o Z m u R �' Y n r' r- 2 �- U U O ne 0© rn en a O O p p 0 o In �� F dN y� Na ,� �a ��Ktao ¢ds��,zo©aoa x�a4c��Y M >�v oar Bea m�a c a cMs o�= tro�rtJim Sao am cn pirn taac c pw3s�256��-�c�� � Q S c €_ t � W�.--0 m�� yo,: ��UOUnwU r $ > s u m wy u c n�obb S R ro t� ME vooa�aa tl zi 8 w�4 roU�mn pz ��vn� Ott 2 F�$ a% a'12CL D w�. W N � v> �> � s. Ei @ E L° E T3� �" M OOa❑ a 4* 91 L cP Qi J i U N G O ml 1 O i o O � p0 u m , v� '/�r-_'U�tjo`Y'��a �mauU3Utiu ..m i1 oa> ca0 ° (9gpaooww� noSooSgoogS3 3 3EE— y&dm�o' N 3 F o} a 8 cj c r z_" ..m� r Z �m0 cN� UG u, asNmffi •� m N Nip ,�✓mtO Riuw C EEc oE�s��w�w5ww"wcm�wwwww wwwwwww�O�aivagw w Wwww 5 1$S a c snta3 VRyyG} iwL4wiw1t4 Lo�� r� 3Fo,wScssE 5Q3�i ic4s ��3Ni n a' ... «..........- -,. a ..r ._..„. ..... U .r CJ .....: _...- v 745 — NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY EASEMENT THE STATE OF TEXAS § COUNTY OF DENTON § THAT, KNOW ALL MEN BY THESE PRESENTS: (the "GRANTOR"), for and in consideration of Ten Dollars ($10.00), and other good and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a Texas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has granted, sold, and conveyed and by these presents does grant, sell and convey unto the GRANTEE perpetual, non- exclusive, and unobstructed easements and rights of way (collectively, the "EASEMENT") for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and/or above ground electric transmission and electric distribution power and/or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient, or desirable appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively referred to herein as the "FACILITIES"), in, on, over, under and across that certain real property situated in Denton County, Texas, being approximately 0.919 acres and being more particularly described in Exhibit "A" and illustrated in Exhibit "B" attached hereto and incorporated into this document by reference (the "EASEMENT PROPERTY") GRANTEE shall have the right of ingress, egress and regress in, on, over, under and across the EASEMENT PROPERTY for the purposes of and right to construct, maintain, operate, improve, reconstruct, increase and reduce the size and capacity, repair, relocate, inspect, patrol, maintain, 746 remove or replace such FACILITIES within the EASEMENT PROPERTY as GRANTEE may from time to time find necessary, convenient, or desirable, along with all rights necessary or convenient for full use and enjoyment of the above grant. GRANTEE shall have the right, at GRANTEE'S sole cost and expense, to trim or remove trees or shrubbery within said EASEMENT PROPERTY, to the extent, in the sole judgment of GRANTEE, necessary or desirable to prevent possible interference with the efficiency, safety and/or convenient operation of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. GRANTEE may further, at GRANTEE'S sole cost and expense, install gates in existing fences within such EASEMENT PROPERTY. GRANTOR shall not make changes in grade, elevation or contour of the EASEMENT PROPERTY or impound water within, over and/or across the EASEMENT PROPERTY without prior written consent of GRANTEE. GRANTOR, for itself, its successors and assigns, subject to the terms herein and detailed below, expressly reserves the right to occupy and use the EASEMENT PROPERTY for all other purposes that will not interfere with the GRANTEE'S full enjoyment of the EASEMENT and/or the exercise of GRANTEE's rights hereunder. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of buildings, structures, signs, or other obstructions of any kind ("UNPERMITTED STRUCTURES") on the EASEMENT PROPERTY. If any UNPERMITTED STRUCTURES are hereafter constructed or permitted by GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE, then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the reasonable actual costs of such removal. GRANTOR may, following written consent by GRANTEE, construct buildings, structures, or other facilities within the EASEMENT PROPERTY, where GRANTEE determines, in its sole discretion, such construction will not interfere with the safety or operation of the FACILITIES. GRANTEE acknowledges the EASEMENT granted herein is non-exclusive, subject to the rights herein granted. However, GRANTOR agrees not to assign further easement rights within the 2 747 EASEMENT PROPERTY to any other utility providers without the prior, written consent of GRANTEE. Upon written consent of GRANTEE, such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE under separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion of GRANTEE. The EASEMENT shall constitute a covenant running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and their respective successors and assigns. TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns, forever, and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto GRANTEE, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part hereof, by, through, or under GRANTOR, and not otherwise. WITNESS THE EXECUTION HEREOF on the day of , 2016. GRANTOR: QI 3 748 THE STATE OF § COUNTY OF § This instrument was acknowledged before me on the day of , 2016, by of , and acknowledged to me that his signature is the act of the said partnership and that he executed the same on behalf of the said partnership and in the capacity therein stated. AFTER RECORDING RETURN TO: City of Denton — Engineering Department Real Estate and Capital Support 901-A Texas Street, 2°d Floor Denton, Texas 76209 Attn: Paul Williamson Notary Public, State of _ My commission expires: 4 749 EXHIBIT "A" ELECTRIC EASEMENT NW Realty Tract BEING a 0.919 acre tract of land situated in the Mary L. Austin Survey, Abstract No. 4, City of Denton, Denton County, Texas, and being a part of that tract of land described in a Deed to NW Realty, Inc., as recorded in Document No. 93-065091 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found in the South line of the above cited NW Realty tract, said point being the Southeast corner of Lot 2, Block 1 of Research Addition, as recorded in Cabinet 0, Page 130 of the Plat Records of Denton County, Texas, said point also being in the North line of a 30' Street Easement, as recorded in Volume 407, Page 472 of the Deed Records of Denton County, Texas, from which a 1/2 inch iron rod found for the Southwest corner of said Lot 2, Block 1 bears North 89'28'12" West a distance of 735.70 feet; THENCE North 01°52'37" East departing the South line of said NW Realty tract, and along the East line of said Lot 2, Block 1, for a distance of 60.02 feet to a point for corner; THENCE South 89°28'12" East for a distance of 667.96 feet to a point for corner in the East line of said NW Realty tract and the West line of Lot 1, Block 2 per the Final Plat of Municipal Utility Addition, as recorded in Cabinet G, Page 346 of the Plat Records of Denton County, Texas; THENCE South 03°04'00" West along the East line of said NW Realty tract and the West line of said Lot 1, Block 2, for a distance of 60.06 feet to a point for the Southeast corner of said NW Realty tract, said point also being in the North line of Lot 2, Block 2 per the Replat of Municipal Utility Addition, as recorded in Document No. 2009-139 of the Plat Records of Denton County, Texas, from which a 1/2 inch iron rod with cap stamped "H&N 1849" found for the Northeast corner of said Lot 2, Block 2 bears South 89°31'45" East a distance of 864.29 feet; THENCE North 89°28'12" West along the South line of said NW Realty tract and the North line of said Lot 2, Block 2, passing a 60d nail found for the most Northerly Northwest corner of said Lot 2, Block 2 and the Northeast corner of said 30' Street Easement at a distance of 23.17 feet, and continuing along the South line of said NW Realty tract and the North line of said 30' Street Easement, for a total distance of 666.72 feet to the POINT OF BEGINNING, and containing 0.919 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing a surface adjustment factor of 1.000147317 to scale from grid to surface. 4,A C 12" L� � Todd-B. Turner, R.P.L.S. No. 4859 Teague Nall & Perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 940-383-4177 Date: June 1, 2016 Electric Easement — NW Realty Tract Page 1 of 2 750 a CV LL 1002id O 9tE 'Jd 'O '8y0 �'u� Z N NOI11OGVA-L1,i.Ln ivd101Nnw W W Z } (/) w ZNOOlB'LlOI "'v, g j Q O _ N� I a t W Wcl�jo�.� 1�o'avo co N I BPS••' Z6090-6{OZ 'ON '000 o I I !; ' d 1N3W3SD'302/10373,9L -al m W Z Z Z Z --- Lx 4:rW�•�:adN, ~ U di Q Z o:N mo B:0 U :o: o m Q H� Q e"'e" •3 „00,60 EON �° • �7 �6 :�'d e `:• ° • Q Q Q V LU CO LC 2 Ur U) Q V Z I°a LU 2 V Z Q Z c� •ono ¢ o N IpZvWiC91' Q N W CL q W CN I �U—1 A co co w UJ a °� W o a Q fI w CD Q000 0i I— odoIq a cQCDcDM o CD �i I IIECOn D �f I z0 w3w o _rl 10 ` II �G W, I a zM� C) Q � Z d eN- ¢ N y� I Uad)H LLI r 0: °° xLa6 ��Nv m Mo U oo V o: !V ; N g m o z cn zel Z OQ ;:. �Z I za w N IS O� NM Q Z x U U I J a 0 J J ; zi I C Z CD CL >. I N lY C 'p zi B N U Z In E 8 E` C I-CU I °'LtY ci' E o �� W W I o W �° a» (D F0) X `" _ O p N U co E a ro D UxQN I Z�O ui �L � c�0 z W UJ c qO yJ � U I aMo N p a o p c X ° 0 5 (7 g (7 <0 L E V Z c E ca `0 0 O C n€; o ai c Y rn a. ca O c c 0 F- c a) Ip c ai u O ri m a Z8'9/Z/ 3 LE,i9o�ON � �i N U 'g a� ; aa) a> ) a� 3 � 3 ai L cn c_ m N p� L al a. o O C c Y > o w N Z (7 I L z O E t m N c 3 LLZ I M r� �E�, OE L `Jd 'O 8b� N= 2 N Q 3 rn ; `0 N o a C �a o a N0111001/ HObb'3832i g (� �' F-- Z ( r w °' a �' °' ZZ�I No���a� o�w 0 0 L �00,8 'z 10, y I ;� E o> a N c>Nc o tS a O I c > (O U N a y C. CO Wp c> > c N CD �~� I Z i L M I 0 (0 0 0 1� Q L W W m« � U r� x m g ) wow . W �i o 0 o tLn U 3 o H Q o 0 o Z m� o a�= i Z. WpQ w J Z 1 W S � U z W > � a � � U U U �. • ® u � a as 751 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY EASEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT, (the "GRANTOR"), for and in consideration of Ten Dollars ($10.00), and other good and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a Texas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has granted, sold, and conveyed and by these presents does grant, sell and convey unto the GRANTEE perpetual, non-exclusive, and unobstructed easements and rights of way (collectively, the "EASEMENT") for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and/or above ground electric transmission and electric distribution power and/or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient, or desirable appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively referred to herein as the "FACILITIES"), in, on, over, under and across that certain real property situated in Denton County, Texas, being approximately 4.636 acres, and being more particularly described in Exhibit "A" and illustrated in Exhibit "B" attached hereto and incorporated into this document by reference (the "EASEMENT PROPERTY"). GRANTEE shall have the right of ingress, egress and regress in, on, over, under and across the EASEMENT PROPERTY for the purposes of and right to construct, maintain, operate, improve, reconstruct, increase and reduce the size and capacity, repair, relocate, inspect, patrol, maintain, 752 remove or replace such FACILITIES within the EASEMENT PROPERTY as GRANTEE may from time to time find necessary, convenient, or desirable, along with all rights necessary or convenient for full use and enjoyment of the above grant. GRANTEE shall have the right, at GRANTEE'S sole cost and expense, to trim or remove trees or shrubbery within said EASEMENT PROPERTY, to the extent, in the sole judgment of GRANTEE, necessary or desirable to prevent possible interference with the efficiency, safety and/or convenient operation of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. GRANTEE may further, at GRANTEE'S sole cost and expense, install gates in existing fences within such EASEMENT PROPERTY. GRANTOR shall not make changes in grade, elevation or contour of the EASEMENT PROPERTY or impound water within, over and/or across the EASEMENT PROPERTY without prior written consent of GRANTEE. GRANTOR, for itself, its successors and assigns, subject to the terms herein and detailed below, expressly reserves the right to occupy and use the EASEMENT PROPERTY for all other purposes that will not interfere with the GRANTEE'S full enjoyment of the EASEMENT and/or the exercise of GRANTEE's rights hereunder. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of buildings, structures, signs, or other obstructions of any kind ("UNPERMITTED STRUCTURES") on the EASEMENT PROPERTY. If any UNPERMITTED STRUCTURES are hereafter constructed or permitted by GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE, then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the reasonable actual costs of such removal. GRANTOR may, following written consent by GRANTEE, construct buildings, structures, or other facilities within the EASEMENT PROPERTY, where GRANTEE determines, in its sole discretion, such construction will not interfere with the safety or operation of the FACILITIES. GRANTEE acknowledges the EASEMENT granted herein is non-exclusive, subject to the rights herein granted. However, GRANTOR agrees not to assign further easement rights within the 2 753 EASEMENT PROPERTY to any other utility providers without the prior, written consent of GRANTEE. Upon written consent of GRANTEE, such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE under separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion of GRANTEE. The EASEMENT shall constitute a covenant running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and their respective successors and assigns. TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns, forever, and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto GRANTEE, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part hereof, by, through, or under GRANTOR, and not otherwise. WITNESS THE EXECUTION HEREOF on the day of , 2016. GRANTOR: By 3 754 THE STATE OF COUNTY OF § This instrument was acknowledged before me on the day of , 2016, by of , and acknowledged to me that his signature is the act of the said partnership and that he executed the same on behalf of the said partnership and in the capacity therein stated. AFTER RECORDING RETURN TO: City of Denton — Engineering Department Real Estate and Capital Support 901-A Texas Street, 2" d Floor Denton, Texas 76209 Attn: Paul Williamson Notary Public, State of _ My commission expires: L 755 EXHIBIT "A" ELECTRIC EASEMENT Staff Realty Tract BEING a 4.636 acre tract of land situated in the Mary L. Austin Survey, Abstract No. 4, City of Denton, Denton County, Texas, and being a part of a called 318.937 acre tract of land described in a Deed to Staff Realty, Inc., as recorded in Document No. 94-006845 of the Real Property Records of Denton County, Texas, and being more particularly described as follows; COMMENCING at a 5/8 inch iron rod found for an interior ell corner of the above cited 318.937 acre tract, said point being the Southwest corner of a called 1.54 acre tract of land described in a Deed to Lesee Ann Ifitt, as recorded in Volume 4480, Page 2954 of the Real Property Records of Denton County, Texas, said point also being in the North line of a called 1.000 acre tract of land described on Exhibit A Part 2 in a Deed to Medanjo Partners, Ltd„ as recorded in Document No. 2015-764 of the Official Records of Denton County, Texas, from which a 1/2 inch iron rod with cap stamped "WAI' found for the Northwest corner of said 1.000 acre tract bears North 88*18,05" West a distance of 208.70 feet, and a V2 inch iron rod with cap stamped "WAI" found for the Southeast corner of said 1,54 acre tract bears South 88°18'05" East a distance of 204.39 feet; THENCE North 00°31'31" East along an interior East line of said 318.937 acre tract and the West line of said 1.54 acre tract, for a distance of 298.70 feet to a 1/2 inch iron rod found for an interior ell corner of said 3,18.937 acre tract and the Northwest corner of said 1.54 acre tract, from which a 5/8 inch iron rod found for the Northeast corner of said 1.54 acre tract bears South 88"09'10" East a distance of 201.32 feet; THENCE North 72'29'54" West departing the Northwest corner of said 1.54 acre tract and said interior all corner, for a distance of 39.20 feet to a point for corner at the POINT OF BEGINNING for the herein described easement, said point also being in the West line of an existing Electric Easement described as the Second Tract per instrument recorded in Volume 1084, Page 160 of the Deed Records of Denton County, Texas; for corner in the orth line of variableTHENCE Souh widtthtright right-of-way Pere Document No. 2008-21943feet a of the officialtReco Records of Denton Shady Oaks Drive, a County, Texas: THENCE in a Southwesterly direction, along the North line of said Shady Oaks Drive, and along a non -tangent curve to the left having a central angle of 03'53'38", a radius of 995.00 feet, a chord bearing of South 61 °02'30" West, a chord distance of 67.61 feet and an arc length of 67.62 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner, from which a 1/2 inch iron rod with cap stamped "WAI" found in the South line of said Shady Oaks Drive bears South 30"54'11" East a distance of 170,00 feet; THENCE South 59'05'42" West continuing along the North line of said Shady Oaks Drive, for a distance of 319.62 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the beginning of a curve to the right; THENCE in a Southwesterly direction, continuing along the North line of said Shady Oaks Drive, and along said curve to the of49.78 feet a dnan arc length 0of,49,779 feet to'a 5/8 inus of 0ch iironerod with cap et, a chord bstarmp sing tamped setest, a chord distance t for corner THENCE South 27"45'12" East continuing along the North line of said Shady Oaks Drive, for a distance of 40.00 feet to a 5/8 inch iron rod with cap stamped "TNP" set for comer at the beginning of a non -tangent curve to the right; THENCE in a Southwesterly direction, continuing along the North line of said Shady Oaks Drive, and along said non -tangent curve to the right having a central angle of of 339.14 feet and an arc ength4of 340.99 feet to a 0'27", a radius of 5 8 inch eiron arod with cap chord rstamped ing of U TI72'35'01" West, a "TNP" set or corner; chard distance THENCE South 82°55'16" West continuing along the North line of said Shady Oaks Drive, for a distance of 89.17 feet to a 5/8 inch iron rod with cap stamped 'TNP" set for comer; THENCE North 07"04'44' West continuing along the North line of said Shady Oaks Drive, for a distance of 30.00 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 82°55'16" West continuing along the North line of said Shady Oaks Drive, for a distance of 700.00 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; Page 1 of 8 4.636 Acre Electric Easement — Staff Realty Tract 756 THENCE North 07'04'44" West continuing along the North line of said Shady Oaks Drive, for a distance of 20.00 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 82`55'16" West continuing along the North line of said Shady Oaks Drive, for a distance of 151.54 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE North 07°04'44" West continuing along the North line of said Shady Oaks Drive, for a distance of 30.00 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 82'55'16" West continuing along the North line of said Shady Oaks Drive, for a distance of 28.76 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the beginning of a curve to the right; THENCE in a Westerly direction, continuing along the North line of said Shady Oaks Drive, and along said curve to the right having a central angle of 13°49'21", a radius of 665.00 feet, a chord bearing of South 89"49'57" West, a chord distance of 160.04 feet, and an arc length of 160.43 feet to a 518 inch iron rod with cap stamped "TNP" set for corner; THENCE South 06°39'28" West continuing along the North line of said Shady Oaks Drive, for a distance of 30.24 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the beginning of a non -tangent curve to the right; THENCE in a Northwesterly direction, continuing along the North line of said Shady Oaks Drive, and along said non -tangent curve to the right having a central angle of 30°17'38", a radius of 695 00 feet, a chord bearing of North 68'11'43" West, a chord distance of 363.20 feet, and an arc length of 367.47 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner in the West line of said 318,937 acre tract and the East line of Lot 1, Block 1 per the Final Plat of Municipal Utility Addition, as recorded in Cabinet G, Page 346 of the Plat Records of Denton County, Texas, from which the most Southerly corner of an existing Drainage and Utility Easement as shown on said Final Plat of Municipal Utility Addition, bears South 02'19'55" West a distance of 50,80 feet; THENCE North 02'19'55" East along the West line of said 318.937 acre tract and the East line of said Lot 1, Block 1, for a distance of 50.59 feet to a point for corner; THENCE South 54°49'31" East departing the West line of said 318.937 acre tract and the East line of said Lot 1, Block 1, for a distance of 112.71 feet to a point for corner; THENCE South 86"39'35" East for a distance of 743,36 feet to a point for corner; THENCE North 82'55'16" East for a distance of 787.42 feet to a point for corner; THENCE North 59"05'42" East for a distance of 519.43 feet to a point for corner; THENCE North 42'57'44" East for a distance of 786.52 feet to a point for comer in the West line of said existing Electric Easement recorded in Volume 1084, Page 160; THENCE South 00"03'31" West along the West line of said existing Electric Easement, for a distance of 110.19 feet to the POINT OF BEGINNING, and containing 4,636 acres of land, more or less. NOTE, Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Control Zone; NAD83(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (COBS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing a surface adjustment factor of 1.000147317 to scale from grid to surface. OF "Turner, ,..........tiTF_�Tod R.P.L S. No. 4859 ..............«. Teague Nall & Perkins TODD 9. TURNER 1517 Centre Place Drive, Suite 320 "M""" Denton, Texas 76205 t q 4859 940-383 4177 ! ���� �o?f y •.••g ��..••',l Date: June 1, 2016 �� SUR`I� Revised: September 02, 2016 (Address Title Commitment Schedule 8 Items) 4,636 Acre Electric Easement — Staff Realty Tract Page 2 of 8 757 wz w �� gLL �z�8 wl t7 o Z F- Z ca $ ? a w AVA4-j01HJ18 HJA1M 3-IGY18VA to 99Z dOO, AVMHJIH 3JLVIS Q. c Zo > x u..wfr—"t LU W o=:oo H � � QD�WZZzW� � LLJ U) mk Q � j W = J � Q z st } Q V vw mi m W 00 00 U- 0 w Q a 758 759 LL cLnr 4 .,i L, i o '.5.0lL ... 00 F- 14FF'r 6 SeF- S C:m) CD z :),r" o o t Ln C3 ai d CD ti LLJ I V) CD in U-) -q- CL z 9 u-) p uj 2r- N - CD C/) < C14 00 0 r M W I 760 r SEE SHEET 5 MATCw►1.iWE .9 ...,°' SHEETT ? Mp CH1.'IWE .� SEE CL co LL w Q N N M Lu 0 LL 0 761 762 LL o 00 Z a W Q g�CL al z e LL. W pr •ct- Z UA � O ~ � z O ����. U�Uf F-Lu U0� tu pin :acco M <[ Q b �'' : •.•• �' C7 Q V W w a Jm N M W g m � 4 �, ro u U o z n ® C w.- CL 6 ore �xparnr, !w-� fL v ro C e LL rf { u n LEaa �' �m`v m .arnffirnr�,a.da ao(v` i f" �"� dam m wo�xw w omYo uo�Q �, a �rn cro�T =pcv:tt -n w" x,.0 m 7 _ o�onao®nn c a, Nu y 3 cs �mro a 3�iT� 3 ��a abo> C yg9» 6 c s w 0' 9i K c w c�.. - ri s f> > Y m = rou m C m 2'ra _ _4aww�g>g r q a' `T ai�v O�a.�Fq "�! � 2!Yiw����io °o P�pT'°��.��'� opffi�� v�G�u$ O f G C- V F G i9 �% 1--',.J C K k g g (s' 6oXia n"' � d.4i Irv€ _ n�,. 1-�0.noW v ���,o�v�� �"�,no:f�oonoran nta7nS�cnpw[7o�Sno3�oyj � E � w-�M�r- V�G,�b i��`u�� ��ryry Urn ,•'N wm6m PUUm U(?UUUU n QUU vi N" k f- rV via W„: a5ww�wu, Owwwwwww �wWwwwww w Wuw�l+Iwwwro���� w w pr='`�wQQ a�P�yw a ° x�a��np"-'.i a � ca r M1 ~ U1.21 P ��D3 34.1 i3 763 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1440, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Bryan Langley Date: November 8, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Community Market; authorizing the expenditure of funds; and providing for an effective date ($9,150 per year, for a four (4) year not -to -exceed amount of $36,600). BACKGROUND This agreement allows for the payment of up to $9,150 to the Denton Community Market for staff time, performers and coordinators, promotional printing, and portable restroom facilities. Funding for these items was first approved by the Council in FY14-15, and the City Council directed staff to continue budgeting for these funds in subsequent fiscal years. The agreement provides for reimbursement of these expenses from FYI -16 through FY18-19. The funds are budgeted in the General Fund. Staff will continue to monitor the progress of the discussion regarding more permanent improvements on the Denton Community Market site and may recommend amending or canceling this agreement should those improvements occur within the time frame of this agreement. STRATEGIC PLAN RELA TIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.2 Make Denton a destination for visitors EXHIBITS Exhibit 1 - Ordinance Exhibit 2 - Agreement Respectfully submitted: City of Denton Page 1 of 2 Printed on 7/2/2021 powered by Legistar' 764 File #: ID 16-1440, Version: 1 Alison Ream Administrative Services Manager City of Denton Page 2 of 2 Printed on 7/2/2021 powered by LegistarT" 765 c:\users\granic-1\appdata\local\temp\bcl technologies\easypdf 7\@bcl@38059c2f\@bcl@38059c2f.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND COMMUNITY MARKET; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between the City and Community Market, attached hereto and made a part hereof by reference (the "Agreement"), serve a municipal and public purpose and is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The funds will be used for staff time, performers and coordinators, Denton promotional printing and portable restroom facilities. SECTION 3. The City Manager, or his designee, is hereby authorized to execute the Agreement and to exercise all rights and duties of the City under the Agreement, including authorizing the expenditure of funds. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY M 766 CaUsers\Vicki Oppanheim\Downloads%Sery Agr - Community Market (002).doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND COMMUNITY MARKET This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule municipal corporation, hereinafter referred to as "City", and Community Market, a not for profit corporation, hereinafter referred to as "Market". WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of a donation to the Market which is an artist's and farmer's market in central Denton; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES Market shall, in a satisfactory and proper manner, perform the following tasks, for which the monies provided by City may be used: the funds being provided will be used for staff time, performers and coordinators, promotional printing and portable restroom facilities. 11. OBLIGATIONS OF MARKET In consideration of the receipt of funds from City, Market agrees to the following terms and conditions: A. The City will pay to the Market, upon presentation of entitlement to reimbursement, the sum of nine thousand, one hundred and fifty dollars and no Cents ($ 9,150.00) during the fiscal year(s) of 2015-2016, 2016-2017, 2017-2018 and 2018-2019, unless this Agreement is terminated as provided in Section VII. B. Market will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Market will permit authorized officials of City to review its hooks at any time. D. Upon request, Market will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Market will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. Pagel 767 C:1i]serslVicki OppenheimlDownloadslsery Agr - Community Market (002),doc F. Market will appoint a representative who will be available to meet with City officials when requested. III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Market within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2019, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A. PAYWNTs To MARKET. City shall pay to Market the sum specified in Article II after the effective date of this Agreement. B. EXCESS PAYMENT. Market shall refund to City within ten (10) working days of City's request, any sure of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Market; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. EVALUATION Market agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Market agrees to make available its bank statements for review by City at City's discretion. In addition, Market agrees to provide City the following data and reports, or copies thereof: A. An explanation of any major changes in program services. B. To comply with this section, Market agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Market's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Market agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. C. Nothing in the above subsections shall be construed to relieve Market of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. Page 2 768 CAUsenNicki OppenheimlDownloads\Sery Agr - Community Market (002).doc VI. MEETINGS Minutes of all meetings of Market's governing body shall be available to City within ten (10) working days of approval. VH. TERMINATION The City may terminate this Agreement for cause if Market violates any covenants, agreements, or guarantees of this Agreement, the Market's insolvency or filing of bankruptcy, dissolution, or receivership, or the Market's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. Market shall comply with all applicable equal employment opportunity and affirmative actions laws or regulations. B. Market will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of Market's noncompliance with the nondiscrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Market may be barred from further contracts with City. IX. WARRANTIES Market represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting bank statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Market on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Market. C. No litigation or legal proceedings are presently pending or threatened against Market. D. None of the provisions herein contravenes or is in conflict with the authority under which Market is doing business or with the provisions of any existing indenture or agreement of Market. Page 3 769 CAUsem\Vicki Oppenheim0ownloa&Sery Agr - Community Market (002).doc E. Market has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions ofthis Agreement. F. None of the assets of Market are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the bank statements furnished by Market to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. C. Market shall notify City of any changes in personnel or governing board composition. XI. INDEMNIFICATION To the extent authorized by law, the Market agrees to indemnify, hold harmless, and defend the City, its officers, agents, and employees from and against any and all claims or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the Market or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts of Market, its officers, employees, agents, subcontractors, licensees and invitees. XR. CONFLICT OF INTEREST A. Market covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Market further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. Page 4 770 CAUsers\Vicki OppenheimOownbadslSery AV - Community Market (002).doc B. Market further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or Market in which he has direct or indirect interest. XIII. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand -delivery or facsimile, addressed to Market or City, as the case may be, at the following addresses: CITY MARKET City of Denton, Texas Vicki Oppenheim Attn: City Manager Coordinator 215 E. McKinney Denton Community Market Denton, TX 76201 P.O. Box 3057 Denton, TX 76202 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XIV. MISCELLANEOUS A. Market shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Market hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement constitute or he construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Market. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its Page 5 771 CAUsers\Vicki 0ppenheiml0own1oad&%Se_ Agr - Community Market (002).doe rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the terra of this Agreement or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the day of 20 ATTEST: JENNIFER WALTERS, CITY SECRETARY M. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY WE CITY OF DENTON HOWARD MARTIN, CITY MANAGER COMMUNITY MARKET BY: VI OPPENHEI , COORDINATOR Page 6 772 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON File #: ID 16-1452, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consider approval of the minutes of August 16 and 23, 2016 and September 13, 2016. City of Denton Page 1 of 1 Printed on 7/2/2021 powered by LegistarT" 773 CITY OF DENTON CITY COUNCIL MINUTES August 16, 2016 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, August 16, 2016 at 12:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tern Roden, Council Member Wazny, Council Member Hawkins, Council Member Gregory, Council Member Bagheri, and Mayor Watts. ABSENT: Council Member Briggs. 1. Citizen Comments on Consent Agenda Items There were no citizen comments on Consent Agenda Items. 2. Requests for clarification of agenda items listed on the agenda for August 16, 2016. Council Member Bagheri requested that Consent Agenda Items A, K and L-Q be considered individually. She would like a presentation on Items A and K and would reserve Items L-Q until after the Closed Session for presentation. Council Member Hawkins stated that he also had questions on Items L-Q and asked if there was a review process in place for a review of ordinances. City Attorney Burgess stated that Items L-Q were related to recent annexations and each of the corrective items had been brought forward by a citizen which prompted the review of the prior ordinances. Mayor Watts asked about the percentage of opposition for Public Hearing - Item 7C. Aimee Bissett, Director of Development Services, stated that staff usually waited until the public hearing as the percentage might change but as of right now it was 14%. 3. Work Session Reports A. ID 16-974 Receive a report, hold a discussion, and give staff direction regarding Ordinance No. 2015-074, relating to the Economic Development Partnership Board and its members' qualifications and tenure. Caroline Booth, Assistant Director of Economic Development, reviewed the background information on the economic development partnership with the Chamber of Commerce. The City and the Chamber had an economic development partnership and created the Office of Economic Development and the Chamber created the position of Vice President for Economic Development. She reviewed the ordinance provisions for the board members noting that the original ordinance had been amended 3 times. Terms of service for the members were reviewed, noting that Council and Chamber members could serve their three terms even if they were no longer in those positions after their original appointment, as long as they served continuously throughout the three terms. Staff was seeking 774 City of Denton City Council Minutes August 16, 2016 Page 2 direction on changing the Economic Development Partnership Board member terms or maintaining the current term structure. Council discussed the process to add the TWU president; consider a change that Council Members no longer on Council would not be able to continue to serve; Council should have control over their seats but might want to retain someone doing a good job; there already was such a continuation with the TMPA Board; changing the procedure might lose someone who had a lot of experience and knowledge if removed just because he/she was no longer on Council; and a suggestion to have an ex-officio Council Member instead of a voting member. Consensus of the Council was that the only change at this time would be to add the new member and revisit the discussion of Council Members on the Board at a later date. B. ID 16-990 Receive a report, hold a discussion and provide staff direction regarding the Planning and Zoning Commission Rezoning Subcommittee. Ron Menguita, Long Range Planning Administrator, stated that his presentation would involve who was the subcommittee and the purpose of the committee. He presented the members of the Committee and stated that their primary role was to assist in the city initiated re -zonings and make recommendations to the Planning and Zoning Commission. He reviewed why the city was involved in initiated re -zonings. Zoning request situations for the Planning and Zoning Commission were reviewed along with criteria for identifying properties that might need city initiated rezoning. Council discussed that they were uncomfortable with the city telling property owners what their zoning should be; concern about changing zoning and making property non -conforming which might limit the use of the property; suggested getting the property owner's buy in before proceeding any further with proposed rezoning; dividing the process between those who might want to have their property rezoned and those not in favor of rezoning; policy concerns regarding the process and not enough property owner input. Consensus of the Council was to not continue any further without council discussion regarding the policy associated with the process. A consideration might be to proceed with the property owners who were willing to rezone first. Menguita continued with examples of areas that might be in need of rezoning. Council agreed to proceed with the subcommittee meeting to identify areas where vetted with property owners; provide proper notices with adjacent and property owners; hold a public meeting before going too far along in process; identify specific areas being looked at and open up to property owner that he might want to be involved in the process. C. ID 16-1059 Receive a report; hold a discussion, and give staff direction regarding the FY 2016-17 City Manager's Proposed Budget, Capital Improvement Program, and Five -Year Financial Forecast. 775 City of Denton City Council Minutes August 16, 2016 Page 3 Chuck Springer, Director of Finance, stated that Council had received a memo regarding questions from the August 4th meeting. This item would allow for discussions of proposed changes in the recommended budget to date and an opportunity for additional budget discussions. He reviewed a clarification of changes in supplemental packages for the current fiscal year. Council discussed a determination of funding for the Emergency Services Grant funding so that it continued every year and not have to have a discussion each year on how to fund; a review that the proposed funding for this next budget year was only a one time funding and not a yearly commitment from the City; discussion of the listings for individual clarification of Council Member questions. Council also discussed a suggestion to add to the supplemental packages the increased funding to the Parks Foundation; use of the TIRZ money should go through the TIRZ Board before Council consideration; and hold a policy discussion regarding the use of the TIRZ funds. Springer reviewed the next steps in the process including the required public hearings. Council discussed their preferences for a tax decrease; the use of reserve funds for special projects, the tax rate and where to establish the rate. Consensus of the Council was to proceed with a half cent tax rate decrease. Following the completion of the Work Session, the City Council convened in a Closed Meeting to consider the specific items listed below under the Closed Meeting section of this agenda. 1. Closed Meeting: A. ID 16-1008 Deliberations Regarding Certain Public Power Utilities: Competitive Matters — Under Texas Government Code Section 551.086. Receive a presentation from staff regarding public power competitive and financial matters related to the City's participation in, and the overall operational and financial aspects of, the Texas Municipal Power Agency; discuss and deliberate strategies regarding same; discuss, deliberate and provide staff with direction. B. ID 16-1070 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 acquisition of real property interests in the A. Hill Survey, Abstract No. 623, the S. Hiram Survey, Abstract 616, the W. Daniel Survey, Abstract 378, the A. Hickman Survey, Abstract 521 and the B.B.B & C.R.R. Survey, Abstract 196, City and County of Denton, Texas, and generally located along U.S. Highway 377 (Fort Worth Drive) the limits of which being bounded to the north by Interstate Highway 35 East and to the south by FM 1830 (Country Club Road). Consultation with the City's attorneys regarding legal issues associated with the potential acquisition or condemnation of the real property interests 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 jeopardize 776 City of Denton City Council Minutes August 16, 2016 Page 4 the City's legal position in any administrative proceeding or potential litigation. (Fort Worth Drive Utility Relocations project) [ID 16-1075] C. ID 16-1061 Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the appointment and duties of public officers to boards or commissions exercising discretionary or rule making power as opposed to purely advisory powers, which includes without limitation the Health and Building Standards Commission and the Zoning Board of Adjustment. [ID 16-1046] D. ID 16-710 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 and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests related to the location and siting of electric transmission lines in an area bounded by Fort Worth Drive and Elm St. (western boundary), Robertson Street (northern boundary), the DART/D.C.T.A rail corridor (eastern boundary), Inman St. with an easterly projection to Spencer Rd. (southern boundary) and being located within the W. Loving Survey, Abstract No. 759; the H. Sisco Survey, Abstract No. 1184; the S. Hiram Survey, Abstract No. 616; the W. Teague Survey, Abstract No. 1266; the M. Austin Survey, Abstract No. 4; the J. Taft Survey, Abstract No. 1256; the R. Hopkins, Abstract No. 1694; and the A. Hill Survey, Abstract 623, lying within the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above where a discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation, or where discussions had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. [Spencer to Locust Transmission Route] E. ID 16-850 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 and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests located in the Mary Austin Survey, Abstract No. 4, City and County of Denton, Texas; discussion had, deliberation, and direction given by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. (Brinker SS and TL) [ID 16-851] 777 City of Denton City Council Minutes August 16, 2016 Page 5 F. ID 16-962 Consultation with Attorneys -Under Texas Government Code, Section 551.071. Consultation, discussion, deliberation and receipt of information from the City's attorneys involving legal matters relating to the annexation or extension/renewal of non -annexation agreements for eligible properties, and to provide the City's attorneys with direction, where a public discussion of these legal matters would clearly 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. G. ID 16-971 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086. Receive a presentation from Denton Municipal Electric staff ("DME") regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, in order to meet its future energy needs. Discuss, deliberate and provide Staff with direction. H. ID 16-989 Consultation with Attorneys -Under Texas Government Code Section 551.071. Consult with City's attorneys, hold a discussion, and give staff direction regarding policy considerations with regard to the city initiated rezoning recommendations of the Planning and Zoning Commission Rezoning Subcommittee, where a public discussion of this matter would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. I. ID 16-1055 Certain Public Power Utilities: Competitive Matters --- Under Texas Government Code, Section 551.086. Receive competitive public power competitive information and financial information from staff regarding the proposed FY 2016-2017 operating budget for Denton Municipal Electric ("DME") including without limitation, proposed rates for DME for FY 2016-2017, expected revenues, expenses, commodity volumes, and financial commitments of DME; discuss, deliberate and provide staff with direction. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall. 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. 2. PROCLAMATIONS/PRESENTATIONS 778 City of Denton City Council Minutes August 16, 2016 Page 6 There were no proclamations/presentations for this meeting. 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. 1. ID 16-1047 Shirley Johnson and Shirley Martin regarding a property tax freeze for seniors and the disabled. Ms. Johnson presented information on the history of a property tax freeze for seniors and the disabled. Ms. Martin presented additional facts regarding the property tax freeze for seniors and the disabled. 2. ID 16-1076 Lavona Duryea regarding internet service. Ms. Duryea spoke on the internet situation at Lake Forest Village as they were not able to obtain service. She requested Council complete the process in order for them to get their service. 3. ID 16-1077 Frank Kluge regarding internet service. Mr. Kluge presented the concerns of Lake Forest Village regarding the lack of internet connectivity in their homes. They were waiting for the connection to the ISP which was needed so they could get their connection. He urged the Council to proceed with the contract for the ISP. 4. ID 16-1078 John McComack/Danny McComack regarding TMPA power lines. Mr. McComack spoke on purchasing easements and moving the TMPA power lines in the area of his property. His family would be selling the property for the substation but wanted the power lines moved. C. Additional Citizen Reports 1. Donald Duff spoke on freezing senior citizens and the disabled property taxes. Council should take a vote on the issue. 2. Rob Atherton spoke regarding the property tax freeze for seniors and the disabled. 4. CONSENT AGENDA Council Member Hawkins motioned, Mayor Pro Tem Roden seconded to approve the Consent Agenda Items B-CC pulling Items A and K for individual consideration and approving the substitute ordinances for L, M, and P. On roll call vote, Mayor Pro Tern Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. 779 City of Denton City Council Minutes August 16, 2016 Page 7 Approved the exception request listed below. B. ID 16-894 Consider a request for an exception to the Noise Ordinance for the purpose of the Oaktopia Music Festival. Live music will be played at LSA Burger's Open - Air Patio at 113 E. Hickory; the Denton County Historic Courthouse Lawn at 110 W. Hickory St.; Travelstead at 209-211 E. Hickory St.; and the parking lot (Second Stage) at 126 E. Oak St. Performances will begin on Thursday, September 22, 2016, from 5:00 p.m. to midnight at LSA Burger's Open -Air Patio and Travelstead Stage. They will continue on Friday, September 23, 2016, 5:00 p.m. to midnight at Denton County Historic Courthouse Lawn, Travelstead stage, and Second Stage locations. The last day of events is Saturday, September 24, 2016, from 5:00 p.m. to midnight at Denton County Historic Courthouse Lawn, Travelstead stage, and Second Stage locations. An exception is specifically requested to increase sound levels from 70 to 75 decibels and for an extension of hours from 5 p.m. to midnight. Resolution No. R2016-022 C. ID 16-905 Consider approval of a resolution allowing DI2-DentonI, LLC, DBA Lone Star Attitude Burger, to be allowed to sell alcoholic beverages at Oaktopia, September 22-24, 2016, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. Resolution No. R2016-023 D. ID 16-943 Consider approval of a resolution allowing the Black Chamber of Commerce to be the sole participant allowed to sell alcoholic beverages at the Blues Festival September 16-18, 2016, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. The Parks, Recreation, and Beautification Board recommends approval (4-0). Ordinance No. 2016-223 E. ID 16-965 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Denton Black Chamber of Commerce; authorizing the expenditure of funds therefor; and providing for an effective date. ($1900) Ordinance No. 2016-224 F. ID 16-966 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Fred Moore Day Nursery for the purpose of expenses for the Activity Room; providing for the expenditure of funds therefor; and providing for an effective date. ($1500) Ordinance No. 2016-225 G. ID 16-968 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Denton Parks Foundation for the purpose of Scholarships for the Friends of the Parks Foundation; providing for the expenditure of funds therefor; and providing for an effective date. ($450) 780 City of Denton City Council Minutes August 16, 2016 Page 8 Ordinance No. 2016-226 H. ID 16-982 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Giving Hope, Inc. for funds that will be used for Homeless Prevention assistance; providing for the expenditure of funds therefor; and providing for an effective date. ($1,975) Ordinance No. 2016-227 I. ID 16-986 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Denton Holiday Festival Association; authorizing the expenditure of funds therefor; and providing for an effective date. ($500) Ordinance No. 2016-228 J. ID 16-1021 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Denton Assistance Center, Inc.; authorizing the expenditure of funds; and providing for an effective date. ($400) Ordinance No. 2016-230 L. ID 16-991 Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Tune, correcting an inadvertent mistake in Ordinance No. 2015-189 relating to the related to the annexation of an area of land of approximately 4.29 acres to the City of Denton, Texas, generally identified as PAA4, generally located south of Milam Road; north of Loop 288; east of I-35, west of Locust Street, and more specifically identified in Exhibits "A" and "B" attached hereto; specifically by excluding one parcel of land that was inadvertently annexed notwithstanding that the parcel was eligible to sign a non -annexation agreement for agricultural, wildlife management or timberland use; providing for a correction of the city map to exclude the inadvertently annexed land; providing for a savings clause; and providing for an effective date. Ordinance No. 2016-231 M. ID 16-992 Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Tune, correcting an inadvertent mistake in Ordinance No. 2015-070, relating to the acceptance of eligible non -annexation agreements for agricultural, wildlife management or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas, generally identified as PAA4, generally located south of Milam Road; north of Loop 288; east of 1-35, west of Locust Street, and more specifically identified in Exhibits "A" and "B" attached hereto; specifically by including one parcel of land that was inadvertently excluded from Ordinance No. 2015-070 even though the parcel was eligible to receive and sign a Non -Annexation Agreement; providing for a savings clause; and providing an effective date. Ordinance No. 2016-232 N. ID 16-998 Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Tune, correcting an inadvertent mistake in Ordinance No. 2010-117 relating to the annexation of an area of land of approximately 1,171 acres to the City of Denton, 781 City of Denton City Council Minutes August 16, 2016 Page 9 Texas, generally identified as PAA1, generally located south of Jim Christal Road; north of Tom Cole Road; west of Masch Branch Road, and more specifically identified in Exhibits "A" and "B" attached hereto; specifically by excluding two parcels of land that was inadvertently annexed notwithstanding that the parcels were eligible to sign non -annexation agreements for agricultural, wildlife management or timberland use; providing for a correction of the city map to exclude the inadvertently annexed land; providing for a savings clause; and providing for an effective date. Ordinance No. 2016-233 O. ID 16-999 Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Tunc, correcting an inadvertent mistake in Ordinance No. 2010-040, relating to the acceptance of eligible non -annexation agreements for agricultural, wildlife management or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas, generally identified as PAA1, generally located south of Jim Christal Road; north of Tom Cole Road; west of Masch Branch Road, and more specifically identified in Exhibits "A" and "B" attached hereto; specifically by including two parcels of land that was inadvertently excluded from Ordinance No. 2010-040 even though the parcel were eligible to receive and sign Non -Annexation Agreements; providing for a savings clause; and providing an effective date. Ordinance No. 2016-234 P. ID 16-1002 Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Tunc, correcting an inadvertent mistake in Ordinance No. 2015-186 relating to the annexation of an area of land of approximately 1,171 acres to the City of Denton, Texas, generally identified as PAA1, generally located south of Jim Christal Road; north of Tom Cole Road; west of Masch Branch Road, and more specifically identified in Exhibits "A" and "B" attached hereto; specifically by excluding four parcels of land that was inadvertently annexed notwithstanding that the parcels were eligible to sign non -annexation agreements for agricultural, wildlife management or timberland use; providing for a correction of the city map to exclude the inadvertently annexed land; providing for a savings clause; and providing for an effective date. Ordinance No. 2016-235 Q. ID 16-1004 Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Tunc, correcting an inadvertent mistake in Ordinance No. 2015-067, relating to the acceptance of eligible non -annexation agreements for agricultural, wildlife management or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas, generally identified as PAA1, generally located south of Jim Christal Road; north of Tom Cole Road; west of Masch Branch Road, and more specifically identified in Exhibits "A" and "B" attached hereto; specifically by including four parcels of land that was inadvertently excluded from Ordinance No. 2015-067 even though the parcels were eligible to receive and sign Non -Annexation Agreements; providing for a savings clause; and providing an effective date. 782 City of Denton City Council Minutes August 16, 2016 Page 10 Resolution No. R2016-024 R. ID 16-1007 Consider approval of a resolution adopting the City of Denton Public Art Master Plan for the City of Denton, TX; and providing an effective date. The Public Art Committee recommends approval (7-0). Resolution No. R2016-025 S. ID 16-1035 Consider approval of a resolution of the City Council of the City of Denton nominating PACCAR, INC. to the Office of the Governor, Economic Development and Tourism ("OOGEDT") through the Economic Development Bank ("the Bank") as an Enterprise Project ("Project"); and providing an effective date. Ordinance No. 2016-236 T. ID 16-1037 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a purchase order through The Interlocal Purchasing System (TIPS) Cooperative Purchasing Program Contract# 02042315 for the replacement of Sections C, D, E, and F of the roof at the City of Denton Civic Center by way of an Interlocal Agreement with the City of Denton; and providing an effective date (File 6179-awarded to CBS Mechanical, Inc. dba CBS Roofing services in the amount of $183,518). Ordinance No. 2016-237 U. ID 16-1038 Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Agreement with the Texas Department of Public Safety (TxDPS) under Section 791.001 of the State of Texas Government Code, to authorize the City of Denton Fleet Department to perform maintenance and general repair services on TxDPS vehicles in return for payment as stipulated in the Interlocal Agreement; and declaring an effective date (File 6194). Ordinance No. 2016-238 V. ID 16-1039 Consider adoption of an ordinance authorizing the City Manager to execute a Cooperative Agreement with Denton County Probation Department under Section 791.001 of the State of Texas Government Code, to authorize the City of Denton to utilize community services workers on various projects and services with no funds expected to be authorized for this program; and declaring an effective date (File 6199). Ordinance No. 2016-239 W. ID 16-1040 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving a professional services agreement between the City of Denton and SSP Innovations to assist Denton Municipal Electric with their Operation Technology including General Information Systems (GIS) and related software which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 6122-in the three (3) year not -to -exceed amount of $2,000,000). The Public Utilities Board recommends approval (6-0). 783 City of Denton City Council Minutes August 16, 2016 Page 11 Ordinance No. 2016-240 X. ID 16-1041 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for mailing services including the daily pick-up, metering, and delivery to the United States Post Office for the City of Denton's residual mail; providing for the expenditure of funds therefor; and providing an effective date (RFP 6155-awarded to EagleWheeler Printing Company in the three (3) year not -to -exceed amount of $345,000). Ordinance No. 2016-241 Y. ID 16-1042 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for Electric Utility Outdoor Metal Enclosed Switchgear for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 6170-awarded to Anixter Power Solutions in a three (3) year not - to -exceed amount of $550,000). Ordinance No. 2016-242 Z. ID 16-1043 Consider adoption of an ordinance releasing, abandoning and vacating a 0.08 acre portion of a 0.4138 acre public utilities easement recorded in Volume 2637, Page 12, Real Property Records, Denton County, Texas, and located in the B.B.B. & C.R.R. Survey, Abstract No. 141; and declaring an effective date. [Abandonment of a portion of public utility easement to allow for lot development: Worthington Street] The Public Utilities Board recommends approval (6-0). Ordinance No. 2016-243 AA. ID 16-1044 Consider adoption of an ordinance releasing, abandoning and vacating a 0.103 acre portion of a 0.187 acre public utilities easement recorded in Volume 923, Page 431, Deed Records, Denton County, Texas, and located in the A. Hill Survey, Abstract No. 623; and declaring an effective date. [Abandonment of a portion of public utility easement to allow for lot development: DME Locust Street Substation] The Public Utilities Board recommends approval (6-0). Resolution R2016-026 BB. ID 16-1053 Consider approval of a resolution regarding the proposed site for construction, expansion, and use of an electric power transmission/distribution substation located in the southwest area of the City of Denton, north of Farm to Market Road 2449, east of John Paine Road, south of Springdale Drive (on Hickory Creek), west of Interstate 35W; in the City of Denton, Texas; as part of Denton Municipal Electric's service territory. (Underwood Substation) Ordinance No. 2016-244 CC. ID 16-1073 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of Microsoft Enterprise Licensing Renewal agreement to renew licensing for the: Desktop Optimization Package, Remote Desktop Services, Office 365, and Client/Server software licensing as approved by the State of Texas Department of Information Resources (DIR) Contract Number DIR-SDD-2503; providing for the expenditure of funds therefor; 784 City of Denton City Council Minutes August 16, 2016 Page 12 and providing an effective date (File 6207-awarded to SHI Government Solutions in the three (3) year not -to -exceed amount of $1,890,003). Item A was considered. Ordinance No. 2016-222 A. ID 16-858 Consider adoption of an Ordinance of the City of Denton, Texas authorizing the City Manager to execute a professional services agreement between the City of Denton and Focused Advocacy, LLC to assist the City of Denton in advancing its State Legislative Program, assist Council and staff in addressing proposed legislation, and make the City aware of any legislative or administrative initiatives believed to be detrimental to the interests of the City; authorizing the expenditure of funds; and providing an effective date (File 6182-in the annual not -to - exceed amount of $166,000 for a four (4) year total not -to -exceed $664,000). Lindsay Baker, Intergovernmental Relations Officer, presented information on the proposed contract noting the length of service with the firm, length of the proposed contract and the need for the services of the firm. Council Member Bagheri stated that the city also had a contract with the Fred Hill firm and questioned the difference in the scope of work between the two firms. Baker stated that both firms dealt with sales tax and community tax issues with the Hill firm providing additional perspective for these issues. Council Member Bagheri stated that the funding for these lobbyists was through tax payer money and she struggled using tax payer money to advocate against ideals of the tax payers. In addition to Focused Advocacy the City also had TML and the Hill agency and felt that there were too many lobbyists on overlapping issues. She asked if this was a request for proposal. Baker stated that it was a professional services agreement that provided services for DME and the City in general. Mayor Pro Roden felt that it showed what was done in Austin. There were already conversations that cities did not have rights. Council discussed the value of having such lobbyists available to the city to protect city issues, using tax dollars which might be opposed by some tax payers and that Fred Hill focused on revenue caps. Mayor Pro Tern Roden motioned, Council Member Hawkins seconded to adopt the ordinance. A. On roll call vote, Mayor Pro Tern Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Mayor Watts "aye". Council Member Bagheri "nay". Motion carried with a 5-1 vote. Item K was considered. 785 City of Denton City Council Minutes August 16, 2016 Page 13 Ordinance No. 2016-229 K. ID 16-988 Consider adoption of an ordinance of the City Council of the City of Denton, Texas, establishing an Economic Development Investment Fund; defining and committing certain revenues of the City; providing a severability clause; and providing an effective date. Chuck Springer, Director of Finance, reviewed the purpose of the fund and the background of the establishment of the fund. Council discussed accountability for spending the funds and how to verify the self -reporting of the companies, Council Member Gregory motioned, Mayor Pro Tern Roden seconded to adopt the ordinance. On roll call vote, Mayor Pro Tern Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Mayor Watts "aye". Council Member Bagheri "nay". Motion carried with a 5-1 vote. 5. ITEMS FOR INDIVIDUAL CONSIDERATION - CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS Ordinance No. 2016-245 A. ID 16-851 Consider adoption of an ordinance of the City of Denton ("City") determining the public use, need, and necessity for the acquisition of (1) fee simple title to the surface estate, including a waiver of surface use as to the mineral estate, of a 38.889 acre tract described and depicted in Exhibit "A" and (2) six electric utility and communication easements described in Exhibit "B" (0.800 acres shown as "Electric Easement No. V in Exhibit "B" and 0.046 acres shown as "Electric Easement No. 2" in Exhibit "B"), Exhibit "C" (0.919 acres), Exhibit "D" (0.642 acres shown as "Electric Easement No. 1" in Exhibit "D" and 4.636 046 acres shown as "Electric Easement No. 2" in Exhibit "D"), and Exhibit "E" (0.040 acres), with each and every property interest described above being located in the Mary Austin Survey, Abstract No. 4, City and County of Denton, Texas, and each and every property interest described above being collectively referred to hereafter as "Property Interests"; authorizing the City to acquire the property interests by either agreement or through the use of the power of eminent domain; authorizing the use of the power of eminent domain to acquire the property interests if an agreement cannot be reached; authorizing the expenditure of funds; makings findings; providing a savings clause; and providing an effective date. [Brinker SS and TL] Galen Gillum, Executive Manager of Administration, presented the background information concerning the proposal for Brinker Substation noting that all practical options had been reviewed. Council Member Gregory motioned: "I move that the City of Denton, after having made the offers required by State law, use of the power of eminent domain, if needed, to acquire the following property interest and related rights which are all located in the Mary Austin Survey, Abstract No. 4, City of Denton, County of Denton, Texas and described in the ordinance under consideration, in which are all for a valid public use, necessary to provide for the expansion, construction, 786 City of Denton City Council Minutes August 16, 2016 Page 14 maintenance, operation and improvement of the electric transmission lines, facilities and structures including substations to serve the public and citizens of the city; (1) fee simple title to the surface estate, including all waiver of surface use as to the mineral estate, of a 38.889 acre tract described and depicted in Exhibit "A" now being displayed on the overhead screen and (2) six electric utility and communication easements described in Exhibit "B" (0.800 acres shown as "Electric Easement No. 1" in Exhibit "B" and 0.046 acres shown as "Electric Easement No. 2" in Exhibit "B"), Exhibit "C" (0.919 acres), Exhibit "D" (0.642 acres shown as "Electric Easement No. 1" in Exhibit "D" and 4.63 6046 acres shown as 'Electric Easement No. 2" in Exhibit "D"), and Exhibit "E" (0.040 acres) now being displayed on the overhead screen; all of which are for a valid public use necessary for the necessary to provide for the expansion, construction, maintenance, operation and improvement of the electric transmission lines, facilities and structures including substations to serve the public and citizens of the city". Council Member Bagheri seconded the motion. Gillum noted that as the motion was being made, the legal descriptions of the easements were displayed. Speaker cards were submitted by: William Nicholson - spoke in support Rob Rayner - spoke in support On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No 2016-246 B. ID 16-1075 Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of various permanent easements and temporary construction easements generally located along U.S. Highway 377 (Fort Worth Drive) the limits of which being bounded to the north by Interstate Highway 35 East and to the south by FM 1830 (Country Club Road) and being situated in the A. Hill Survey, Abstract No. 623, the S. Hiram Survey, Abstract 616, the W. Daniel Survey, Abstract 378, the A. Hickman Survey, Abstract 521 and the B.B.B & C.R.R. Survey, Abstract 196, City and County of Denton, Texas, and with the use, purpose and legal descriptions of each easement being more particularly described in the attached Exhibit "A" (the "Property Interests"); authorizing the City Manager and City Attorney, or their respective designees, to acquire the property interests by agreement including making all offers required by law; authorizing the use of the power of eminent domain to condemn the property interests if an agreement cannot be reached; and authorizing the City Attorney, or her designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; makings findings; providing a savings clause; and providing an effective date. [Fort Worth Drive Utility Relocations project] The Public Utilities Board recommends approval (6-0). 787 City of Denton City Council Minutes August 16, 2016 Page 15 Paul Williamson, Real Estate Manager, presented the details of the item, noting that it was for the Fort Worth Drive Utility Relocations project. He displayed the property tracts as the motion was read. Council Member Hawkins motioned :"I move that the City of Denton, after having made the offers required by State law, use of the power of eminent domain, if needed, to acquire the necessary easements as defined as the Property Interests in the ordinance now under consideration, consisting of various tracts along Fort Worth Drive, the limits of which being from its intersection with Interstate 35 East, south to F.M. 1830, City of Denton, Denton County, Texas, and being more particularly described on Exhibit "A" to the ordinance now under consideration and on the overhead screens, now being displayed to the audience, all of which are for a valid public use, necessary to provide for the construction, operation, and maintenance of both the municipal water system improvements and the municipal sanitary sewer system improvements necessary for the Fort Worth Drive Utility Relocations project." Mayor Pro Tem Roden seconded the motion. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. 6. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 16-1046 Consider nominations/appointments to the City's Boards and Commissions: Airport Advisory Board; Health & Building Standards Commission; Human Services Advisory Committee; Parks, Recreation and Beautification Board; and Zoning Board of Adjustment. Jennifer Walters, City Secretary, reviewed the outstanding nominations. In addition to the nominations presented in the backup materials, Mayor Watts nominated Mary Beth Cunningham to the Community Development Advisory Committee; Mayor Pro Tem Roden motioned, Council Member Hawkins seconded to approve the nominations. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. 7. PUBLIC HEARINGS Ordinance No. 2016-247 A. Z 16-0008b Hold a public hearing and consider adoption of an ordinance providing an initial zoning district designation of Employment Center Industrial (EC -I) District to an approximately 23.24 acre property generally located on the west side of Geesling Road, approximately 700 feet south of East University Drive (US 380). The Planning and Zoning Commission recommends approval (7-0). The Mayor opened the public hearing. 788 City of Denton City Council Minutes August 16, 2016 Page 16 Aimee Bissett, Director of Development Services, stated that this was a request for initial zoning for property that was voluntarily annexed. She presented the location, current zoning and proposed zoning for the property. The Denton Plan 2030 compatibility, approval considerations and public notifications were also reviewed. The Planning and Zoning Commission as well as the staff recommended approval. No one spoke during the public hearing. The Mayor closed the public hearing. Mayor Pro Tern Roden motioned, Council Member Wazny seconded to adopt the ordinance. On roll call vote, Mayor Pro Tern Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Resolution No. R2016-027 B. ID 16-1013 Hold a public hearing and consider approval of a resolution regarding the proposed route for construction, expansion, and use of the electric power transmission line located in an area bounded by Fort Worth Drive and Elm St. (western boundary), Robertson Street (northern boundary), the DART/D.C.T.A rail corridor (eastern boundary), Inman St. with an easterly projection to Spencer Rd. (southern boundary) and being located within the W. Loving Survey, Abstract No. 759; the H. Sisco Survey, Abstract No. 1184; the S. Hiram Survey, Abstract No. 616; the W. Teague Survey, Abstract No. 1266; the M. Austin Survey, Abstract No. 4; the J. Taft Survey, Abstract No. 1256; the R. Hopkins, Abstract No. 1694; and the A. Hill Survey, Abstract 623, lying within the City of Denton, Denton County, Texas; as part of Denton Municipal Electric's service territory. (Spencer to Locust Transmission Line) The Mayor opened the public hearing. Brian Daskam, External Affairs Manager, presented the details of the proposed Spencer to Locust Transmission Line. He presented an evaluation matrix on the various proposed routes and noted the public involvement steps. The recommendation from the Public Utilities Board and staff was the green route which was the current route. The following individuals spoke during the public hearing: Craig Freeman — neutral Carmen Borland — opposed The Mayor closed the public hearing. Mayor Pro Tern Roden motioned, Council Member Bagheri seconded to approve the resolution. On roll call vote, Mayor Pro Tern Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. 789 City of Denton City Council Minutes August 16, 2016 Page 17 Ordinance No. 2016-248 C. Z16-0003c Continue a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a rezoning request from Neighborhood Residential 3 District (NR-3) to Neighborhood Residential 6 District (NR-6) on approximately 0.6 acres, located on the northeast corner of North Bell Avenue and East Windsor Drive; and providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing a severability clause and an effective date. The Planning and Zoning Commission recommends approval (4-2). (Z16-0003). This item was continued from the August 2, 2016 City Council meeting. The Mayor noted that the public hearing was already opened from a prior meeting. Julie Wyatt, Senior Planner, reviewed the zoning request for the property and the background of the Planned Development (PD-72). She presented the current zoning and proposed zoning to allow for two duplexes to be built on the site. The future land use, considerations of the proposal, site photos and public notification information was provided. The proposal was recommended by the Planning and Zoning Commission but staff recommended denial. Council discussion dealt with when the current homes were built, how the duplexes would face the street; the Denton Plan 2030 goal of infll and staffs recommendation in contrast to that; and staff s denial based on this area being a gateway to the neighborhood. The following individuals spoke during the public hearing: Yolanda Vorel spoke in favor. Tim Beaty spoke in favor The Mayor closed the public hearing. Council Member Bagheri motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On roll call vote, Mayor Pro Tern Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. D. ID 16-1065 Hold a public hearing to receive input from the public on the proposed adoption of the 2015 International Energy Conservation Code with proposed amendments. Rodney Patterson, Building Official, presented the details of the proposal with key points noted. Staff was seeking direction to move forward as proposed with local amendments. The Mayor opened the public hearing. The following individuals spoke during the public hearing: Michael Hennen — support Ken Gold — opposed 790 City of Denton City Council Minutes August 16, 2016 Page 18 David Levy - favor Deb Armintor - favor Jim Strange - in favor without Appendix RB and consider prescriptive options. The Mayor closed the public hearing. Council discussed not going above the code amendment proposed, cost analysis with the new code, not relaxing standards rather having the State come up to the city's standards, and not putting in a solar ready requirement at this time. No action was required on this item at this time. 8. 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. Council Member Wazny requested an open session on the proposed ethics ordinance to be scheduled for September 27th Mayor Pro Tem Roden questioned if Council Member Wazny would be sharing the names of her committee members who worked on the proposed ethics ordinance at that time. Council Member Wazny stated that while there was a draft ordinance there still was a need to look at the Charter provisions. Council Member Wazny requested an item on the September 13th Work Session for Council to provide direction on a tax freeze. Council Member Wazny requested a press release regarding electronic fences and dogs. Council Member Wazny requested a Work Session regarding the Planning and Zoning Commission's plan to target properties to rezone in the city. Council Member Bagheri requested a Work Session on the possibility of installing a stop sign at Bell and Windsor. 791 City of Denton City Council Minutes August 16, 2016 Page 19 Council Member Bagheri requested information on the feasibility of an on-line message board system. Council Member Bagheri requested information on a legal opinion to hire homeless people. Council Member Bagheri requested information on a sunset committee to review city programs for efficiencies and scope. Mayor Watts noted an upcoming Homeless Summit which would have various organizations attending to identify alternatives. B. Possible Continuation of Closed Meeting topics, above posted. There was no continuation of the Closed Meeting. With no further business, the meeting was adjourned at 9:54 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS 792 City of Denton City Council Minutes August 23, 2016 Page 11 Council Member Bagheri motioned, Mayor Pro Tern Roden seconded to approve the resolution. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. E. A16-0003c Consider adoption of an ordinance of the City of Denton approving an amendment to a non -annexation agreement between the City of Denton and Ryan Capital Partners, Ltd.; and providing an effective date. This item was not considered. 4. PUBLIC HEARINGS A. ID 16-1067 Hold a public hearing on a proposal to adopt a tax rate of $0.684750 with a maximum allowable rate of $0.689750 per $100 valuation, which will exceed the lower of the effective or rollback tax rate. The Mayor opened the public hearing. Chuck Springer, Director of Finance, presented information on the tax rate public hearings. This was the first public hearing on the two required public hearings per State law. He presented budgetary priorities as set in the proposed budget, General Fund expenditures by category and by function. He then reviewed the next steps in the process. The following individuals spoke during the public hearing: Willie Hudspeth - did not speak on the topic but rather spoke on the budget discussion that occurred during the Work Session Deb Armintor - did not speak on topic but rather spoke on the water park fees. The Mayor closed the public hearing. There was no action at this time on this item 5. 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 793 City of Denton City Council Minutes August 23, 2016 Page 12 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. Mayor Pro Tem Roden asked for a discussion on the Downtown in terms of the mix of businesses and the related incentives. Council Member Briggs asked for a report on the creation of a possible Denton music council. Council Member Briggs requested information on the EDP Board ordinance as it related to council seats. Council Member Wazny requested Work Session on single room occupancy housing and associated development standards. Council Member Gregory suggested exploring the use of the services of Greater Denton Arts Council as a vehicle for supporting a music council. Mayor Watts asked for a report on the Parks Department possibly cultivating areas for monarch butterfly migration in some of the city parks. Mayor Watts asked for a discussion regarding the water park and the involvement with DISD including the joint use agreement. B. Possible Continuation of Closed Meeting topics, above posted. There was no continuation of the Closed Meeting. With no further business, the meeting was adjourned at 8:25 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS 794 CITY OF DENTON CITY COUNCIL MINUTES September 13, 2016 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, September 13, 2016 at 1:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tern Roden, Council Member Wazny, Council Member Briggs, Council Member Hawkins, Council Member Gregory, Council Member Bagheri, and Mayor Watts. ABSENT: None. 1. Citizen Comments on Consent Agenda Items Mayor Watts read Request to Speak card from Ken Gold requesting that Council pull Consent Agenda Item F for separate consideration. 2. Requests for clarification of agenda items listed on the agenda for September 13, 2016. Council Member Bagheri requested to consider Work Session Item C first. Council Member Wazny stated that there were people in the audience for Work Session A and would like keep the agenda items as presented. Consensus of the Council was keep to the original schedule. Council Member Briggs requested that Consent Agenda Item F and Individual Consideration Items A and B, items regarding the Denton Energy Center, be removed from the agenda. After reviewing staff emails over the weekend she felt no further action should be taken on the items until there was an independent audit or an internal Council ethics review of the selection of the consultant. Specific attention should look at circumstances with prior relationships with the consultant. Council Member Gregory felt that it would be appropriate to deal with these items during the regular session as Council would have the ability to table or postpone, deny or approve in that session. Interim City Manager Martin noted that Item D in the Close Session would not be considered. 3. Work Session Reports A. ID 16-1103 Receive a report; hold a discussion, and give staff direction regarding the limitation of municipal taxes on homesteads of disabled and elderly (tax freeze). Chuck Springer, Director of Finance, presented information on the item and stated the staff was seeking direction from the Council. He presented tax year 2016 exemptions noting that approximately 65.7% of single family residences received the homestead exemption. Information on homestead exemptions including the number of properties that qualified for over 65 exemptions, number of properties qualified for the disabled exemption, and history of the over 65 exemption amounts were reviewed. He included information on the deferral option for payment of taxes. Council discussed the procedures used in the deferral process. 795 City of Denton City Council Minutes Septemberl3, 2016 Page 2 Springer continued with the over 65 and disabled person tax limitation procedures should the Council not take action and it went to a petition. Information on tax limitation estimated impact was presented along with the City of Lewisville's tax freeze history. He also presented information on the average value of properties receiving the over 65 exemption. Council discussed information on appraisal protests; types of debt pledged with property taxes; implication of tax freeze on debt ratings; whether people who were not eligible for a tax freeze would carry more of the tax debt; the permanent nature of the tax freeze; the possibility of raising the tax exemption for over 65; and whether the request was to keep the tax exemption and include the tax freeze. They also considered keeping the current exemption with the freeze and had a discussion on increasing the exemption with the freeze. Spending had to be cut as well as a tax cut. Council Member Hawkins felt that the issue should go to an election. The tax burden would be put on individuals who could not take advantage of the freeze. There were others who struggled with property taxes who would not receive the benefit of the freeze. Council Member Wazny stated this was an attempt to keep seniors in their homes due to the increase in property taxes. It was important now because of the economy boom in north Texas and she asked Council to pass the tax freeze. Mayor Pro Tem Roden questioned if it was possible to set categories for the freeze. City Attorney Burgess stated that it had to be all or nothing in terms of the freeze. Council Member Gregory stated that the City could not continue to provide all the services it wanted to if the revenue streams decreased and the expectation of services increased. He was in favor of the proposal going to an election for all to decide. Council Member Briggs questioned exploring a sale tax relief program. Springer stated that it was not possible to differentiate a different sales tax rate for different groups of people. Council Member Briggs stated that she was in favor of increasing the exemption amount and in favor of the issue going to a vote. Mayor Watts felt the exemption was the way to go and would be in favor of increasing the disabled exemption to the same level as the over 65 exemptions. His preference was to have the issue go to an election. Mayor Watts stated that it appeared that the consensus of the Council was to not give direction to move forward with a tax freeze but provide an opportunity for the community to fulfill the petition requirements and take the issue to the voters. Mayor Pro Tern Roden felt that the disabled exemption should be increased. He suggested continuing discussion to look at all options available. 796 City of Denton City Council Minutes Septemberl3, 2016 Page 3 Mayor Watts stated that additional questions were if the freeze were approved by voters whether the exemptions and any increases would be added with the tax freeze. B. ID 16-1148 Receive a report, hold a discussion and give staff direction regarding additional amendments to the 2015 International Energy Conservation Code (IECC) as proposed by the North Central Texas Council of Governments and recommended by staff. Rodney Patterson, Building Official, presented an update on the Energy Conservation Code with key points of the proposed amendment presented. Staff was seeking direction on whether to include the proposed amendments already provided. Council discussion included possibly including a voluntary provision for solar ready homes and reasoning for a voluntary provision for solar ready homes. Consensus was to proceed with the additional amendment to be included with other amendments previously approved. C. ID 16-1062 Receive a report; hold a discussion, and give staff direction regarding the FY 2016-17 City Manager's Proposed Budget, Capital Improvement Program, and Five -Year Financial Forecast. Melissa Kraft, Chief Technology Officer, presented information on the Open Data Portal which included an overview of open data, open data usage, platform comparisons, performance management and budget dashboard. Chuck Springer, Director of Finance, presented a summary of the budget so far and proposed cuts to allow for the additional half cent tax cut. The General Fund had two changes to increase Parks to $77,000 from the proposal of $35,000 and include $60,000 one-time funding for a historical preservation grant. He noted that recurring expenses were cut rather than one-time expenditures. Council Member Hawkins asked about the Downtown sidewalk funding. Springer stated that some of the funding was from the Traffic Safety fund with the rest from the General Fund current fiscal year. The budget recommended flexibility in funding with a decision to be made at a later date depending on the TIRZ Board decision for funding. Council Member Bagheri presented her view of cuts. Council discussed the proposal presented by Council Member Bagheri and her reasoning for her proposed cuts. Council discussed their preferences on which items to reduce/cut in the budget in order to get either to a 3/4 cent or whole cent tax reduction. Suggested cuts included the plans examiner position, the pavement marking system, $100,000 from training and travel and $6500 from the Council contingency fund. Council discussed their preferences regarding possible budget cuts and a proposed tax rate. Consensus of the Council was to proceed with a 3/4 cent tax reduction. 797 City of Denton City Council Minutes September13, 2016 Page 4 Following the completion of the Work Session, the City Council convened in a Closed Meeting to consider the specific items listed below under the Closed Meeting section of this agenda. 1. Closed Meeting: A. ID 16-973 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086. Receive a presentation from Denton Municipal Electric staff ("DME") regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, in order to meet its future energy needs. Discuss, deliberate and provide Staff with direction. [ID 16-1031 & 16- 1032] B. ID 16-1115 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 related to the City's participation in, and the overall operational and financial aspects of, the Texas Municipal Power Agency; discuss and deliberate strategies regarding same; discuss, deliberate and provide staff with direction. Consultation, discussion, deliberation, and receipt of information from the City's attorneys involving legal matters relating to public power competitive and financial matters related to the City's participation in, and the overall operational and financial aspects of, the Texas Municipal Power Agency, and to provide the City Attorneys with direction, where a public discussion of these legal matters would clearly 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. [ID 16-1114] C. ID 16-1117 Deliberations regarding Real Property - Under Texas Government Code Section 511.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests generally located in (i) the Gibson Myers Survey, Abstract No. 843, the Johnson, Green, Myers, and Brummell Survey, Abstract No. 1699, the Moses H. Davis Survey, Abstract No. 377, and the William Wilburn Survey, Abstract No. 1419, City of Denton, Denton County, Texas, for the possible construction of an electric generation facility, and (ii) the William Wilburn Survey, Abstract No. 1419, City of Denton, Denton County, Texas, for the West Parallel Runway Project for Denton Enterprise Airport where deliberation of the potential acquisition of these real property interests in an open meeting would have a detrimental effect on the position of a governmental body in negotiations with a third party. Consultation with the City's attorney's regarding legal issues associated with the acquisition of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the 798 City of Denton City Council Minutes Septemberl3, 2016 Page 5 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 16- 1162] D. ID 16-1192 Deliberations Regarding Certain Public Power Utilities: Competitive Matters -- - Under Texas Government Code, Section 551.086. Receive competitive public power information and competitive financial information from staff regarding an amendment to the operating budget for Denton Municipal Electric ("DME") for FY 2015-2016, including without limitation, revenues, expenses, and commodity volumes; and discuss, deliberate, provide staff with direction regarding such matters. [ID 16-1213] This item was not considered. E. ID 16-1057 Certain Public Power Utilities: Competitive Matters --- Under Texas Government Code, Section 551.086. Receive competitive public power competitive information and financial information from staff regarding the proposed FY 2016-2017 operating budget for Denton Municipal Electric ("DME") including without limitation, proposed rates for DME for FY 2016-2017, expected revenues, expenses, commodity volumes, and financial commitments of DME; discuss, deliberate and provide staff with direction. Special Called Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall. 1. CONSENT AGENDA Council Member Hawkins motioned, Council Member Gregory seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Item F to be considered individually and with the replacement ordinance for Item G. On roll call vote, Mayor Pro Tern Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2016-252 A. ID 16-1088 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Third Supplement to a Professional Services Agreement by and between the City of Denton, Texas and the law firm of Cole Schotz, P.C., Dallas, Texas for legal services relating to transactional and regulatory work pertaining to the Texas Municipal Power Agency; providing for additional expenditure agency of not -to -exceed $400,000; providing an effective date. (File 5380 in the additional amount not -to -exceed $400,000, aggregating a total not - to -exceed $799,500). 799 City of Denton City Council Minutes Septemberl3, 2016 Page 6 Ordinance No. 2016-253 B. ID 16-1126 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for professional services including engineering, design, and customary construction services for the design -build of the proposed Denton Compressed Natural Gas Fueling Station Project; providing for the expenditure of funds therefore; providing an effective date (RFQ 6016-awarded to Zeit Energy LLC in the not -to -exceed amount of $2,682,445). The Public Utilities Board recommends approval (5-0). Ordinance No. 2015-254 C. ID 16-1130 Consider adoption of an ordinance approving a Pipeline Crossing contract by and between the City of Denton, Texas and the Kansas City Southern Railway Company relating to the location of a water pipeline within railroad right-of-way, located at mile post D-105.10, Alliance Subdivision within the County and City of Denton Texas; terminating prior license; and providing an effective date. [Pipeline Crossing Agreement for 12-inch water line: 84 Lumber development] Ordinance No. 2016-255 D. ID 16-1132 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Professional Legal Services Agreement with the law firm of Baker Moran Doggett Ma & Dobbs LLP, Plano, Texas for professional legal services regarding condemnation matters related to the Mayhill Road Widening and Improvements Project; providing for the expenditure of funds therefor; and providing an effective date (File 5326-awarded to Baker Moran Doggett Ma & Dobbs LLP in the not -to -exceed amount of $700,000). Resolution No. R2016-030 E. ID 16-1149 Consider approval of a resolution of the City of Denton declaring the completion of the work of the Ad Hoc City Council Historic Landmark Committee and dissolving the same; and declaring an effective date. Ordinance No. 2016-256 G. ID 16-1182 Consider adoption of an ordinance approving a Development Agreement between the City of Denton and Justland Development LLC, concerning the use of City property for temporary stormwater facilities and construction access for the proposed development of Meadow Oaks Subdivision, Phase 4, until the permanent Ruddell Street Stormwater Facilities are installed; granting temporary drainage and construction access easements in exchange for the developer providing to the City a conveyance of land in fee; providing for the developer to pay any additional costs of design and construction of a permanent stormwater piping system required to accommodate the development stormwater discharge; requiring a performance bond or letters of credit; authorizing the City Manager to execute the agreement and easements; and providing for an effective date. 800 City of Denton City Council Minutes Septemberl3, 2016 Page 7 Ordinance No. 2016-257 H. ID 16-1183 Consider adoption of an ordinance approving an Advance Funding Agreement between the City of Denton and the Texas Department of Transportation (TxDOT), concerning City cost participation in TxDOT's grade separation improvements project for IH 35E, between State School Road/Mayhill Road and Loop 288 (CSJ No. 0196-01-106); authorizing the City Manager to execute the agreement; and providing for an effective date. Ordinance No. 2016-258 I. ID 16-1184 Consider adoption of an ordinance approving a Standard Utility Agreement U14818 and an Advance Funding Agreement for Voluntary Utility Relocation for IH-35E, between Mayhill Rd. and Loop 288 (CSJ No. 0196-01-106), between the City of Denton and the Texas Department of Transportation (TxDOT), for the relocation and betterment of a City water line along the I-35E right-of-way near Brinker Rd.; authorizing the City Manager to execute the agreements and related documents; and providing for an effective date. Ordinance No. 2016-259 J. ID 16-1185 Consider adoption of an ordinance approving a Metropolitan Mobility Agreement for State -Contracted Traffic Signal Construction between the City of Denton and the Texas Department of Transportation (TxDOT), concerning the City providing certain traffic signal equipment with reimbursement by TxDOT for IH 35E grade separation improvements at Loop 288 (CSJ No. 0196-01-106); authorizing the City Manager to execute the agreement; and providing for an effective date. Item F was considered. F. ID 16-1162 Consider adoption of an ordinance authorizing the City Manager, or his designee, to execute a real estate sales contract, between the City of Denton, Texas, a Texas Home -Rule Municipal Corporation, as purchaser, and Eagle Farms, Inc., a Texas Corporation, and John Porter Auto Sales, Inc., a Texas Corporation, (Collectively "Owner"), as seller, to acquire fee title to a 340.469 acre tract situated in the Gibson Myers Survey, Abstract No. 843, The Johnson, Green, Myers, and Brummell Survey, Abstract No. 1699, the Moses H. Davis Survey, Abstract No. 377, and the William Wilburn Survey, Abstract No. 1419, located in the City of Denton, Denton County, Texas, generally south of Jim Christal Road, east of Hickory Court, and north of Tom Cole Road, and more particularly described in Exhibit "A" ("Property Interest") for the purchase price of eleven million five hundred thousand dollars and no cents ($11,500,000.00), and other consideration, as prescribed in the Contract of Sale (the "Contract"); authorizing the expenditure of funds; and providing an effective date. Galen Gillum, Executive Manager of Administrative Services, presented information on the ordinance in terms of sales price for the airport runway, etc. He reviewed details on the land acquisition update and displayed a map on the different parcels of the property. The cost distribution details for the property which showed the parcel type, acreage, square feet cost per square feet and total cost were presented. 801 City of Denton City Council Minutes September13, 2016 Page 8 Council Member Briggs motioned to table the item until such time that an independent audit and internal Council review could be performed on the consultant contract and staff relationship. Mayor Pro Tem Roden questioned if the consultant had been involved in the determination of the land. Council Member Briggs stated that she wanted anything dealing with the plan to be tabled. Council Member Gregory questioned if the motion was to table the item to the next meeting. City Attorney Burgess stated that the motion could be to postpone to an event certain or to the next meeting. Council Member Briggs stated that she would like to change her motion to postpone to an event certain. Mayor Pro Tem Roden requested more information on the reason to postpone and what questions Council Member Brigs had. He questioned if this was a stall tactic because she did not like the project. Council Member Briggs read a statement indicating that she felt it would be in the best interest of the Council and rate payers that no further action take place until an internal audit and internal Council review on the selection of the consultant and prior relationships with the staff and the consultant. She felt her concerns were valid based on the communications she was given access to when she was questioning the nature of the $45,000 overage of the original contract. This was not a stall tactic. Mayor Pro Tem Roden questioned that Council Member Briggs was requesting a third party investigation of the third party consultant that the Council unanimously agreed to hire. Council Member Briggs felt that the Ethics Committee should review the issue. Mayor Pro Tem Roden asked if the Ethics Committee had the authority to do such an investigation. City Attorney Burgess stated that it did not have the authority in the past but she needed to look at the current provisions and scope of charge. Council Member Gregory questioned who would do an investigation and how did that pertain to the property purchase. Council Member Briggs stated that she came across communications which caused her concern and did not feel were proper. Council Member Gregory questioned how long Council Member Briggs wanted to postpone the item. Council Member Briggs stated that she just wanted to discuss with Council before continuing with the project. 802 City of Denton City Council Minutes Septemberl3, 2016 Page 9 Mayor Watts indicated that he saw the same correspondence as Council Member Briggs. He noted that the motion was for an investigation by an internal audit rather than looking at the communication she had. If it was a formal investigation and the empaneling of a committee, he would not be in favor based on what he had read. He would be in favor of more discussion of the communications. Council Member Wazny requested that Legal provide all council member with the documents that Council Member Briggs and the Mayor had seen and read. The item could be postponed to a date certain of the Work Session on September 20' to discuss what was there. An action item could also be on the agenda so Council could proceed if desired. Mayor Watts stated that the motion was for an internal investigation on the procurement process and have the Ethics Commission look at the issue. Council Member Briggs stated that her motion was to postpone for an independent audit or until an internal Council review was conducted. She would consider this an internal Council review to postpone until September 20th meeting. Mayor Watts restated that that the motion was to postpone to a date certain of September 20th for an internal investigation or Council review. Council Member Bagheri seconded the motion and questioned if the vote to postpone was approved, the Council would not discuss it again until September 20th City Attorney Burgess stated that the item would be posted on the September 201h agenda. Mayor Pro Tem Roden expressed concern that Council was considering this motion based on mysterious emails that someone had. He questioned how long Council Member Briggs had these emails and was there not an opportunity to present them to Council before now. Council Member Briggs stated that there was not an opportunity to present them to the full Council before now. Mayor Pro Tem Roden questioned if there was not an opportunity to present them to Council legally through the City Manager or the City Attorney before now. Council Member Briggs stated that there was a lot of material to go through which took her some time but that she had the information for a couple of weeks. Mayor Pro Tem Roden stated that this item had been listed on the agenda and Council knew it was coming. He could not consider this anything other than a stall on the process. He was fine with discussing it but felt it was not the appropriate way to handle it. Council Member Hawkins stated that he had received an email Sunday from Council Member Briggs that noted her concerns, many of which had already been brought up when Council voted on the contracts. He did not did agree with Council Member Briggs and felt it was a stall tactic. 803 City of Denton City Council Minutes Septemberl3, 2016 Page 10 Council Member Briggs read a statement outlining her concerns. Council Member Gregory stated that he would not oppose waiting a week but did not want a long delay as that was not in the best interest of city. He needed to see the statements in context and felt that some concerns were already presented before the hiring of the consultant. Meeting with a consultant was pretty much a regular occurrence. He asked Council Member Briggs to point out items she was most concerned with. Council Member Bagheri stated that she had also reviewed a lot of the documents and was interested in why the first draft had no mention of a QSE and why it was added in later drafts. Her interest was why and how it was added to the document. Mayor Pro Tem Roden stated that Council Member Bagheri had access to the mysterious emails as well as the Mayor and Council Member Briggs. He questioned again why this was not presented to the rest of the Council before the action item when Council was ready to vote on the item and why this could not have been shared earlier. Council Member Bagheri stated that there was no way to look at all the documents in two days and that she had been looking for something very specific. She had a concern tabling for a week as it would not provide enough time to review everything. Mayor Watts stated that he looked at the documents on Friday at the invitation of Council Member Briggs. He perused through looking at the information highlighted by Council Member Briggs. He questioned Council Member Briggs that since she had the information for several weeks, had she reached out to staff to the context of the emails that concerned her. Council Member Briggs stated no and that in the past two to three weeks there were other unethical issues brought out that she had to focus on. Mayor Watts asked the City Attorney to review the motion. City Attorney Burgess stated that the motion was to postpone this item to the September 20ffi Council meeting in order to provide Council an opportunity to audit and look at the issues. On roll call vote, Council Member Wazny "aye", Council Member Briggs "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Mayor Pro Tem Roden "nay", and Council Member Hawkins "nay". Motion carried with a 5-2 vote. 2. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 16-1031 Consider adoption of an ordinance of the City Council of the City of Denton, a Texas home -rule municipal corporation, providing for, authorizing, and approving the execution by the City Manager, or his designee, of an Equipment Supply and Services Contract for the purchase of twelve (12) reciprocating internal combustion engines and related technical services between the City of Denton and Wartsila North America, Inc., a Maryland corporation,; approving the execution of such other and further related documents deemed necessary to effectuate this 804 City of Denton City Council Minutes Septemberl3, 2016 Page 11 transaction by the City Manager, or his designee, which are incident or related thereto; confirming and ratifying that the City of Denton, its City Manager, and its City Attorney shall be authorized and empowered to perform such acts and obligations as are reasonably required to consummate this transaction; ratifying all prior actions taken by the City Council, City Manager and City Attorney, or their designees, in furtherance of the foregoing transaction; and determining that specific information in the said documents involved in this transaction pertain to a "competitive electric matter" as set forth under the provisions of §§551.086 and 552.133 of the Texas Government Code, as amended; adopting significant recitations, findings and conclusions, as are set forth in the preamble of this ordinance; that the purchase of power generating equipment and services made by the City under the terms of this Equipment Supply and Services Contract are in the public welfare; authorizing the expenditure of funds therefore; providing an effective date. Council Member Briggs motioned to postpone the item until the September 20th Council meeting. Mayor Watts noted that Speaker Cards had been submitted for the item but due to the motion to postpone, the speakers could only address that motion. The following individuals submitted Speaker Cards: Michael Hennen - in favor to postpone. Ed Soph - in favor to postpone Willie Hudspeth — did not speak to the motion but rather told the Mayor that he could not tell citizens they couldn't speak on an item. David Zoltner - in favor to postpone. Council Member Briggs motioned, Council Member Bagheri seconded to postpone the item to the September 201h City Council meeting. On roll call vote, Council Member Wazny "aye", Council Member Briggs "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Mayor Pro Tem Roden "nay", and Council Member Hawkins "nay". Motion carried with a 5-2 vote. B. ID 16-1032 Consider adoption of an ordinance of the City Council of the City of Denton, a Texas home -rule municipal corporation, providing for, authorizing, and approving the execution by the City Manager, or his designee, of an engineering, procurement and construction agreement for the construction of an electric power generation facility between the City of Denton and Burns and McDonnell Engineering Company, Inc. a Missouri corporation,; approving the execution of such other and further related documents deemed necessary to effectuate this transaction by the City Manager or his designee, which are incident or related thereto; confirming and ratifying that the City of Denton, its City Manager, and its City Attorney shall be authorized and empowered to perform such acts and obligations as are reasonably required to consummate this transaction; ratifying all prior actions taken by the City Council, City Manager, and City Attorney, or their designees, in furtherance of the foregoing transaction; and determining that the said documents involved in this transaction pertain to a "competitive electric matter" as set forth under the provisions 805 City of Denton City Council Minutes Septemberl3, 2016 Page 12 of §§551.086 and 552.133 of the Texas Government Code, as amended; adopting significant recitations, findings and conclusions, as are set forth in the preamble of this ordinance; that the construction of the electric power generation plant by the City under the terms of this engineering, procurement and construction agreement are in the public welfare; authorizing the expenditure of funds therefore; providing an effective date. Council Member Briggs motioned to postpone the item to the September 201h Council meeting. The following individuals submitted Speaker Cards: Michael Hennen — in favor of the postponement Willie Hudspeth — did not speak to the motion but told the Mayor he could not tell citizens they could not speak on an agenda item. Council Member Briggs motioned, Council Member Bagheri seconded to postpone the item to the September 20th Council meeting. On roll call vote, Council Member Wazny "aye", Council Member Briggs "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Mayor Pro Tern Roden "nay", and Council Member Hawkins "nay". Motion carried with a 5-2 vote. Resolution No. R2016-031 C. ID 16-1114 Consider approval of a resolution of the City Council of the City of Denton, a Texas Home Rule Municipal Corporation, electing for the City to have the right to continued performance of services provided by the Texas Municipal Power Agency, a municipal power agency, under the provision of the power sales contract, as amended, for the useful life of the system; direction to the interim City Manager, or his designee, to provide written notice of this election to TMPA; and, providing an effective date. Phil Williams, General Manager - DME, provided an update on the proposed resolution and reviewed an update on the background of TMPA. He detailed the joint operating agreement and the TMPA future. Staff recommended Council approve the resolution. Willie Hudspeth submitted a Speaker Card and spoke in opposition. Mayor Pro Tern Roden motioned, Council Member Gregory seconded to approve the resolution. On roll call vote, Mayor Pro Tern Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. D. ID 16-1213 Consider adoption of an ordinance of the City of Denton, Texas amending the Fiscal Year 2015-2016 Budget and Annual Program of Services of the City of Denton to allow for adjustments to the Electric Fund of twenty three million ($23,000,000) for the purpose of making initial payments for construction of a quick start electric generation facility; declaring a municipal purpose; providing a severability clause, an open meetings clause and effective date. 806 City of Denton City Council Minutes Septemberl3, 2016 Page 13 Interim City Manager Martin stated that this item was associated with the funding for the Renewable Denton Plan. Chuck Springer, Director of Finance, stated that the ordinance was related to timing to amend the current budget so funds could be paid out of the operating fund this year and be reimbursed when the bonds were issued. Mayor Pro Tem Roden asked about using this year's funding. Springer stated that if the ordinance was not approved in this budget year, it would not be necessary in the next fiscal year. The following individuals submitted Speaker Cards: Willie Hudspeth — opposed Michael Hennen — not do at this time Deborah Armintor — opposed Mayor Watts stated that the $23 million involved a timing issue as a down payment for the RICE engines. He questioned if it did not happen now, would it come out of the revenue bond proceeds. Springer stated that it would either come directly from the revenue bonds from the next fiscal year or reimbursed if taken out now. Council Member Wazny stated that as everything else dealing with the RDP was being postponed until September 201h, she felt this item should also be postponed. She motioned to postpone the item to September 20th Mayor Pro Tem Roden stated that there would be a cost per day to delay a decision. Williams stated that if the units could be on line for the summer of 2018, it would save $7 million during the summer. Postponing it would affect when the units would be most cost effective. Council Member Wazny motioned, Council Member Briggs seconded to postpone the item to the September 20th council meeting. On roll call vote, Council Member Wazny "aye", Council Member Briggs "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Mayor Pro Tem Roden "nay", Council Member Hawkins "nay", and Council Member Gregory "nay". Motion carried with a 4-3 vote. 3. PUBLIC HEARINGS A. ID 16-1068 Hold a second public hearing on a proposal to adopt a tax rate of $0.684750 with a maximum allowable rate of $0.689750 per $100 valuation, which will exceed the lower of the effective or rollback tax rate. Chuck Springer, Director of Finance, presented information on the proposed tax rate and property values including a listing of budgetary priorities. He displayed General Fund expenditures by 807 City of Denton City Council Minutes Septemberl3, 2016 Page 14 category and the General Fund proposed budget. The tax rate and budget adoption was scheduled for September 20th The Mayor opened the public hearing. David Zoltner — spoke in opposition The Mayor closed the public hearing. No action was required on this item at this time. B. ID 16-1069 Hold a public hearing and receive citizen input on the FY 2016-17 Proposed Budget. The Mayor opened the public hearing. Chuck Springer, Director of Finance, presented information on the tax rate and property values. The following individuals spoke during the public hearing: Willie Hudspeth — made various comments on the budget Deborah Armintor - made comments regarding her thoughts on the budget. The Mayor closed public hearing. No action was required on this item. 4. 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 Mayor Watts requested a Work Session regarding severance agreements for at -will employees. Council Member Hawkins asked for the next steps for the Good Samaritan Internet. 808 City of Denton City Council Minutes Septemberl3, 2016 Page 15 Council Member Bagheri stated that she had requested information on an on-line Council message board. It had been referred to the Committee on Citizen Engagement but no meeting was scheduled. She was again asking for that information. Council Member Bagheri asked for information on use it or lose it provisions for employee's sick and vacation and a discussion on that type of policy. Council Member Wazny requested an update on the new City website design. Mayor Watts asked for information on bus passes to the different recreation centers for individuals to be able to take showers when in need. Specifically which recreation centers were involved and the bus routes for those centers. B. Possible Continuation of Closed Meeting topics, above posted. There was no continuation of the Closed Meeting. With no further business, the meeting was adjourned at 8:17 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS 809 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1453, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: November 8, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving an additional cost for the Rental of Vans for the City of Denton Parks and Recreation Department Summer Camp and Summer Food Programs which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 6167-awarded to Capps Van and Truck Rental in the additional amount of $17,703.96 for a total not -to -exceed amount of $66,653.96). FILE INFORMATION Request for Proposals for the Rental of Vans for the City of Denton Parks and Recreation Department Sumer Camp and Summer Food Programs were issued on March 8, 2016 and April 19, 2016 with no responses received. Upon review of the RFP specifications, staff determined that the specification requiring an exemption of rental policy requiring drivers to be 25 years of age or older was presenting a roadblock to would be respondents. It is estimated that 90-95% of the City summer camp and summer food program seasonal staff are under the age of 25. Therefore, the City of Denton needed to be able to use a van rental company that allows drivers under the age of 25. Staff was able to locate only one vendor, Capps Van and Truck Rental (Capps) that would provide a quote that includes this age group. Therefore, the vans were rented as a sole source and in accordance with Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from the requirement of competitive bidding. The original quote provided by Capps was in the amount of $48,950 which is within the Purchasing staff approval threshold (Exhibit 1). This year, the Summer Food Program was expanded to serve an additional five (5) sites. This also included adding hot meals which created the need for two (2) additional vans for the Summer Food Program. Also, historically, Parks and Recreation has been able to decrease the van fleet as the summer progresses, but this year, Parks and Recreation was able to maintain steady summer camp numbers though out the summer. This along with increased summer camp registrations and programming, resulted in an additional cost of $17,703.96 for the program time period (Exhibit 2). All sole source purchases over $50,000 require Council approval, therefore staff is requesting approval of the additional $17,703.96 for a total not -to - exceed amount of $66,653.96. RECOMMENDATION City of Denton Page 1 of 2 Printed on 7/2/2021 powered by Legistar' 810 File #: ID 16-1453, Version: 1 Award the rental of summer camp and summer food program vans to Capps Van and Truck Rental in the additional amount of $17,703.96 for a total not -to -exceed amount of $66,653.96. PRINCIPAL PLACE OF BUSINESS Capps Van and Truck Rental Dallas, TX ESTIMATED SCHEDULE OF PROJECT June 1-August 19, 2016 for the cargo vans for Summer Food Program. June 3-August 19, 2016-for the passenger vans for the Summer Camp Program. FISCAL INFORMATION The summer camp van rentals are paid out of Recreation Fund operating accounts for the various summer camp programs. The increase in the expense is offset by the increased summer camp revenues. The Summer Food Program is funded by a federal grant, which is shown as a separate line item on Purchase Order 177083. The purchase order will be revised to add the additional dollar amount upon Council approval. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 4.3 Provide quality, diverse, and accessible neighborhood services for the community EXHIBITS Exhibit 1: Quote from Capps Exhibit 2: Final Invoices for Van Rentals Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Emerson Vorel at 349-7460. City of Denton Page 2 of 2 Printed on 7/2/2021 powered by Legistar' 811 EXHIBIT 1 Request for Quote - Pricing Sheet for Rental of Vans for Summer Camps Programs Respondent's Business Name CAPPS VAN RENTAL Principal Place of Business (City and State) Dallas TX Services Proposal Pricing: Estimated Per Unit Total ITEM 11OM Type of Product/Service Requested Qty Price per 11 Amount weeks 1 EA Cargo Vans - Daily Rental Rate - SUMMER CAMPS (Estimated Qty 4-6) 5 $2,475.00 $12,375.00 z EA 15 Passenger Van - Daily Rental - SUMMER CAMPS (Estimated Qty 8-15) 7 $5,225.00 $36,575.00 Total Cost $4s,9so.00 Cost of Additional Services: ITEM DESCRIPTION Per Unit Price Per Day DAILY RENTAL RATE 4 Cargo Van $70.00 5 15 Passenger Van $100.00 WEEKLY RENTAL RATE 6 Cargo Van $225.00 7 15 Passenger Van $475.00 s TOTAL 1 $870.00 "The City of Denton is self -insured for our auto liability and auto physical damage exposures. A self-insurance letter can be provided upon request." Payment Term Discounts Payment terms for the City of Denton are typically 30 days. Please indicate the additional discount extended to each monthly invoice that is paid within the time period indicated below. Payment Terms Additional Discount Invoice Paid in 15 days 812 EXHIBIT 2 CAPPS Van Rental Invoice CRP-84161 $ 5,235.94 Invoice CRP-84145 $ 5,242.28 Invoice CRP-84151 $ 5,243.22 Invoice CRP-84162 $ 5,244.02 Invoice CRP-84154 $ 5,252.53 Subtotal $ 26,217.99 Remaining amount available on PO 177083 $ (8,514.03 813 EXHIBIT 2 CRP HOURS M-F 730-6, SAT 9-1, SUN 10-2 Date: 08/24/2016 8555 JOHN CARPENTER FRWY, Invoice Date: 08/19/2016 DALLAS, TX 75247 PH: 214-630-6555 CITY EMPLOYEE, ANY +[jq CITY OF DENTON - PARKS & REC (DB) Policy #:�— ATTN:ASHLEY WOODARD 215 EAST MCKINNEY Claim #: ' Date Of Loss: DENTON, TX 76201 RO Number: 1 PO Number: 177083 Company Number: 69556 Agreement Number: CRP-84162 Vehidt. Nu1111)�r Vehicle Type Vehicle Plate Date Rented Date Returned 1680156 2016 CHEVROLET CHEVY 15 PA HBN6498 06/03/2016 12:00 PM 08/19/2016 12:00 PM 1 Week(s) @475.00 Rate Charge : Mi/Km Charge: Late Charge: Surcharge Charge Fuel Charge: Damage Waiver: Personal Insurance Liability Insurance Additional Driver: Under Age : Delivery Charges: RPT Charges: Other Charges TOLL ADM IN Tax ID: 75-1165827 CAPPS RENT -A -CAR, INC. 8555 JOHN CARPENTER FWY DALLAS, TX 75247 Rental Period: 77 Day(s) STATEMENT OF CHARGES Charged 77 Day(s) 5,225.00 Subtotal: 6,244.02 0.00 SALES TAX 0.00 0,00 0.00 0.00 0.00 0.00 Company Total: 5,244.02 0.00 Company Payments: 0.00 0,00 0.00 Net Due From Company: 5,244.02 0,00 0.00 19.02 DUE UPON RECEIPT Company Number: 69556 Agreement Number: CRP-84162 CITY EMPLOYEE, ANY Please Pay This Amount: 5,244.02 814 EXHIBIT 2 CRP HOURS M-F 730-6, SAT 9-1, SUN 10-2 8555 JOHN CARPENTER FRWY. DALLAS, TX 75247 PH: 214-630-6555 CITY OF DENTON - PARKS & REC (D13) ATTN:ASHLEY WOODARD 215 EAST MCKINNEY DENTON, TX 76201 Company Number: 69556 Vehicle _Number Vehicle Tyne Vehicle Plate 1680168 2016 CHEVROLET CHEVY 15 PA HGG2893 Date: 08/24/2016 Invoice Date: 08/19/2016 CITY EMPLOYEE, ANY e6 <T709 3 WLK Policy #: Claim M 1 �+ ytc7w l Date Of Loss: t' RO Number: PO Number: 177083 Agreement Number: CRP-84145 (Date Rented D3.tg E . it 2d 06/03/2016 12:00 PM 08/19/201612:00 PM Rental Period: 77 Day(s) STATEMENT OF CHARGES 11 Week(s) @475.00 Charged 77 Day(s) Rate Charge: 5,225.00 Subtotal : 5.242.28 Mi/Km Charge: 0.00 SALES TAX Late Charge'. 0.00 Surcharge Charge : 0.00 Fuel Charge: 0.00 Damage Waiver: 0.00 Personal Insurance : 0.00 Liability Insurance : 0.00 Company Total: 5,242.28 Additional Driver: 0.00 Company Payments: 0.00 Under Age : 0.00 Delivery Charges : 0.00 Net Due From Company- 6,242.28 RPT Charges; 0.00 Other Charges : 0.00 TOLL ADMIN 17.28 Tax ID: 75-1165827 DUE UPON RECEIPT Company Number: 69556 CAPPS RENT -A -CAR, INC. Agreement Number: CRP-84145 8555 JOHN CARPENTER FWY CITY EMPLOYEE_, ANY DALLAS, TX 75247 Please Pay This Amount: 5,242.28 815 EXHIBIT 2 CRP HOURS M-F 730-6, SAT 9-1, SUN 10-2 Date: 8555 JOHN CARPENTER FRWY, Invoice Date: DALLAS, TX 75247 PH: 214-630-6555 CITY EMPLOYEE, ANY CITY OF DENTON - PARKS & REC (DB) Policy #: ATTN:ASHLEY WOODARD Claim #: 215 EAST MCKINNEY DENTON, TX 76201 Date Of Loss: RO Number: PO Number: Company Number: 69556 Agreement Number: VGI11CI0 ldurreber Vesicle 7'vne Vehicle Plate fate Rented 1680259 2016 CHEVROLET CHEVY 15 PA 15N4377 06/03/2016 12:00 PM 1 Week(s) @476.00 Rate Charge : Mi/Km Charge: Late Charge : Surcharge Charge: Fuel Charge : Damage Waiver: Personal Insurance Liability Insurance: Additional Driver: Under Age: Delivery Charges RPT Charges: Other Charges NTTA Tax ID: 75-1165827 CAPPS RENT -A -CAR, INC. 8555 JOHN CARPENTER FWY DALLAS, TX 75247 Rental Period: 77 Day(s) STATEMENT OF CHARGES 08/24/2016 08/19/2016 p63 6F3 1 177083 CRP-84151 Date Returned 08/19/2016 12:00 PM Charged 77 Day(s) 5,225.00 Subtotal: 5,243.22 0.00 SALES TAX 0.00 0.00 0.00 0.00 0.00 0.00 Company Total: 6,243.22 0.00 Company Payments: 0.00 0.00 0.00 Net Due From Company: 6,243.22 0.00 0.00 18.22 DUE UPON RECEIPT Company Number: 69556 Agreement Number: CRP-84151 CITY EMPLOYEE, ANY Please Pay This Amount: 6,243.22 816 EXHIBIT 2 I ■ r CRP HOURS M-F 730-6, SAT 9-1, SUN 10-2 8555 JOHN CARPENTER FRWY. DALLAS, TX 75247 PH: 214-630-6555 CITY OF DENTON - PARKS & REC (DB) ATTN:ASHLEY WOODARD 215 EAST MCKINNEY DENTON, TX 76201 Company Number: 69556 Date: Invoice Date: CITY EMPLOYEE, ANY Policy #: Claim #: Date Of Loss: RO Number: PO Number: Agreement Number: 08/24/2016 08/19/2016 P6 ,-11`7��3 \q�) e im- 177083 CRP-84154 Vehicle Number Vehicle Type Vehicle. Plate gatc: Renae f Data ReturnU 1680038 2016 CHEVROLET CHEVY 15 PA GYG6728 06/03/2016 12:00 PM 08/19/2016 12:00 PM Rental Period: 77 Day(s) STATEMENT OF CHARGES 1 Week(s) @475.00 Rate Charge : Mi/Km Charge: Late Charge : Surcharge Charge Fuel Charge: Damage Waiver: Personal Insurance: Liability Insurance: Additional Driver: Under Age : Delivery Charges RPT Charges: Other Charges ADMIN FEE Tax ID: 75-1165827 CAPPS RENT -A -CAR, INC. 8555 JOHN CARPENTER FWY DALLAS, TX 75247 5,225.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0,00 0.00 0.00 27.53 Subtotal : SALES TAX Company Total: Company Payments: Net Due From Company: DUE UPON RECEIPT Company Number: Agreement Number: CITY EMPLOYEE, ANY Please Pay This Amount: Charged 77 Day(s) 5,262.63 5,252.53 0.00 69556 CRP-84154 5,252.53 817 EXHIBIT 2 CRP HOURS M-F 730-6, SAT 9-1, SUN 10-2 Date: 08/24/2016 8555 JOHN CARPENTER FRWY. Invoice Date: 08/19/2016 DALLAS, TX PH: 214 30 65557 CITY EMPLOYEE, ANY ` 6 Ill 6S,3 bv C CITY OF DENTON - PARKS & REC (DB) Policy #: ATTKASHLEY WOODARD 215 EAST MCKINNEY Claim #: 2 c� DENTON, TX 76201 Date Of Loss: RO Number: PO Number: 177083 Company Number: 69556 Agreement Number: CRP-84161 Me 'cle i umber Vehicle Tyne ie i le leDate �engd PaIQ :dRsrE 1680375 2016 CHEVROLET CHEVY 15 PA HJH1696 06/03/2016 12:00 PM 08/19/2016 12:00 PM Rental Period: 77 Day(s) STATEMENT OF CHARGES 1 Week(s) @475.00 Charged 77 Day(s) Rate Charge: 5,225.00 Subtotal : 5,235.94 Mi/Km Charge: 0.00 SALES TAX Late Charge: 0.00 Surcharge Charge 0.00 Fuel Charge : 0.00 Damage Waiver: 0.00 Personal Insurance: 0.00 Liability Insurance : 0.00 Company Total: 5,235.94 Additional Driver: 0.00 Company Payments: 0.00 Under Age: 0.00 Delivery Charges: 0.00 Net Due From Company: 5,235.94 RPT Charges: 0.00 Other Charges: 0.00 ADMIN 10.94 Tax ID: 75-1165827 DUE UPON RECEIPT Company Number: 69556 CAPPS RENT -A -CAR, INC. Agreement Number: CRP-84161 8555 JOHN CARPENTER FWY DALLAS, TX 75247 CITY EMPLOYEE, ANY Please Pay This Amount: 5,235.94 818 EXHIBIT 3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING AN ADDITIONAL COST FOR THE RENTAL OF VANS FOR THE CITY OF DENTON PARKS AND RECREATION DEPARTMENT SUMMER CAMP AND SUMMER FOOD PROGRAMS WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 6167-AWARDED TO CAPPS VAN AND TRUCK RENTAL IN THE ADDITIONAL AMOUNT OF $17,703.96 FOR A TOTAL NOT -TO -EXCEED AMOUNT OF $66,653.96). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NT TMRF.R VFNT)C)R A MC)l TNT 6167 Capps Van and Truck Rental $66,653.96 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding 819 EXHIBIT 3 exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6167 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY R-W APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY I= 820 EXHIBIT 3 821 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1271, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Howard Martin Date: November 8, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton finding that a public use and necessity exists to acquire easement interests to a 1.253 acre tract of land situated in the J.S Collard Survey, Abstract No. 297, City of Denton, Denton County, Texas, and of the Real Property Records of Denton County, Texas ("Property Interests"), for the public use of, expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures; authorizing the City Manager, acting City Manager, or his designee, to make initial and final offers to execute an easment, between the City of Denton, Texas ("City"), as grantee, and Pensco Trust Company Custodian FBO Randall D. Smith Roth IRA, Bonnie Brae Malone County, Inc., Trustee of the COTI Property Trust, and Edward F. Wolski (Collectively "Owner"), as grantor, to acquire Property Interests for the total purchase price of $166,859.00, and other consideration; authorizing the filing of eminent domain proceedings to acquire the Property Interests if the final offer is not accepted; authorizing the expenditure of funds; and providing an effective date. [North Lakes to Denton North TM Line] BACKGROUND Denton Municipal Electric (DME) Capital Improvement Plan includes a project to reconstruct its electric transmission system. DME has identified several projects that are critical to maintaining reliability and allowing Denton to continue to grow. Reconstruction of approximately 1 mile of existing 69kV transmission line from North Lakes Substation to Denton North Interchange is needed to provide the capacity needed to meet the requirements of contingency planning criteria. OPTIONS Approve the ordinance. Do not approve the ordinance. RECOMMENDATION DME recommends approving adoption of the ordinance. The line will be reconstructed as 138kV. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Public Utility Board recommended approval of the transmission route November 9, 2015. The route was presented and approved by the City Council December 8, 2015. STRATEGIC PLAN RELATIONSHIP City of Denton Page 1 of 2 Printed on 7/2/2021 powered by Legistar' 822 File #: ID 16-1271, Version: 1 The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1. Transmission Line Map 2. Easement Map 3. Ordinance 4. Proposed Electric Utility Easement - Wolski [North Lakes to Denton North TM Line] Respectfully submitted: Phil Williams General Manager Prepared by: Elizabeth Bell Denton Municipal Electric City of Denton Page 2 of 2 Printed on 7/2/2021 powered by Legistar' 823 Proposed/Existing Route F FFFCJKICIF)FHtOM V-824 EXHIBIT "A" ELECTRIC EASEMENT BEING a 1.253 acre tract of land situated in the J S. Collard Survey, Abstract No, 297 City of Denton. Denton County, Texas, and being part of a called 14.198 acre tract of land as described in Deeds to Bonnie Brae Malone County, Inc_ Trustee of the COTI Property Trust, a 50% undivided interest, recorded in Document No. 2005-50248, and corrected in Document No. 2016.6300 of the Official Records of Denton County, Texas (O.R,D.C.T,), to PenSco Trust Company, Custodian FBO Randall D. Smith Roth IRA (Account No. SM 148), a 25% undivided interest, recorded in Document No. 2003.OW47 (O.R.0,C T.), and to Edward F. Wolski, a 25% undivided interest, recorded in Document No 2015-70377 (0 R D.0 T ), and being more particularly described as follows: BEGINNING at the most Easterly corner of said 14.198 acre tract and located in the existing Southwesterly right-of- way line of U.S. Highway 77 (a variable width right-of-way), from which a 1/2 inch iron rod found bears North 47'06'14" East, a distance of 3.06 feet; THENCE South 10'45'55" West, along the most Easterly line of said 14,198 acre tract and the existing Southwesterly right-of-way line of said U S Highway 77, for a distance of 10,06 feet to a point for corner; THENCE North 89'25'33" West, departing the most Easterly line of said 14.198 acre tract and the existing Southwesterly right-of-way line of said U.S. Highway 77, for a distance of 1303.49 feet to a point for corner at the intersection with the common Westerly line of said 14,198 acre tract and the Easterly line of a called 22.537 acre tract of land as described in Deed to Brentwood Place Development, Ltd., and recorded in Document No. 2015-123929 (O.R.D.0 T.), from which a Railroad Spike found at the Southwest corner of said 14.198 acre tract bears South 00'04'27" West, a distance of 32.68 feet; THENCE North 00'04'27" East, along the common Westerly line of said 14.198 acre tract and the Easterly line of said 22,537 acre tract, for a distance of 42.50 feet to a point for corner, from which a 112 inch iron rod found at the most Northerly comer of said 14,198 acre tract bears North 00'04'27" East, a distance of 745.75 feet; THENCE South 89'25'32" East, departing said common line, for a distance of 1250,69 feet to a point for corner at the intersection with the Northeasterly line of said 14.198 acre tract and the existing Southwesterly right-of-way line of said U.S. Highway 77: THENCE South 58*45'03" East, along the common Northeasterly line of said 14.198 acre tract and the existing Southwesterly right-of-way line of said U.S. Highway 77, for a distance of 63.89 feet to the POINT OF BEGINNING, and containing 1,253 acres of land, more or less. N!2TE,- Beatings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone, NA083(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORE) via Real T-irrie Kinematic (RTK) survey metho(LT nistances represent surface values utilizing an average combination scale factor of 1.000147317 to scale from grid to surface. 0 F* Todd B. Turner, R P.L.S. No, 4859 4 . ...... STr Teague Nall & Perkins 4'. 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 '"M M TURNER 940-383-4177 4859 Date: August 8, 2016 17- 1 253 Acre Electric Easement — Bonnie Brae Malone County Tract Page lof4 825 JL 826 im 51 m 827 -A 9" 5, is .1 t 3 M To, id C) arm z A CD ro: CJ o > m C) iu M 0 w iz cco: M < ryl I i1 m m m Ic i� P IT, N 00'04'27" E 745,75' 2 "OPERTYUNE x z m m o -4 - — — — — — — — — — - I�� c6l) c() % MATCHUNIE — sp-Pau .2 o%ie . .0 m z 9 0 a 0 9 Um 0 or) —z c z m 4w 6 >00 co r, � 0 o;; x m �D, , o b a e)z"O"- o .Lq0 F) > 0w 0 co .2 j; 0 z 2, m o P0 m 0 c �, co*z C 6 828 S:ALegal\Our Documents\Real EstateADMEV'FL - North Lakes - 380 north\North Lakes to Denton North 'I'M Line Ordinance - ED Authorization for Wolski - Revised.doex ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE EASEMENT INTERESTS TO A 1.253 ACRE TRACT OF LAND SITUATED IN THE J.S. COLLARD SURVEY, ABSTRACT NO. 297, CITY OF DENTON, DENTON COUNTY, TEXAS, AND OF THE REAL PROPERTY RECORDS OF DENTON COUNTY, TEXAS ("PROPERTY INTERESTS"), FOR THE PUBLIC USE OF, EXPANSION, CONSTRUCTION, MAINTENANCE, AND OPERATION OF AN ELECTRIC TRANSMISSION LINE, ANCILLARY FACILITIES AND STRUCTURES; AUTHORIZING THE CITY MANAGER, ACTING CITY MANAGER, OR HIS DESIGNEE, TO MAKE INITIAL AND FINAL OFFERS TO EXECUTE AN EASEMENT, BETWEEN THE CITY OF DENTON, TEXAS ("CITY"), AS GRANTEE, AND PENSCO TRUST COMPANY CUSTODIAN FBO RANDALL D. SMITH ROTH IRA, BONNIE BRAE MALONE COUNTY, INC., TRUSTEE OF THE COTI PROPERTY TRUST, AND EDWARD F. WOLSKI (COLLECTIVELY "OWNER"), AS GRANTOR, TO ACQUIRE THE PROPERTY INTERESTS FOR THE TOTAL PURCHASE PRICE OF $166,859.00, AND OTHER CONSIDERATION; AUTHORIZING THE FILING OF EMINENT DOMAIN PROCEEDINGS TO ACQUIRE THE PROPERTY INTERESTS IF THE FINAL OFFER IS NOT ACCEPTED; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. [NORTH LAKES TO DENTON NORTH TM LINE] WHEREAS, the City Council of the City of Denton ("City Council") after consideration of this matter, has determined that a public use and necessity exists for, and that the public welfare and convenience requires, the acquisition of the Property Interests by the City of Denton, Texas ("City"). The City Council finds that the acquisition of the Property Interests is a valid public use necessary for the expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures, approved by ordinance of the City Council on December 8, 2015; WHEREAS, the City is required to make an initial offer as defined by, and in compliance with, Texas Property Code §21.0111 ("Initial Offer"), and a bona fide offer, as defined by, and in compliance with, Texas Property Code §21.0113 ("Final Offer") to acquire the Property Interests for public use, voluntarily, from the owner(s) before beginning the acquisition of the Property Interests by eminent domain; and WHEREAS, the City Council deems it necessary to authorize the City Attorney to initiate condemnation proceedings in order to acquire the Property Interests if an agreement cannot be reached with the owner(s) for the purchase of the Property Interests; NOW, THEREFORE, 829 THE COUNCIL OF THE CITY OF DENTON ORDAINS: Section I. The City Council ratifies, confirms and adopts the finding and recitals contained in the preamble to this Ordinance and further finds that the recitals made in the Preamble of this Ordinance are true and correct, and incorporates such recitals into the body of this Ordinance as if copied in their entirety. Section II. For the reasons and purposes set forth above, the City Council authorizes acquisition of easement interests to the real property more particularly described in the attached Exhibits "A" and "B", together with all necessary appurtenances, additions and improvements on, over, under, and through the same real property and including a waiver of surface use to the mineral estate (all being referred to in this Ordinance as "Property Interests"). Section III. The City Council approves and authorizes the use of eminent domain to acquire the Property Interests for the expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures, approved by ordinance of the City Council on December 8, 2015. Section IV. The City Council authorizes the City Manager, or his designee, to negotiate for and to acquire the Property Interests from the owner(s) for the City, and to acquire the Property Interests in compliance with State and any other applicable law. Specifically, the City Manager, or his designee, in accordance with State and any other applicable law, is directed and authorized to (a) make an Initial Offer to the owner(s) of the Property Interests in the amount of $166,859.00 as just compensation for the Property Interests, with said amount being based on an amount determined by an independent fee appraisal obtained by the City; (b) if the Initial Offer is not accepted, make a Final Offer to the owner(s) of the Property Interests in the amount of $166,859.00 as just compensation for the Property Interests; and, (c) if the Final Offer is not accepted, to direct the City Attorney, or her designee, to file, or cause to be filed, against the owner(s) and interested parties of the Property Interests, proceedings in eminent domain to acquire the Property Interests. Section V. The City Council approves and authorizes, without further authorization from City Council, (a) the City Attorney, or her designee, to take any and all actions required to retain additional counsel to prosecute the proceedings in eminent domain to acquire the Property Interests; and (b) the payment, after approval by the City Attorney, or her designee, of all the attorney fees and costs associated with the prosecution of the proceedings in eminent domain to acquire the Property Interests. Section VI. The City Council approves and authorizes, without further authorization from City Council, the payment, after approval by the City Attorney, of all the costs associated with the acquisition of the Property Interests, including but not limited to the costs of purchases or, if necessary, eminent domain proceedings, relocation assistance expenses, appraisal fees, title policies/services, recording fees, court costs and expert witness fees. 830 Section VII. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. Section VIII. This Ordinance shall become effective immediately upon its passage. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY C APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 831 EXHIBIT "A" ELECTRIC EASEMENT BEING a 1.253 acre tract of land situated in the J S. Collard Survey, Abstract No, 297 City of Denton. Denton County, Texas, and being part of a called 14.198 acre tract of land as described in Deeds to Bonnie Brae Malone County, Inc_ Trustee of the COTI Property Trust, a 50% undivided interest, recorded in Document No. 2005-50248, and corrected in Document No. 2016.6300 of the Official Records of Denton County, Texas (O.R,D.C.T,), to PenSco Trust Company, Custodian FBO Randall D. Smith Roth IRA (Account No. SM 148), a 25% undivided interest, recorded in Document No. 2003.OW47 (O.R.0,C T.), and to Edward F. Wolski, a 25% undivided interest, recorded in Document No 2015-70377 (0 R D.0 T ), and being more particularly described as follows: BEGINNING at the most Easterly corner of said 14.198 acre tract and located in the existing Southwesterly right-of- way line of U.S. Highway 77 (a variable width right-of-way), from which a 1/2 inch iron rod found bears North 47'06'14" East, a distance of 3.06 feet; THENCE South 10'45'55" West, along the most Easterly line of said 14,198 acre tract and the existing Southwesterly right-of-way line of said U S Highway 77, for a distance of 10,06 feet to a point for corner; THENCE North 89'25'33" West, departing the most Easterly line of said 14.198 acre tract and the existing Southwesterly right-of-way line of said U.S. Highway 77, for a distance of 1303.49 feet to a point for corner at the intersection with the common Westerly line of said 14,198 acre tract and the Easterly line of a called 22.537 acre tract of land as described in Deed to Brentwood Place Development, Ltd., and recorded in Document No. 2015-123929 (O.R.D.0 T.), from which a Railroad Spike found at the Southwest corner of said 14.198 acre tract bears South 00'04'27" West, a distance of 32.68 feet; THENCE North 00'04'27" East, along the common Westerly line of said 14.198 acre tract and the Easterly line of said 22,537 acre tract, for a distance of 42.50 feet to a point for corner, from which a 112 inch iron rod found at the most Northerly comer of said 14,198 acre tract bears North 00'04'27" East, a distance of 745.75 feet; THENCE South 89'25'32" East, departing said common line, for a distance of 1250,69 feet to a point for corner at the intersection with the Northeasterly line of said 14.198 acre tract and the existing Southwesterly right-of-way line of said U.S. Highway 77: THENCE South 58*45'03" East, along the common Northeasterly line of said 14.198 acre tract and the existing Southwesterly right-of-way line of said U.S. Highway 77, for a distance of 63.89 feet to the POINT OF BEGINNING, and containing 1,253 acres of land, more or less. N!2TE,- Beatings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone, NA083(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORE) via Real T-irrie Kinematic (RTK) survey metho(LT nistances represent surface values utilizing an average combination scale factor of 1.000147317 to scale from grid to surface. 0 F* Todd B. Turner, R P.L.S. No, 4859 4 . ...... STr Teague Nall & Perkins 4'. 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 '"M M TURNER 940-383-4177 4859 Date: August 8, 2016 17- 1 253 Acre Electric Easement — Bonnie Brae Malone County Tract Page lof4 832 JL 833 im 51 m 834 -A 9" 5, is .1 t 3 M To, id C) arm z A CD ro: CJ o > m C) iu M 0 w iz cco: M < ryl I i1 m m m Ic i� P IT, N 00'04'27" E 745,75' 2 "OPERTYUNE x z m m o -4 - — — — — — — — — — - I�� c6l) c() % MATCHUNIE — sp-Pau .2 o%ie . .0 m z 9 0 a 0 9 Um 0 or) —z c z m 4w 6 >00 co r, � 0 o;; x m �D, , o b a e)z"O"- o .Lq0 F) > 0w 0 co .2 j; 0 z 2, m o P0 m 0 c �, co*z C 6 835 ATTACHMENT I TO EASEMENT PURCHASE AGREEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE 11' IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY EASEMENT THE , STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: 'ITIAT, I)ensco Trust Company Custodian 1`130 Randall D. Smith Roth IRA, Bonnic Brae Nlalone County, Inc., Trustee of the COTI Property Trust, and Edward F. Wolski (collectively the "GRANTOR"), for and in consideration oil' Ten Dollars ($10.00), and other good and valuable consideration, to GRANTOR in hand paid by the CITY 01"DENTON, aTexas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 (*'GRANTEE") has granted, sold, and conveyed and by these presents does grant, sell and convey Unto the GRANTEE perpetual, exclusive and unobstructed easements and rights of way (collectively, the "EASEMENT-) for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and/or above ground electric transmission and electric distribution power and/or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient or desirable appurtenances, attachments and supporting structures., including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively referred to herein as the "I'AC11,1TIES"), in, on, over, under and across that certain real property situated in Denton County, Texas, being approximately 1.253 acres and being more particularly described in Exhibit "A" and illustrated in Exhibit "B"attached hereto and incorporated into this document by reference (the "EASEMENT PROPERTY"). GRANTEE shall have the right of ingress, egress and regress in, on, over, under and across the 836 EASEMENT PROPERTY fin• the purposes of and right to Construct, maintain, operate, improve, reconstruct, increase or reduce the size and capacity, repair, relocate, inspect, patrol, maintain, remove or replace such FACILITIES within the EASEMENT PROPERTY as GRANTEE may fr . orn time to time find necessary, convenient or desirable, along with all rights necessary or convenient for full use and enjoyment of the above grant, including access over, across and upon the EASEMENT PROPERTY. GRANTEE shall have the right to trim or remove trees or shrubbery within said E1ASEMl-NT PROPERTY, to the extent, in the sole judgment of GRANTEE,, necessary or desirable to prevent possible interference with the efficiency, safety andlor convenient operation of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. GRANTOR shall not make changes in grade, elevation or contour of the EASEMENT PROPERTY or impound water within, over and/or across the EASEMENT PROPERTY without prior written consent of GRAN'ri:I . GRANTORI, for itself, its successors and assigns, SL1hjCCt 10 the terms herein, expressly reserves the right to occupy and use the F"ASEMENT PROPERTY for all other purposes that will not interfere with the GRANTEE's full enjoyment of the EASEMENT and/or the exercise of'GRANTEE's rights hereunder. GRANTOR acknowledges the EASEMENT granted herein is exclusive, so as to exclude all other utility providers or any other party's use of the EASEMENT PROPERTY; provided, however, the EASEMENT is nonexclusive as to GRANTOR'S right to use the EASEMENT PROPERTY in accordance with the terms hereof. Upon written consent of GRANTEE', Such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE tinder separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, tinder, and across the EIASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion 2 837 of GRANTEE. GRANI"'E, at GRANTE'E's sole cost and expense, shall have the right to trim or remove trees as provided herein, together with the right to install gates in existing fences within such EASEMENT PROPERTY. GRANTOR represents and warrants to GRANTEJ'�' that as of the execution date hereof, no buildings, structures, signs, obstructions or other facilities or improvements of' any kind ("UNPE'RMlTTl-`D STRUCTURES") exist on the EASEMENT PROPERTY. GRANTOR shall not construct, and GRANITE shall have the right to prevent the construction of, UNPERMITTED STRUCTURES on the EASEMENT PROPERTY and if any UNPE'RMITTE'D sTRUCTUR'ES are hereafter constructed or permitted by GRANTOR to exist within the EASEMENT PROPERTY without prior written consent ofGRANTl-'E, then GRANT1111� shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the reasonable actual Costs Of'such removal. The EASEMENT shall constitute a covenant running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and their respective successors and assigns. TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns, forever, and GRANTOR hereby warrants and forever agrees to defend the above described E'ASI"WENTunto GRANTE'E', its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part hereof, by, through, or under GRANTOR, and not otherwise. WITNESS Tj-lE EXECUTION FIF'RE01"on the --- day of 2016, GRANTOR: PI NSCO TRUST COMPANY CUSTODIAN FBO RANDALL 1). SMITH ROTH IRA 3 838 By: Name: Title: BONNIE BRAE MALONE COUNTY, INC., TRUSTEE OF THE COTI PROPERTY TRUST By: Randy Smith, President By: Edward Wolski, Director By: Edward F. Wolski, Individually THE STATE'0E--1- § COUNTY § This instrument was acknowledged before me on the — day ot'___, 2016, by - as of Pensco Trust Company Custodian F130 Randall D. Smith Roth IRA, and acknowledged to me that his/her signature is the act of the said company and that lie/she executed the same on behalf of the said company and in the capacity therein stated. Notary Public, State of - My commission expires: 'I'll E STATE OF § COUNTY § This instrument was acknowledged before me on the dayv of 2016, by Randy Smith as President of Bonnie Brae Malone Counti.11-i—ne., 'Trustee o—f the COTI Property Trust, and acknowledged to me that his signature is the act of the said corporation and that he executed the same on behalf ofthe said corporation and in the capacity therein stated. Notary Public, State of My commission expires: 2 839 Tl 117 STATI, 0 1' COUNTY This instrument was acknowledged before me on the day of 2016, by Edward Wolski, individually, and as Director ofBonnieBrae '—Malone County, Inc., Trustee of the COTI Property Trust, and acknowledged to me that his signature is the act of the said corporation and that he executed the same on behalf'of the said corporation and in the capacity therein stated, Notary Public, State of My commission expires: AFTER RECORDING RETURN 'TO: City of Denton -- Engineering Department Real Estate and Capital Support 901 -A Texas Street, 2'd Floor Denton, Texas 76209 Attn: Paul Williamson 840 EXHIBIT "A" ELECTRIC EASEMENT BEING a 1.253 acre tract of land situated in the J S. Collard Survey, Abstract No. 297 City of Denton, Denton County. Texas, and being part of a called 14.198 acre tract of land as described in Deeds to Bonnie Brae Malone County, Inc., Trustee of the COTI Property Trust, a 50% undivided interest, recorded in Document No, 2005-50248, and corrected in Document No. 2016.6300 of the Official Records of Denton County, Texas (O.R.D.C. T.), to Pensco Trust Company, Custodian FBO Randall D. Smith Roth IRA (Account No. SM 148), a 25% undivided interest, recorded in Document No. 2003.OW47 (O.R.D.0 T.), and to Edward F. Wolski, a 25% undivided interest, recorded in Document No 2015-70377 (0 R D.0 T), and being more particularly described as follows. BEGINNING at the most Easterly corner of said 14.198 acre tract and located in the existing Southwesterly right-of- way line of U.S. Highway 77 (a variable width right-of-way), frorn which a 1f2 inch iron rod found bears North 47°06'14" East, a distance of 3.06 feet; THENCE South 10'45'55" West, along the most Easterly line of said 14,198 acre tract and the existing Southwesterly right-of-way line of said U S Highway 77, for a distance of 10.06 feet to a point for corner; THENCE North 89°25'33" West, departing the most Easterly line of said 14.198 acre tract and the existing Southwesterly right-of-way line of said U.S. Highway 77, for a distance of 1303.49 feet to a point for corner at the intersection with the common Westerly line of said 14,198 acre tract and the Easterly line of a called 22.537 acre tract of land as described in Deed to Brentwood Place Development, Ltd., and recorded in Document No. 2015-123929 (O.R.D.0 T.), from which a Railroad Spike found at the Southwest corner of said 14.198 acre tract bears South 00°04'27" West, a distance of 32.68 feet; THENCE North 00`04'27" East, along the common Westerly line of said 14.198 acre tract and the Easterly line of said 22.537 acre tract, for a distance of 42.50 feet to a point for corner, from which a 1i2 inch iron rod found at the most Northerly corner of said 14.198 acre tract bears North 00°04'27" East, a distance of 745.75 feet; THENCE South 89"25'32" East, departing said common line, for a distance of 1250.69 feet to a point for corner at the intersection with the Northeasterly line of said 14.198 acre tract and the existing Southwesterly right-of-way line of said U.S. Highway 77: THENCE South 58°45'03" East, along the common Northeasterly line of said 14,198 acre tract and the existing Southwesterly right-of-way line of said U.S. Highway 77, for a distance of 63.89 feet to the POINT OF BEGINNING, and containing 1,253 acres of land, mare or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone, NAD83(201 f) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combination scale factor of 1.000147317 to scale from grid to surface. OF Todd 8, Tumer, R P.L.S. No. 4859 Teague Nall & Perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 TWO a WINER 940-383-4177 �a 4854 Date: August 8,2016 lvof€Ns.or';aQ 1.253 Acre Electric Easement — Bonnie Brad Malone County Tract Page 1 of 4 841 MATCHLINE — SEE SH. 3 OF 4 o Do ZM 000 00 0 0 oz or oz z c D >Do P -t� '. ; " 0 mm-01 IP 0 D 1(D 0 Z U a. Gt 0 Fn Av m @ 0 > rn m :E -Z( >1 o 4 Z> A Le z A o 0. C) Z M M OC, C, A C) 00 r p I > yi 00 10 wcz co tr ;=4f o I tit m rm m m Z 0 m CA) m co C.) CIO rn z m Ul b b Co om , i� zz' 44P 0 1 o -t A m 4jr co 4V G) Z C) g, m m w 0, m m z j5 m 0 z ,n m Q 0 842 }� m 843 Jr c a� SCC�c.,o r ma b v •-1 Cs� C Z O QmoK . a C pin A? 0 v M C7 � M o m m za ■i �C� N rnr�r�nW z8-1 1 m zm� A � }}}m Nd v 5-0 11 r co w IJ th IV m N Ul 0 to O mX azarr-nz A 0 ^ 0 to ni�T vz O morn �. m N 00°04'27" E 745.75' 7:7- PROPERTY UNE C p n �d r�mm N m11 ° m wmm n � C, �p M .� AC A T S m z N za aom w H m b A0 °iln�tn "`N°a� b )> z< p A+°fl>zm C n A p pOMOC o',w*x n� C7z u+w 0 844 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1410, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Howard Martin Date: November 8, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton finding that a public use and necessity exists to acquire fee interest 1.851 acre tract of land and easement interests to a 0.851 acre tract of land and a 0.086 tract of land situated in the B.B.B.&C. R.R. Survey, Abstract No. 186, City of Denton, Denton County, Texas, and of the Real Property Records of Denton County, Texas ("Property Interests"), for the public use of, expansion, construction, maintenance, and operation of an electric transmission lines, ancillary facilities and structures, including drainage and access; authorizing the City Manager, acting City Manager, or his designee, to make initial and final offers to execute an easement, between the City of Denton, Texas ("City"), as grantee, and J.F.S. 1992 Irrevocable Trust ("Owner"), as grantor, to acquire the Property Interests for the total purchase price of $81,230.00, and other consideration; authorizing the filing of eminent domain proceedings to acquire the Property Interests if the final offer is not accepted; authorizing the expenditure of funds; and providing an effective date. [North Lakes to Denton North TM Line] BACKGROUND Denton Municipal Electric (DME) Capital Improvement Plan includes a project to reconstruct its electric transmission system. DME has identified several projects that are critical to maintaining reliability and allowing Denton to continue to grow. Reconstruction of approximately 1 mile of existing 69kV transmission line from North Lakes Substation to Denton North Interchange is needed to provide the capacity needed to meet the requirements of contingency planning criteria. The line will be reconstructed as 138kV. OPTIONS Approve the ordinance. Do not approve the ordinance and provide staff with further direction. RECOMMENDATION DME recommends approving adoption of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Public Utility Board recommended approval of the transmission route November 9, 2015. The route was presented and approved by the City Council December 8, 2015. STRATEGIC PLAN RELATIONSHIP City of Denton Page 1 of 2 Printed on 7/2/2021 powered by Legistar' 845 File #: ID 16-1410, Version: 1 The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1. Transmission Line Map 2. Fee and Easement Maps 3. Ordinance 4. Proposed ROW Deed - McKamy [North Lakes to Denton North TM Line] 5. Proposed Electric Utility Easement - McKamy [North Lakes to Denton North TM Line] 6. Proposed Utility and Drainage Easement - McKamy [North Lakes to Denton North TM Line] Respectfully submitted: Phil Williams General Manager Prepared by: Elizabeth Bell Denton Municipal Electric City of Denton Page 2 of 2 Printed on 7/2/2021 powered by Legistar' 846 Proposed/Existing Route F FFFCJKICIF)FHtOM V-847 EXHIBIT "A" RIGHT-OF-WAY FEE TRACT McKamy Development Tract BEING a 1.851 acre tract of land situated in the B.B.B. & C. R.R. Company Survey, Abstract No. 186, City of Denton, Denton County, Texas, and being a part of a called 59.166 acre tract of land described in a Deed to McKamy Development Company, Ltd., as recorded in Volume 5013, Page 1136 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 112 inch iron rod with cap stamped "CBG Surveying" found for the Northwest corner of the above cited 59.166 acre tract, said point also being the Northeast corner of Northpointe Phase IV B Addition per the Final Plat recorded in Document No. 2015-25 of the Plat Records of Denton County, Texas, and located in the South line of a called 45.71 acre tract of land described in a Deed to North Locust Properties, LLC, as recorded in Document No. 2009-80381 of the Official Records of Denton County, Texas; THENCE South 89.52'58" East along the North line of said 59.166 acre tract and the South line of said 45.71 acre tract, passing a 112 inch iron rod with cap stamped "JS Cole 541 V found for the Southwest corner of Lot B, Block C of La Hacienda Heights, Phase 1, per the Final Plat recorded in Cabinet W, Page 666 of the Plat Records of Denton County, Texas at a distance of 713.62 feet, and continuing along the North line of said 59.166 acre tract and the South line of said Lot B, passing a 1/2 inch square pipe found at a distance of 763.26 feet, and continuing along the North line of said 59.166 acre tract and the South line of said Lot B, for a total distance of 7G3.G3 feet to a point for the £outh000t cornor of caid Lot B and the Southwest corner of a callad 9 77 acre tract of land described in a Deed to Texas Municipal Power Agency, as recorded in Volume 1116, Page 423 of the Deed Records of Denton County, Texas; THENCE South 89°40'42" East continuing along the North line of said 59.166 acre tract, and along the South line of said 2,77 acre tract, for a distance of 449.93 feet to a 1/2 inch iron rod found for the Southeast corner of said 2.77 acre tract and the Southwest corner of a called 3.375 acre tract of land described in a Deed to the City of Denton, as recorded in Volume 732, Page 972 of the Deed Records of Denton County, Texas; THENCE South 89.46'14" East continuing along the North line of said 59.166 acre tract, and along the South line of said 3,375 acre tract, for a distance of 300.86 feet to a 112 inch iron rod found for the Northeast corner of said 59.166 acre tract, and being in the West line of North Locust Street (FM 2164), a called 90' wide right-of-way, said point also being the Southeast corner of said 3.375 acre tract; THENCE South 00°21'29" West along the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 49.53 feet to a point for corner; THENCE South 89.57'20" West departing the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 1514,59 feet to a point for corner in the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition; THENCE North 00°30'24" East along the West line of said 59,166 acre tract and the East line of said Northpointe Phase IV B Addition, for a distance of 56.00 feet to the POINT OF BEGINNING, and containing 1.851 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NA083 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (COBS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combined scale factor of 1.000147317 to scale from grid to rface. Todd B. Turner, R.P.L.S. No. 4859 t �'• ��F` Teague Nall & Perkins �6 \ S T f p a 9 A. 1517 Centre Place Drive, Suite 320 YR . Denton, Texas 76205 ••'•••••••••••••••''•••'.. 940-383-4177 •'V•TODD .�.TUR..... � Date: October 18, 2016 �.0 4859 - 9%OPcS s\D'*C) NQ•,SU 04 Page 1 of 4 DME13222 — McKamy Development Co. ROW Fee Tract 848 ooCD MATCH LINE �jIF mO O m r' °o 00 Vv b i v N o N� m SEE SHEET 3 OF 4 ° C J v a .'. mi y� mo w��o , o m ��1� a Oo (/! 4I XD v O �Jv �/� 4 V7 "'"+� ° I Cn y u tD o m g o y° rn cD > /� I tD < h C ° oWn O © X C 00z mn °o Q #=ne fl �o �ticnoQ nn�n `I I co � $ a � � 'CJ � m v o o: °� �° � o I N :7s .. � � -1 G7 D �o--o--o• oyoN;u C? C] nn N< J. [ N ° �' pj N 7 •ate J� m z o' CD CD CD CD 0 r B� °�3y a .Z7f mr tr i�m 11 c�00 I-- k 7 CD Cn 9 � CAT a h o Q r�W!as <�hi y J n�0)Z p� � �% T p tJ w o ST cn m �G)Dz Fn NNZ c:y �W� y•:o*, v ~o� I coo W.-Vamm am �: o� o pr-� o� I �Wo Q7 W R1 m p co i nmm $h� I 0-o°m W { W z hA :{G�Z N < 0 �h Oil S?o o O N O n g �_ I O Z 0 z D a 70 no m aM GATE zoo "1 0 � o -<-� n D � = i CUP o � � A —} NORTH LOCUST STREET (F.M. 2164) i o (CALLED 90' RIGHT-OF-WM) mz m-, o z p m m rn •A 1 � ��$m m Z Z C7 a 2 m 849 y Q C y J 5 5 y rt v7 °oF�Ao b 1 W o^ o M P^ r a m Ci�z a y c y N, y N W n a o N j r 0 m �W ncom w W z N �QOG) O n Cn m�oa n °";m=X z°0 M = m OT O zz C� a 0 Qi m m w O m $o$$ cs z a 0 0 y Orj 2 C � m y y O O m O to x aa O O O = z m o � m � O n 2 m 0 co cn c D m-4 ��+o mzz �z 0)m MATCH LINE E SHEET 2 OF 4 z Q Op ;Q p . --1 m� N r nnFT�onn VV Sy�T+ O (�17y O ; 1L1�b l it m � �D m q z MATCH LINE SEE SHEET 4 OF 4 850 2 Q b CONC. CURB m$ nif H °atiW Nwm Qy y m o EXISTING 8' U.E. n zou o° C io zcn z = O n w , ooW r I poi oom m p m I I I or Q 0 w�D Ifl p� �I' Y,� z Ozm-n °v wn�o� 0�z-i 'Un0 co 0{O--o I vm Dom 0 0p0z ~O 'U--.��II I OpZ{ � F. � o ° z D mi y -1 Nm n y �Co ( (�ow0 y w� wFvA$ Mw N nod y -� n�mOl I -i�DZ o��'w g �> 'Sol " mm o a 3 m +� `0 n(Iz Lh m `' y l I I I o >C a �e �� om I �C V7 a W ( o f m'o° b �, F ti Q 4 ? Y o av s �NS.TG - SS n n� ° Spa tD g� °o Cc) ^n g A yw _q' o�� C o s O� z C)" N: Z'� zaC M a w w y w a N D• "i N N - N N M a � b b A 0 O -aw < ��O to ozMN cn ��:� C)C pn I p no O cn : m : �+ �p y ccpb o •Ai ��,��i I'L% i r� mr Q �7 m C� dE :9cna0 �m ( jGw'cmi'm 0 � :•S �w�3 �� � � �c=� to t---. P 0 O a, y I A CIO @ r -+ a O PPO O�Wf m 3 I u I V 00 0 0 J m � N 0�� m v I Off, N O m . oo O m z D o °cmn Imfl = x a P /»>CCCC o oC 0 � o o� I o��c z-z "� CD �J p, 0> ' � G ��� n '�" wm z A yny �ry�jv �J o _ Cam m rnZz ti N c _ -�--, MATCH LINE p rn m SEE SHEET 3 OF 4 m ° � z a b O m Il �b�m m � m Z d O m A ffnn�+ tx`ii O � m 851 Exhibit "C" ELECTRIC EASEMENT McKamy Development Tract BEING a 0.851 acre tract of land situated in the B.B.B. & C. R.R. Company Survey, Abstract No, 186, City of Denton, Denton County, Texas, and being a part of a called 59.166 acre tract of land described in a Deed to McKamy Development Company, Ltd., as recorded in Volume 5013, Page 1136 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with cap stamped "CBG Surveying" found for the Northwest corner of the above cited 59.166 acre tract, said point also being the Northeast corner of Northpointe Phase IV B Addition per the Final Plat recorded in Document No. 2015-25 of the Plat Records of Denton County, Texas, and located in the South line of a called 45.71 acre tract of land described in a Deed to North Locust Properties, LLC, as recorded in Document No. 2009-80381 of the Official Records of Denton County, Texas; THENCE South 00"30'24" West, departing the South line of said 45.71 acre tract and along the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition, for a distance of 56.00 feet to the POINT OF BEGINNING; THENCE North 89°57'20" East, departing the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition, for a distance of 1514.59 feet to a point for corner in the East line of said 59.166 acre tract and the West line of North Locust Street (FM 2164), a called 90' wide right-of-way, from which a 112 inch iron rod found at the northeast corner of said 69.166 acre tract bears North 00°21'29" East, a distance of 49.53 feet; THENCE South 00°21'29" West, along the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 24.46 feet to a point for corner; THENCE South 89°57'15" West, departing the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 1514.66 feet to a point for corner in the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition; THENCE North 00°30'24" East, along the West line of said 59,166 acre tract and the East line of said Northpointe Phase IV B Addition, for a distance of 24.50 feet to the POINT OF BEGINNING, and containing 0.851 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (COBS) via Real Time Kinematic (RTK) survey methods, Distances represent surface values utilizing an average combined scale factor of 1.000147317 to scale from grid to surface. C4859 Todd . Turner, R.P. .S. No. 4859 e••T�`Teague Nall & Perkins�'FO~ 9�1517 Centre Place Drive, Suite 320 Denton, Texas 76205 ..........�..TURNER940-383-4177 ..............Date: September 1, 2016 9Cso0��fqR�Eo DME13222 — McKamy Development Co. Efec, Esmt. Page 1 of4 852 l f �S:-r r�, -N1 • � 00 ID son*v ono �WN�Z `i� MATCH LINE 4 y SEE SHEET 3 OF 4 Zj A�"o H ZtNZN v� (1 v $ aD y�yNo 000o E: �1 s� �m'bop5 a O O c Oa Z aro 2� NQQ'!D m 0 o �A Wo � o mw�9 O , QJ rn o o $ m o a 8 NrnCSm i- o c NE a 3 O am a`N O O m D� r •S �� g a m m bc�iP (TNN (/N p '1:U prmn WwQ cprnt1�� jp--y0 o� rt ylU a o '-• ° 4 °' a 2 0 W 100 01 Z Gs V� [T1 OO Z p rn N t- oo • g $pb c c pG% 'm m o�j ii� y I ICO OG)>O g m y^ m Om m:*�.zO1t�T1 n M S�k omm I O z x a � Z � m C D v CD °m ti k a 5 o- w II �th00!51 L� o3ao o �W�3 Z I n n a- LAMrt7 <i>C� tA�oimiZprm On Q V I S " ONOO { �••ST o oWi� a prn o m o Ii n� nm �. `•d io•9� A�� w m NmZ :m: O ,•S d }�M 0 R o V>" V I or o� m m� o W "�z m .e v Mz N 0O Q°o ■ ( ��-i -n.0� m So O�Eml- 0m C O L4 �arE Z 'v m om� L1 z t z F1es.�. �./ I CUP Z4c m I � ,> m •� NORTH LOCUST STREET (F.M. 2164) m -� -n+ o m (CALLED 90' R1GHT-OF-WA9 m z z Z o corn I m .A "gym °gym "'m 2 y N ro 0 o m o y m � o m A n m � o m b z m 853 N 01 cu 7 p16 O O N 5 N 4 c j N cx 3 a. o C omIQ 0 T � A�� •� °�� p^b n mj �A � v. ' N nV �. 3 ° `� m c ? z x 0 w� v �0 0, oz N cb i3 8� ° �El m o a I q 4 a a mx�o, tr-iw m a y ° s M W rn W �wm ={ 07 z M rNN N S7a 4 0 1�0 m O Z D n U OCO I< I C <z 0> H d O M C Z;o> r m o ��Z z z Z p N O N „_. _ �m it A r A r c r N r r m z (n z ( n EXISTING 8' U.E z 000W CD r .0 o.50 m oz N) � (0o y �n0 mgm� � m p bOZi O m tomoo- x -� .> a: w � m co m O !CJ T o $ m II �2 Y 0 p mm ro m m rn z m < a r° u br-m �v0 '0 0o OG7`�`-1 O C7 •� J r n p0 �► �% 0 p 0) fli es 00 o a N D z `� ca 0 mCD C, v !� o � O a o d ro a� a Q Q T co to y N N_ .A q) L3 c;qn 0 N."O *a z CI m 'YI ( 2 Z n on 2 A MATCH LINE SEE SHEET 3 OF 4 854 MATCH LINE F? N ti _ SEE SHEET 2 OF 4 a. °� f so° o oao� tr ag � �� 8y�•»N �� o�� .�I�i�1� I �� `kv v$ a 5 g I °� pzoui I bm �P�-+ y a m I�p ( Ora, v m-�c�cp�A� 3 $ C � w �m I n~ co m o°m m� o� cd4 z, p VU 83pg r'C ��^on 2 O d ' do n y I ° t'2E Q bC o0 w g w o p l p h cn 0� ly I Rq� o �vrQQ Fl pW t11 O n�rn-4 I mr O ° np m I m ODu) c, Q �' � R. I N A o moo z a) CD � m oCO � p w �Q0m n I 9° o r ON j I I mn� , o o�_, `.�, y D 000;mu I I <�c ,NO�z �co m ( F. z a rev �� O��(00 � � � � I y' wpm f D gm M m m z z I o r=n ` MATCH LINE SEE SHEET 4 OF 4 m I 0 � T X � n O rn IICi 2 O b C rn II �m N o N A m Y m m •mG •p4 z F m r 855 Exhibit "E" 15' PUBLIC UTILITY & DRAINAGE EASEMENT McKamy Development Tract BEING a 0.086 acre tract of land situated in the B.B.B. & C. R.R. Company Survey, Abstract No. 186, City of Denton, Denton County, Texas, and being a part of a called 59.166 acre tract of land described in a Deed to McKamy Development Company, Ltd., as recorded in Volume 5013, Page 1136 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for the Northeast corner of the above cited 59.166 acre tract and the Southeast corner of a called 3.375 acre tract of land described in a Deed to the City of Denton, as recorded in Volume 732, Page 972 of the Deed Records of Denton County, Texas, said point also being in the West line of North Locust Street (FM 2164), a called 90' wide right-of-way, from which a 112 inch iron rod found for the Southwest corner of said 3.375 acre tract bears North 89°46'14" West a distance of 300.85 feet; THENCE South 00°21'29" West along the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 49.53 feet to the POINT OF BEGINNING for the herein described easement; THENCE South 00°21'29" West continuing along the West line of said North Locust Street and the East line of said 59,166 acre tract, for a distance of 250.00 feet to a point for corner; THENCE South 89°57'20" West departing the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 15.00 feet to a point for corner; THENCE North 00°21'29" East for a distance of 250.00 feet to a point for corner; THENCE North 89°57'20" East for a distance of 15,00 feet to the POINT OF BEGINNING, and containing 0.086 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (COBS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combined scale factorof 1.000147317 to scale from grid to surface. �I Todd B. Turner,iR.P.L.S. No. 4859 T �E.•0• ...7 Teague Nall & Perkins �STCRfO y 1617 Centre Place Drive, Suite 320 i' :u' Denton, Texas 76205 a•'•••'••••a••••••••••••.. TODD S. TURNER 940-383-4177 ••Y wsua•+aaaaaasaassaso gaaa Date: September 13, 2016 %4 4859 •SURNF' o DME13222 — McKamy Development Co. 15' Public Utility & Drainage Esmt. o 856 TEXAS MUNICIPAL 4 1ONN-3 VQ)1@V 0MGnW1EC,7 POWER AGENCY�OD 2 CALLED 2.77 ACRES CITY OF DENTON VOL. 1116, PG. 423 VOL. 388, PG. 600 P.R.D.C.T. D.R.D,C.T. CITY OF DENTON l CALLED 3.375 ACRES E VOL, 732, PG. 972 GRAVEL DRrvE 3 IMAMSURVEYUNE D.R.D.C.T. N 89e46'14" W- 300.85' M , PROPOSED RIGHT-01-401 7 DEDICATION 9ARAWIRE FENCE 1/2' IRF (CM) (BY SEPARATE DOCUMENT) _ CENTERLINE OVERHEAD 40• METAL POLE T 40•METAL POLE ( 81' METAL PocF TRANSMISSION UNE • --OHE —---OHE— — — 0HE— E— --� —ONE— — —OHE— — —OHEIR G —OHE— — —OHE— — — OHE— — —OHE— — 38.1' I I PROPOSED ELECTRIC EASEMENT 39.6' (BY SEPARATE DOCUMENT) II_ EXISTING EXISTING 30' ELECTRIC ESMT 5' ELECTRIC ESMT. VOL. 518, PG. 109 VOL.PG.703 D.R.D.C.T. D.R.D.C.T. ao a oC)pQ� ��4 aOp q�3C LEGEND CALCULATED POINT 0 112 IRON ROD FOUND (UNLESS NOTED OTHERWISE) tcnl CONTROLLING MONUMENT GUYWIRE POWERPOLE ® ELECTRICUTILITY EASEMENT BOUNDARY LINE PROPERTYLINE EXISTING EASEMENT --OHE— — --OHE— — — OVERHEAD ELECTRIC /, •I• •r• EDGE OF ASPHALT 0 60 120 SCALE: 1" = 60' LINE TABLE LINE BEARING DISTANCE L1 S 89'57'20" W 15.00' L2 N 89-57'20" E 15.00' L3 N 00'21'29" E 49.53' NOTES fip 1. Beatings of lines shown hereon are referenced to Gtid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factorof 1.000147317 to scale from gdd to surface. 2. This Exhibit was prepared without the benefit of a current title commitment. Additional easements, rights -of -way and/or other matters of record may affect this tract that are not shown hereon. League nail & parkins *tnp-, Gems Ploce 7 as 320 DenAen, Tonec 76203940,383.4177 ph 940.383.8026 Fz 7.8.PA.5, Fh. No, 10011601 1 'NPOINT OF COMMENCING f0HE— — —OHE— — --OHE— L2 P INT OF BEGINNING O McKAMY DEVELOPMENT c COMPANY, LTD. NI N CALLED 59.166 ACRES W VOL. 5013, PG.1136 R.P.R.D.C.T. N oS Zy 15' PUBLIC UTILITY & DRAINAGE EASEMENT 0.066 ACRES L1 ?1 �p-•col sr�,pFFa- ............................. '••••e.•..Rri••.•. Exhibit "F" •'4859 • '`'• 151 PUBLIC UTILITY & `• . •' DRAINAGE EASEMENT BEING 0.086 ACRES OF LAND SITUATED IN THE B.B.B. & C. R.R. CO. SURVEY, ABSTRACT NO. 186 {. CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 2 OF 2 857 S:ALegal\Our Documents\Real EstateADMEM. - North Lakes - 380 north\North Lakes to Denton North TM Line Ordinance - ED Authorization for McKamy.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE FEE INTEREST TO A 1.851 ACRE TRACT OF LAND AND EASEMENT INTERESTS TO A 0.851 ACRE TRACT OF LAND AND A 0.086 TRACT OF LAND SITUATED IN THE B.B.B.&C. R.R. SURVEY, ABSTRACT NO. 186, CITY OF DENTON, DENTON COUNTY, TEXAS, AND OF THE REAL PROPERTY RECORDS OF DENTON COUNTY, TEXAS ("PROPERTY INTERESTS"), FOR THE PUBLIC USE OF, EXPANSION, CONSTRUCTION, MAINTENANCE, AND OPERATION OF AN ELECTRIC TRANSMISSION LINE, ANCILLARY FACILITIES AND STRUCTURES, INCLUDING DRAINAGE AND ACCESS; AUTHORIZING THE CITY MANAGER, ACTING CITY MANAGER, OR HIS DESIGNEE, TO MAKE INITIAL AND FINAL OFFERS TO EXECUTE AN EASEMENT, BETWEEN THE CITY OF DENTON, TEXAS ("CITY"), AS GRANTEE, AND J.F.S. 1992 IRREVOCABLE TRUST ( "OWNER"), AS GRANTOR, TO ACQUIRE THE PROPERTY INTERESTS FOR THE TOTAL PURCHASE PRICE OF $81,230.00, AND OTHER CONSIDERATION; AUTHORIZING THE FILING OF EMINENT DOMAIN PROCEEDINGS TO ACQUIRE THE PROPERTY INTERESTS IF THE FINAL OFFER IS NOT ACCEPTED; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. [NORTH LAKES TO DENTON NORTH TM LINE] WHEREAS, the City Council of the City of Denton ("City Council") after consideration of this matter, has determined that a public use and necessity exists for, and that the public welfare and convenience requires, the acquisition of the Property Interests by the City of Denton, Texas ("City"). The City Council finds that the acquisition of the Property Interests is a valid public use necessary for the expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures, including drainage and access, approved by ordinance of the City Council on December 8, 2015; WHEREAS, the City is required to make an initial offer as defined by, and in compliance with, Texas Property Code §21.0111 ("Initial Offer"), and a bona fide offer, as defined by, and in compliance with, Texas Property Code §21.0113 ("Final Offer") to acquire the Property Interests for public use, voluntarily, from the owner(s) before beginning the acquisition of the Property Interests by eminent domain; and WHEREAS, the City Council deems it necessary to authorize the City Attorney to initiate condemnation proceedings in order to acquire the Property Interests if an agreement cannot be reached with the owner(s) for the purchase of the Property Interests; NOW, THEREFORE, 858 THE COUNCIL OF THE CITY OF DENTON ORDAINS: Section I. The City Council ratifies, confirms and adopts the finding and recitals contained in the preamble to this Ordinance and further finds that the recitals made in the Preamble of this Ordinance are true and correct, and incorporates such recitals into the body of this Ordinance as if copied in their entirety. Section II. For the reasons and purposes set forth above, the City Council authorizes acquisition of fee interests to the real property more particularly described in the attached Exhibits "A" — "B", together with all necessary appurtenances, additions and improvements on, over, under, and through the same real property and including a waiver of surface use to the mineral estate (all, along with the easement interests considered in Section III, being referred to in this Ordinance as "Property Interests"). Section III. For the reasons and purposes set forth above, the City Council authorizes acquisition of easement interests to the real property more particularly described in the attached Exhibits "C" — "F", together with all necessary appurtenances, additions and improvements on, over, under, and through the same real property and including a waiver of surface use to the mineral estate (all, along with the fee interest considered in Section I1, being referred to in this Ordinance as "Property Interests"). Section IV. The City Council approves and authorizes the use of eminent domain to acquire the Property Interests for the expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures, including access and drainage, approved by ordinance of the City Council on December 8, 2015. Section V. The City Council authorizes the City Manager, or his designee, to negotiate for and to acquire the Property Interests from the Owner for the City, and to acquire the Property Interests in compliance with State and any other applicable law. Specifically, the City Manager, or his designee, in accordance with State and any other applicable law, is directed and authorized to (a) make an Initial Offer to the Owner of the Property Interests in the amount of $81,230.00 as just compensation for the Property Interests, with said amount being based on an amount determined by an independent fee appraisal obtained by the City; (b) if the Initial Offer is not accepted, make a Final Offer to the Owner of the Property Interests in the amount of $81,230.00 as just compensation for the Property Interests; and, (c) if the Final Offer is not accepted, to direct the City Attorney, or her designee, to file, or cause to be filed, against the Owner and interested parties of the Property Interests, proceedings in eminent domain to acquire the Property Interests. Section VI. The City Council approves and authorizes, without further authorization from City Council, (a) the City Attorney, or her designee, to take any and all actions required to retain additional counsel to prosecute the proceedings in eminent domain to acquire the Property Interests; and (b) the payment, after approval by the City Attorney, or her designee, of all the attorney fees and costs associated with the prosecution of the proceedings in eminent domain to acquire the Property Interests. 859 Section VII. The City Council approves and authorizes, without further authorization from City Council, the payment, after approval by the City Attorney, of all the costs associated with the acquisition of the Property Interests, including but not limited to the costs of purchases or, if necessary, eminent domain proceedings, relocation assistance expenses, appraisal fees, title policies/services, recording fees, court costs and expert witness fees. Section VIII. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. Section IX. This Ordinance shall become effective immediately upon its passage. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 860 EXHIBIT "A" RIGHT-OF-WAY FEE TRACT McKamy Development Tract BEING a 1.851 acre tract of land situated in the B.B.B. & C. R.R. Company Survey, Abstract No. 186, City of Denton, Denton County, Texas, and being a part of a called 59.166 acre tract of land described in a Deed to McKamy Development Company, Ltd., as recorded in Volume 5013, Page 1136 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 112 inch iron rod with cap stamped "CBG Surveying" found for the Northwest corner of the above cited 59.166 acre tract, said point also being the Northeast corner of Northpointe Phase IV B Addition per the Final Plat recorded in Document No. 2015-25 of the Plat Records of Denton County, Texas, and located in the South line of a called 45.71 acre tract of land described in a Deed to North Locust Properties, LLC, as recorded in Document No. 2009-80381 of the Official Records of Denton County, Texas; THENCE South 89.52'58" East along the North line of said 59.166 acre tract and the South line of said 45.71 acre tract, passing a 112 inch iron rod with cap stamped "JS Cole 541 V found for the Southwest corner of Lot B, Block C of La Hacienda Heights, Phase 1, per the Final Plat recorded in Cabinet W, Page 666 of the Plat Records of Denton County, Texas at a distance of 713.62 feet, and continuing along the North line of said 59.166 acre tract and the South line of said Lot B, passing a 1/2 inch square pipe found at a distance of 763.26 feet, and continuing along the North line of said 59.166 acre tract and the South line of said Lot B, for a total distance of 7G3.G3 feet to a point for the £outh000t cornor of caid Lot B and the Southwest corner of a callad 9 77 acre tract of land described in a Deed to Texas Municipal Power Agency, as recorded in Volume 1116, Page 423 of the Deed Records of Denton County, Texas; THENCE South 89°40'42" East continuing along the North line of said 59.166 acre tract, and along the South line of said 2,77 acre tract, for a distance of 449.93 feet to a 1/2 inch iron rod found for the Southeast corner of said 2.77 acre tract and the Southwest corner of a called 3.375 acre tract of land described in a Deed to the City of Denton, as recorded in Volume 732, Page 972 of the Deed Records of Denton County, Texas; THENCE South 89.46'14" East continuing along the North line of said 59.166 acre tract, and along the South line of said 3,375 acre tract, for a distance of 300.86 feet to a 112 inch iron rod found for the Northeast corner of said 59.166 acre tract, and being in the West line of North Locust Street (FM 2164), a called 90' wide right-of-way, said point also being the Southeast corner of said 3.375 acre tract; THENCE South 00°21'29" West along the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 49.53 feet to a point for corner; THENCE South 89.57'20" West departing the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 1514,59 feet to a point for corner in the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition; THENCE North 00°30'24" East along the West line of said 59,166 acre tract and the East line of said Northpointe Phase IV B Addition, for a distance of 56.00 feet to the POINT OF BEGINNING, and containing 1.851 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NA083 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (COBS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combined scale factor of 1.000147317 to scale from grid to rface. Todd B. Turner, R.P.L.S. No. 4859 t �'• ��F` Teague Nall & Perkins �6 \ S T f p a 9 A. 1517 Centre Place Drive, Suite 320 YR . Denton, Texas 76205 ••'•••••••••••••••''•••'.. 940-383-4177 •'V•TODD .�.TUR..... � Date: October 18, 2016 �.0 4859 - 9%OPcS s\D'*C) NQ•,SU 04 Page 1 of 4 DME13222 — McKamy Development Co. ROW Fee Tract 861 ooCD MATCH LINE �jIF mO O m r' °o 00 Vv b i v N o N� m SEE SHEET 3 OF 4 ° C J v a .'. mi y� mo w��o , o m ��1� a Oo (/! 4I XD v O �Jv �/� 4 V7 "'"+� ° I Cn y u tD o m g o y° rn cD > /� I tD < h C ° oWn O © X C 00z mn °o Q #=ne fl �o �ticnoQ nn�n `I I co � $ a � � 'CJ � m v o o: °� �° � o I N :7s .. � � -1 G7 D �o--o--o• oyoN;u C? C] nn N< J. [ N ° �' pj N 7 •ate J� m z o' CD CD CD CD 0 r B� °�3y a .Z7f mr tr i�m 11 c�00 I-- k 7 CD Cn 9 � CAT a h o Q r�W!as <�hi y J n�0)Z p� � �% T p tJ w o ST cn m �G)Dz Fn NNZ c:y �W� y•:o*, v ~o� I coo W.-Vamm am �: o� o pr-� o� I �Wo Q7 W R1 m p co i nmm $h� I 0-o°m W { W z hA :{G�Z N < 0 �h Oil S?o o O N O n g �_ I O Z 0 z D a 70 no m aM GATE zoo "1 0 � o -<-� n D � = i CUP o � � A —} NORTH LOCUST STREET (F.M. 2164) i o (CALLED 90' RIGHT-OF-WM) mz m-, o z p m m rn •A 1 � ��$m m Z Z C7 a 2 m 862 y Q C y J 5 5 y rt v7 °oF�Ao b 1 W o^ o M P^ r a m Ci�z a y c y N, y N W n a o N j r 0 m �W ncom w W z N �QOG) O n Cn m�oa n °";m=X z°0 M = m OT O zz C� a 0 Qi m m w O m $o$$ cs z a 0 0 y Orj 2 C � m y y O O m O to x aa O O O = z m o � m � O n 2 m 0 co cn c D m-4 ��+o mzz �z 0)m MATCH LINE E SHEET 2 OF 4 z Q Op ;Q p . --1 m� N r nnFT�onn VV Sy�T+ O (�17y O ; 1L1�b l it m � �D m q z MATCH LINE SEE SHEET 4 OF 4 863 2 Q b CONC. CURB m$ nif H °atiW Nwm Qy y m o EXISTING 8' U.E. n zou o° C io zcn z = O n w , ooW r I poi oom m p m I I I or Q 0 w�D Ifl p� �I' Y,� z Ozm-n °v wn�o� 0�z-i 'Un0 co 0{O--o I vm Dom 0 0p0z ~O 'U--.��II I OpZ{ � F. � o ° z D mi y -1 Nm n y �Co ( (�ow0 y w� wFvA$ Mw N nod y -� n�mOl I -i�DZ o��'w g �> 'Sol " mm o a 3 m +� `0 n(Iz Lh m `' y l I I I o >C a �e �� om I �C V7 a W ( o f m'o° b �, F ti Q 4 ? Y o av s �NS.TG - SS n n� ° Spa tD g� °o Cc) ^n g A yw _q' o�� C o s O� z C)" N: Z'� zaC M a w w y w a N D• "i N N - N N M a � b b A 0 O -aw < ��O to ozMN cn ��:� C)C pn I p no O cn : m : �+ �p y ccpb o •Ai ��,��i I'L% i r� mr Q �7 m C� dE :9cna0 �m ( jGw'cmi'm 0 � :•S �w�3 �� � � �c=� to t---. P 0 O a, y I A CIO @ r -+ a O PPO O�Wf m 3 I u I V 00 0 0 J m � N 0�� m v I Off, N O m . oo O m z D o °cmn Imfl = x a P /»>CCCC o oC 0 � o o� I o��c z-z "� CD �J p, 0> ' � G ��� n '�" wm z A yny �ry�jv �J o _ Cam m rnZz ti N c _ -�--, MATCH LINE p rn m SEE SHEET 3 OF 4 m ° � z a b O m Il �b�m m � m Z d O m A ffnn�+ tx`ii O � m 864 Exhibit "C" ELECTRIC EASEMENT McKamy Development Tract BEING a 0.851 acre tract of land situated in the B.B.B. & C. R.R. Company Survey, Abstract No, 186, City of Denton, Denton County, Texas, and being a part of a called 59.166 acre tract of land described in a Deed to McKamy Development Company, Ltd., as recorded in Volume 5013, Page 1136 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with cap stamped "CBG Surveying" found for the Northwest corner of the above cited 59.166 acre tract, said point also being the Northeast corner of Northpointe Phase IV B Addition per the Final Plat recorded in Document No. 2015-25 of the Plat Records of Denton County, Texas, and located in the South line of a called 45.71 acre tract of land described in a Deed to North Locust Properties, LLC, as recorded in Document No. 2009-80381 of the Official Records of Denton County, Texas; THENCE South 00"30'24" West, departing the South line of said 45.71 acre tract and along the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition, for a distance of 56.00 feet to the POINT OF BEGINNING; THENCE North 89°57'20" East, departing the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition, for a distance of 1514.59 feet to a point for corner in the East line of said 59.166 acre tract and the West line of North Locust Street (FM 2164), a called 90' wide right-of-way, from which a 112 inch iron rod found at the northeast corner of said 69.166 acre tract bears North 00°21'29" East, a distance of 49.53 feet; THENCE South 00°21'29" West, along the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 24.46 feet to a point for corner; THENCE South 89°57'15" West, departing the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 1514.66 feet to a point for corner in the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition; THENCE North 00°30'24" East, along the West line of said 59,166 acre tract and the East line of said Northpointe Phase IV B Addition, for a distance of 24.50 feet to the POINT OF BEGINNING, and containing 0.851 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (COBS) via Real Time Kinematic (RTK) survey methods, Distances represent surface values utilizing an average combined scale factor of 1.000147317 to scale from grid to surface. C4859 Todd . Turner, R.P. .S. No. 4859 e••T�`Teague Nall & Perkins�'FO~ 9�1517 Centre Place Drive, Suite 320 Denton, Texas 76205 ..........�..TURNER940-383-4177 ..............Date: September 1, 2016 9Cso0��fqR�Eo DME13222 — McKamy Development Co. Efec, Esmt. Page 1 of4 865 l f �S:-r r�, -N1 • � 00 ID son*v ono �WN�Z `i� MATCH LINE 4 y SEE SHEET 3 OF 4 Zj A�"o H ZtNZN v� (1 v $ aD y�yNo 000o E: �1 s� �m'bop5 a O O c Oa Z aro 2� NQQ'!D m 0 o �A Wo � o mw�9 O , QJ rn o o $ m o a 8 NrnCSm i- o c NE a 3 O am a`N O O m D� r •S �� g a m m bc�iP (TNN (/N p '1:U prmn WwQ cprnt1�� jp--y0 o� rt ylU a o '-• ° 4 °' a 2 0 W 100 01 Z Gs V� [T1 OO Z p rn N t- oo • g $pb c c pG% 'm m o�j ii� y I ICO OG)>O g m y^ m Om m:*�.zO1t�T1 n M S�k omm I O z x a � Z � m C D v CD °m ti k a 5 o- w II �th00!51 L� o3ao o �W�3 Z I n n a- LAMrt7 <i>C� tA�oimiZprm On Q V I S " ONOO { �••ST o oWi� a prn o m o Ii n� nm �. `•d io•9� A�� w m NmZ :m: O ,•S d }�M 0 R o V>" V I or o� m m� o W "�z m .e v Mz N 0O Q°o ■ ( ��-i -n.0� m So O�Eml- 0m C O L4 �arE Z 'v m om� L1 z t z F1es.�. �./ I CUP Z4c m I � ,> m •� NORTH LOCUST STREET (F.M. 2164) m -� -n+ o m (CALLED 90' R1GHT-OF-WA9 m z z Z o corn I m .A "gym °gym "'m 2 y N ro 0 o m o y m � o m A n m � o m b z m 866 N 01 cu 7 p16 O O N 5 N 4 c j N cx 3 a. o C omIQ 0 T � A�� •� °�� p^b n mj �A � v. ' N nV �. 3 ° `� m c ? z x 0 w� v �0 0, oz N cb i3 8� ° �El m o a I q 4 a a mx�o, tr-iw m a y ° s M W rn W �wm ={ 07 z M rNN N S7a 4 0 1�0 m O Z D n U OCO I< I C <z 0> H d O M C Z;o> r m o ��Z z z Z p N O N „_. _ �m it A r A r c r N r r m z (n z ( n EXISTING 8' U.E z 000W CD r .0 o.50 m oz N) � (0o y �n0 mgm� � m p bOZi O m tomoo- x -� .> a: w � m co m O !CJ T o $ m II �2 Y 0 p mm ro m m rn z m < a r° u br-m �v0 '0 0o OG7`�`-1 O C7 •� J r n p0 �► �% 0 p 0) fli es 00 o a N D z `� ca 0 mCD C, v !� o � O a o d ro a� a Q Q T co to y N N_ .A q) L3 c;qn 0 N."O *a z CI m 'YI ( 2 Z n on 2 A MATCH LINE SEE SHEET 3 OF 4 867 MATCH LINE F? N ti _ SEE SHEET 2 OF 4 a. °� f so° o oao� tr ag � �� 8y�•»N �� o�� .�I�i�1� I �� `kv v$ a 5 g I °� pzoui I bm �P�-+ y a m I�p ( Ora, v m-�c�cp�A� 3 $ C � w �m I n~ co m o°m m� o� cd4 z, p VU 83pg r'C ��^on 2 O d ' do n y I ° t'2E Q bC o0 w g w o p l p h cn 0� ly I Rq� o �vrQQ Fl pW t11 O n�rn-4 I mr O ° np m I m ODu) c, Q �' � R. I N A o moo z a) CD � m oCO � p w �Q0m n I 9° o r ON j I I mn� , o o�_, `.�, y D 000;mu I I <�c ,NO�z �co m ( F. z a rev �� O��(00 � � � � I y' wpm f D gm M m m z z I o r=n ` MATCH LINE SEE SHEET 4 OF 4 m I 0 � T X � n O rn IICi 2 O b C rn II �m N o N A m Y m m •mG •p4 z F m r Exhibit "E" 15' PUBLIC UTILITY & DRAINAGE EASEMENT McKamy Development Tract BEING a 0.086 acre tract of land situated in the B.B.B. & C. R.R. Company Survey, Abstract No. 186, City of Denton, Denton County, Texas, and being a part of a called 59.166 acre tract of land described in a Deed to McKamy Development Company, Ltd., as recorded in Volume 5013, Page 1136 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for the Northeast corner of the above cited 59.166 acre tract and the Southeast corner of a called 3.375 acre tract of land described in a Deed to the City of Denton, as recorded in Volume 732, Page 972 of the Deed Records of Denton County, Texas, said point also being in the West line of North Locust Street (FM 2164), a called 90' wide right-of-way, from which a 112 inch iron rod found for the Southwest corner of said 3.375 acre tract bears North 89°46'14" West a distance of 300.85 feet; THENCE South 00°21'29" West along the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 49.53 feet to the POINT OF BEGINNING for the herein described easement; THENCE South 00°21'29" West continuing along the West line of said North Locust Street and the East line of said 59,166 acre tract, for a distance of 250.00 feet to a point for corner; THENCE South 89°57'20" West departing the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 15.00 feet to a point for corner; THENCE North 00°21'29" East for a distance of 250.00 feet to a point for corner; THENCE North 89°57'20" East for a distance of 15,00 feet to the POINT OF BEGINNING, and containing 0.086 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (COBS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combined scale factorof 1.000147317 to scale from grid to surface. �I Todd B. Turner,iR.P.L.S. No. 4859 T �E.•0• ...7 Teague Nall & Perkins �STCRfO y 1617 Centre Place Drive, Suite 320 i' :u' Denton, Texas 76205 a•'•••'••••a••••••••••••.. TODD S. TURNER 940-383-4177 ••Y wsua•+aaaaaasaassaso gaaa Date: September 13, 2016 %4 4859 •SURNF' o DME13222 — McKamy Development Co. 15' Public Utility & Drainage Esmt. o 869 TEXAS MUNICIPAL 4 1ONN-3 VQ)1@V 0MGnW1EC,7 POWER AGENCY�OD 2 CALLED 2.77 ACRES CITY OF DENTON VOL. 1116, PG. 423 VOL. 388, PG. 600 P.R.D.C.T. D.R.D,C.T. CITY OF DENTON l CALLED 3.375 ACRES E VOL, 732, PG. 972 GRAVEL DRrvE 3 IMAMSURVEYUNE D.R.D.C.T. N 89e46'14" W- 300.85' M , PROPOSED RIGHT-01-401 7 DEDICATION 9ARAWIRE FENCE 1/2' IRF (CM) (BY SEPARATE DOCUMENT) _ CENTERLINE OVERHEAD 40• METAL POLE T 40•METAL POLE ( 81' METAL PocF TRANSMISSION UNE • --OHE —---OHE— — — 0HE— E— --� —ONE— — —OHE— — —OHEIR G —OHE— — —OHE— — — OHE— — —OHE— — 38.1' I I PROPOSED ELECTRIC EASEMENT 39.6' (BY SEPARATE DOCUMENT) II_ EXISTING EXISTING 30' ELECTRIC ESMT 5' ELECTRIC ESMT. VOL. 518, PG. 109 VOL.PG.703 D.R.D.C.T. D.R.D.C.T. ao a oC)pQ� ��4 aOp q�3C LEGEND CALCULATED POINT 0 112 IRON ROD FOUND (UNLESS NOTED OTHERWISE) tcnl CONTROLLING MONUMENT GUYWIRE POWERPOLE ® ELECTRICUTILITY EASEMENT BOUNDARY LINE PROPERTYLINE EXISTING EASEMENT --OHE— — --OHE— — — OVERHEAD ELECTRIC /, •I• •r• EDGE OF ASPHALT 0 60 120 SCALE: 1" = 60' LINE TABLE LINE BEARING DISTANCE L1 S 89'57'20" W 15.00' L2 N 89-57'20" E 15.00' L3 N 00'21'29" E 49.53' NOTES fip 1. Beatings of lines shown hereon are referenced to Gtid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factorof 1.000147317 to scale from gdd to surface. 2. This Exhibit was prepared without the benefit of a current title commitment. Additional easements, rights -of -way and/or other matters of record may affect this tract that are not shown hereon. League nail & parkins *tnp-, Gems Ploce 7 as 320 DenAen, Tonec 76203940,383.4177 ph 940.383.8026 Fz 7.8.PA.5, Fh. No, 10011601 1 'NPOINT OF COMMENCING f0HE— — —OHE— — --OHE— L2 P INT OF BEGINNING O McKAMY DEVELOPMENT c COMPANY, LTD. NI N CALLED 59.166 ACRES W VOL. 5013, PG.1136 R.P.R.D.C.T. N oS Zy 15' PUBLIC UTILITY & DRAINAGE EASEMENT 0.066 ACRES L1 ?1 �p-•col sr�,pFFa- ............................. '••••e.•..Rri••.•. Exhibit "F" •'4859 • '`'• 151 PUBLIC UTILITY & `• . •' DRAINAGE EASEMENT BEING 0.086 ACRES OF LAND SITUATED IN THE B.B.B. & C. R.R. CO. SURVEY, ABSTRACT NO. 186 {. CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 2 OF 2 870 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS COUNTY OF DENTON § That J.F.S. 1992 Irrevocable Trust ("Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the City of Denton, a Texas home rule municipal corporation ("Grantee"), whose mailing address is 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all that certain 1.851 acre tract of land in Denton County, Texas being particularly described on Exhibit "A" and illustrated in Exhibit "B", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Exceptions to conveyance and warranty: (a) rights of the public in streets and highways adjoining the Property, if any; (b) zoning and building laws, ordinances, resolutions, and regulations; (c) real estate taxes and assessments for public improvements which are not delinquent and not yet due and payable; (d) covenants and other matters filed in the real property records of Denton County, Texas. Grantor hereby assigns to Grantee, without recourse or representation, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, 871 the Property. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. EXECUTED the day of , 2016. GRANTOR: J.F.S. 1992 Irrevocable Trust By: Trustee 74 872 ACKNOWLEDGMENT STATE OF § COUNTY OF § BEFORE ME, the undersigned, a Notary Public in and for the said County and State, on this day personally appeared , Trustee of the J.F.S. 1992 Irrevocable Trust, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in the capacity and for the purpose and consideration therein expressed. GIVEN UNDER MAY HAND AND SEAL OF OFFICE, this the day of , 2016. Upon Filing Return To: The City of Denton -Engineering Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 3 Notary Public, State of Texas My commission expires: Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 873 EXHIBIT "A" RIGHT-OF-WAY FEE TRACT McKamy Development Tract BEING a 1.851 acre tract of land situated in the B.B.B. & C. R.R. Company Survey, Abstract No. 186, City of Denton, Denton County, Texas, and being a part of a called 59.166 acre tract of land described in a Deed to McKamy Development Company, Ltd., as recorded in Volume 5013, Page 1136 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 112 inch iron rod with cap stamped "CBG Surveying" found for the Northwest corner of the above cited 59.166 acre tract, said point also being the Northeast corner of Northpointe Phase IV B Addition per the Final Plat recorded in Document No. 2015-25 of the Plat Records of Denton County, Texas, and located in the South line of a called 45.71 acre tract of land described in a Deed to North Locust Properties, LLC, as recorded in Document No. 2009-80381 of the Official Records of Denton County, Texas; THENCE South 89°52'58" East along the North line of said 59.166 acre tract and the South line of said 45.71 acre tract, passing a 1/2 inch iron rod with cap stamped "JS Cole 5411" found for the Southwest corner of Lot B, Block C of La Hacienda Heights, Phase I, per the Final Plat recorded in Cabinet W, Page 666 of the Plat Records of Denton County, Texas at a distance of 713.62 feet, and continuing along the North line of said 59.166 acre tract and the South line of said Lot B, passing a 1/2 inch square pipe found at a distance of 763.26 feet, and continuing along the North line of said 59.166 acre tract and the South line of said Lot B, for a total distance of 703.03 feet to a point for the Southooct cornor of eaid Lot B and the Southwest corner of a nnilPd 2 77 acre tract of land described in a Deed to Texas Municipal Power Agency, as recorded in Volume 1116, Page 423 of the Deed Records of Denton County, Texas; THENCE South 89°40'42" East continuing along the North line of said 59.166 acre tract, and along the South line of said 2.77 acre tract, for a distance of 449.93 feet to a 1/2 inch iron rod found for the Southeast corner of said 2.77 acre tract and the Southwest corner of a called 3.375 acre tract of land described in a Deed to the City of Denton, as recorded in Volume 732, Page 972 of the Deed Records of Denton County, Texas; THENCE South 89*46'14" East continuing along the North line of said 59.166 acre tract, and along the South line of said 3.375 acre tract, for a distance of 300.85 feet to a 1/2 inch iron rod found for the Northeast corner of said 59.166 acre tract, and being in the West line of North Locust Street (FM 2164), a called 90' wide right-of-way, said point also being the Southeast corner of said 3.375 acre tract; THENCE South 00°21'29" West along the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 49.53 feet to a point for corner; THENCE South 89°57'20" West departing the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 1514.59 feet to a point for corner in the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition; THENCE North 00°30'24" East along the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition, for a distance of 56.00 feet to the POINT OF BEGINNING, and containing 1.851 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (COBS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combined scale factor of 1.000147317 to scale from grid to Wrface. A O F•• hF y Todd B. Turner, R.P.L.S. No. 4859 Teague Nall & Perkins 1517 Centre Place Drive, Suite 320 `Q:•���ST�R�o sir Q pq P Denton, Texas 76205 ............ 940-3834177 TOM . TURNER Date: October 18, 2016 •.•••••••••••• .•�•••••••v °.A 4859 DME13222 — McKamy Development Co. ROW Fee Tract Page 1 of 4 874 r p0 r Z N p MATCH LINE ab S a = s o o _> z�%} °° SEE SHEET 3 OF 4 NtoZ G to ZQ D co q Q v my�mmm m o� ° o ms—1,c O (gyp ca 0) .ja (n � � ( �n3i°� ^� R �3Hf � (�% O to O I < C w V C cD O j, 0 O -O., O CTI D m �' n Z na Z3 o c, � 0© X � s o 0 Z r£9yWa. t Q �o cy()�m m ° onnnn y I 00 �$ N �-smo D po �yoo° dVV 9��� 2oZo ��m Wm� a M y ? CD � ~~ Imo.►"� ��� � q �m w 'mom -•A »� m m yv 'D n umi ( S Q a �eN co _ yQ 'ate°o 0 3 D m� n�3co -JL CDOr I �aa0 Q n on O W 3 y C' m <rt) ors � c � p. p0 L 0 0 � � � � oNw� 0 o m� om'z °z n�v,rn z Cr -y :co zrn : "5 �A W O rn O NT rn co < 0 0 p - o j4m �.., v�'� m °' W mm �w-n n W m 00 v- v N —��z rn �A I �G)Z n> < G) N n� C, ( o Z ZED 91 OO com1■, x �rn _ A 6—a—o--.o--e—c cO f cnre Z�0n C O — JJ L1 ,.. •n -� g O Dm cn A W ' CMP cn Z > D � NORTH LOCUST STREET (F.M. 2164) m -� -1 o (CALLED 90' RIGHT-OF-WA)g m Xzz -j Dom .p ' o $ o z� o y m C m o m o r m ? m o O m o �, a x, 0 o 0 m m 875 N o MATCH LINE s d IN=w SEE SHEET Z OF 4 C) ? oR10- y 4 c y O O o� umy° �00 OrC� I pZmC �x m �ov;� (a co�b;o> m �l �W m ma tnb com_1 mp r ` ��m 0 mro� D� �' � (n o0 m � � y � T) O o n N ° N m r„ V v to� y o d"�OO, i) Go c' Novo o� a �x wNy� c� cn amv, �@ v Nw°m ~ v��v O m° m n b y A o R cl ? m CD t0 w n oo mo`Di oo3.c oo ( ^�1'T CD C ti o o . Iy o` G1 <nv 0 t� D cn:m r��W• vto 0��11 bw�m C, 7 (A @ jj > 0 �1� fl�z � O Rtr .R •• i"Sd m ;m A m n� MUD _ z I W ri ,n G7 0 O -r1 _—� m Z1 p m_ m 9' W cn n�m n N { 07 z N 90 � n co .a CD N q �, off, a �. m , 0 m �bn7 �w � v�mn zc z<p "'I O N yc�A I b jvv brn• rD- z-<z ■� ') �n n��� OTC 1 WmD > D I O _n� fig- m m X0Z I s 9 w y LIB_ .- _—'� tt o �' m MATCH LINE SEE SHEET 4 OF 4 r o c o a D A y o m o $ iI m m Z -zi z m C7 O ro rm- y z > A m r 0 � m n m 876 Q %( y r CONC. CURB m O IDo a z �' EXISTING 8' U.E. O m y()o ZU) Z x �� C-i{ n w� Oom s n3 00 CO i 0 pCy 0D-G O j O fQ fQ DZ 0m Fr: 0 O-uO pzomo �o D r m gm c) nPom ma 4, aim O pp--1 O�op� 3�. 02. m`�- y Nm n y Co0Z: ^i noca0 o �t9 B m w ro -nips y`ornwl '�9) P o ® v S om°wv o Y'D w 4i(no i„3 �Ncp � 2° N�m C gON O ' ( mI o° (D::�CD moz CC)N0 -[ADrnT�C! O M x A 3 3 T X m Q w b ai, 21 g S a tD a Z m cc) O ttltii I cim V O M m S 5. laa 2 � c� go :z ID d xo mm oq `m3¢ g3�op,�,ww o 2 n Cc) Y/ J , � H W �m m ` .rpvZ m QA�m �O H j tv b vt 1� O Z �o � nx �. •ST9 3 0 pp D O < 0 •moo C OZMOC CO N:o m m �+ m o"p -0 o�Z?�-t�DDOo .rn o.y rm n - 000m ° Us sn COO 0 m w n o °o -a n Q N o �+ m I w � V V m co m nWm �� < ( .r N W z n ° 0 n) O Q° " r 9 ,a p I •o> mn� m t`- ° `'a ©�1 on( m � m rn o°c M � _ © O © Q ( o0 -Zt< Q p0 CZ tO"CO Z�0 o Owl �' p°°rrn z X> n0�n "iG)t--'- Cn D -t ■e y" a m O m mZz "; A 'i you N cn MATCH LINE O w m �� SEE SHEET 3 OF 4 o c o a ti 8m y b o o T D � b O m � a z m z m m 877 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY EASEMENT THE STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: THAT, J.F.S. 1992 Irrevocable Trust (the "GRANTOR"), for and in consideration of Ten Dollars ($10.00), and other good and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a Texas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has granted, sold, and conveyed and by these presents does grant, sell and convey unto the GRANTEE perpetual, non-exclusive, and unobstructed easements and rights of way (collectively, the "EASEMENT") for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and/or above ground electric transmission and electric distribution power and/or communication lines, not to exceed 138-kv, each consisting of a variable number of wires and cables, along with all necessary and convenient appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively referred to herein as the "FACILITIES"), in, on, over, under and across that certain real property situated in Denton County, Texas, being approximately 0.851 acres and being more particularly described in Exhibit "A" and illustrated in Exhibit "B" attached hereto and incorporated into this document by reference (the "EASEMENT PROPERTY"). GRANTEE shall have the right of ingress, egress and regress in, on, over, under and across the EASEMENT PROPERTY for the purposes of and right to construct, maintain, operate, improve, reconstruct, increase and reduce the size and capacity not to exceed 138-kv, repair, relocate, inspect, 878 patrol, maintain, remove or replace such FACILITIES within the EASEMENT PROPERTY as GRANTEE may from time to time find necessary, along with all rights necessary for full use and enjoyment of the above grant. GRANTEE shall have the right, at GRANTEE'S sole cost and expense, to trim or remove trees or shrubbery within said EASEMENT PROPERTY, to the extent, in the sole judgment of GRANTEE, necessary to prevent possible interference with the efficiency, safety and/or convenient operation of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. GRANTEE may further, at GRANTEE'S sole cost and expense, install gates in existing fences within such EASEMENT PROPERTY. GRANTOR shall not make changes in grade, elevation or contour of the EASEMENT PROPERTY or impound water within, over and/or across the EASEMENT PROPERTY without prior written consent of GRANTEE. GRANTOR, for itself, its successors and assigns, subject to the terms herein and detailed below, expressly reserves the right to occupy and use the EASEMENT PROPERTY for all other purposes that will not interfere with the GRANTEE'S full enjoyment of the EASEMENT and/or the exercise of GRANTEE's rights hereunder. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of buildings, structures, signs, or other obstructions of any kind ("UNPERMITTED STRUCTURES") on the EASEMENT PROPERTY. If any UNPERMITTED STRUCTURES are hereafter constructed or permitted by GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE, then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the reasonable actual costs of such removal. GRANTOR may, following written consent by GRANTEE, construct buildings, structures, or other facilities within the EASEMENT PROPERTY, where GRANTEE determines, in its sole discretion, such construction will not interfere with the safety or operation of the FACILITIES. GRANTEE acknowledges the EASEMENT granted herein is non-exclusive, subject to the 2 879 rights herein granted. however, GRANTOR agrees not to assign further easement rights within the EASEMENT PROPERTY to any other utility providers without the prior, written consent of GRANTEE. Upon written consent of GRANTEE, such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE under separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion of GRANTEE. The EASEMENT shall constitute a covenant running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and their respective successors and assigns. TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns, forever, and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto GRANTEE, its successors and assigns, against every person whomsoever claiming the same or any part hereof, by, through, or under GRANTOR, but not otherwise. WITNESS THE EXECUTION HEREOF on the day of , 2016. GRANTOR: J.F.S. 1992 Irrevocable Trust By Trustee 3 880 THE STATE OF § COUNTY OF § This instrument was acknowledged before me on the day of , 2016, by , Trustee of the J.F.S. 1992 Irrevocable Trust, and acknowledged to me that his signature is the act of the said partnership and that he executed the same on behalf of the said partnership and in the capacity therein stated. AFTER RECORDING RETURN TO: City of Denton — Engineering Department Real Estate and Capital Support 901-A Texas Street, 2°d Floor Denton, Texas 76209 Attn: Paul Williamson Notary Public, State of _ My commission expires: C 881 EXHIBIT "A" ELECTRIC EASEMENT McKamy Development Tract BEING a 0.851 acre tract of land situated in the B.B.B. & C. R.R. Company Survey, Abstract No. 186, City of Denton, Denton County, Texas, and being a part of a called 59.166 acre tract of land described in a Deed to McKamy Development Company, Ltd., as recorded in Volume 5013, Page 1136 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with cap stamped "CBG Surveying" found for the Northwest corner of the above cited 59.166 acre tract, said point also being the Northeast corner of Northpointe Phase IV B Addition per the Final Plat recorded in Document No. 2015-25 of the Plat Records of Denton County, Texas, and located in the South line of a called 45.71 acre tract of land described in a Deed to North Locust Properties, LLC, as recorded in Document No. 2009-80381 of the Official Records of Denton County, Texas; THENCE South 00'30'24" West, departing the South line of said 45.71 acre tract and along the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition, for a distance of 56.00 feet to the POINT OF BEGINNING; THENCE North 89°57'20" East, departing the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition, for a distance of 1514.59 feet to a point for corner in the East line of said 59.166 acre tract and the West line of North Locust Street (FM 2164), a called 90' wide right-of-way, from which a 1/2 inch iron rod found at the northeast corner of said 59.166 acre tract bears North 00'21'29" East, a distance of 49.53 feet; THENCE South 00'21'29" West, along the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 24.46 feet to a point for corner; THENCE South 89°57'15" West, departing the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 1514.66 feet to a point for corner in the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition; THENCE North 00'30'24" East, along the West line of said 59.166 acre tract and the East line of said Northpointe Phase IV B Addition, for a distance of 24.50 feet to the POINT OF BEGINNING, and containing 0.851 acres of land, more or less. NOTE. Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone, NAD83 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (COBS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combined scale factor of 1.000147317 to scale from grid to surface. 'J'k 6 —1, JAAk� J OF I" Todd ET. Turner, R.P. .S. No. 4859 .•••..T� Teague Nall & Perkins �P.�6�sTe,pFo•: 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 ""'°""""""""" TODD B. TUNNER 940-383-4177 ••v•••••••••••••••••• Date: September 1, 2016 ; A 4859 �P DME13222 — McKamy Development Co. Elec. Esmt. Page 1 of4 882 f N 00 Ic tico oOO'O a p0 O �° °y" � +'wN�m MATCH LINE v o £ o o Amyb w),yID N SEEa SHEET 3OF4 Z yyypao0omo�1Zm�p° V1p02 o �O � Gii o0 m41 13 � 'b� cCPpn (0OT 2 � J(T,i 41 aGa ,rM > or oo Go �c �cya� woo rnrt oo co py O�y� oo ;m m.Z7 x H ?3 y d Nj. m IV Q �� M� S.�am �' I m z n N' CD `i n � n � o- m m y o�j, ti * o �r � �y ;Vrmr I J ZT T (� 0oG)�Z� ic i pm- 0C> cape _ t�i < �w0o O �, v I `� m Nwm N w X to �" v . w ••r i••S o a, m o m �! o" z °� n o CA °m 9 �y dr� I m spy NmZ m• tn*.o norn n • �� : v y .a tit P. ^Z• p 'y Coin P tD • d S Qf m < 0 p� 0D 0o I z m w n�rno co� �O� Z Q . 00 N {ORoo i ={ ,f)Z - co p 0 zD •� n oo� 18) "a, Z . �n G—o--o—_o---o--Q z � o W i L4 GATE zz L1 o = m cmp c-'—i � P o m m NORTH LOCUST STREET (F.M. 2164) rn m z _ Z (CALLED 90' RJGHT-OF-WAS z -� o „1 o � 0 m a� a ° m ° = z o O m b mzi 2 � o i m � y2 m O z A F ~ A z n m 883 N o I I � i tt1177 CPCURBI $ o x o D 3 EXISTING 8' U.E. Z (n Z N °n Z z 0gj'm O� (� O W Z yoy!Op >illO= Ci-OZQZmOOrn,� N v 0 :G� r �z r r Q " .may c �pom rn�rn� rn b Pm OmZ) I now0 w m o a -(DZ ° e r g� �� 0 V,n co 'infno Nn� 5 D a te° W o o rn Z < I III n � cn m 3 L2 _ a� i Z 4. u O d o$ N o p T L p a� � m r m r y Y� L3 83 wg 23 v noa �:c vi 4 y` z �j •0 u� z AA Oz(r71 k I Z CSO OO\I ym� I /ZA0�Zz 2�C N I Y/ I L 0 o a m� Q y m Z NO t R moo' ���� m m Qym m m n �„ N ti S' I m m T I L O � I I .,. c .•'S 9 3 to A v DF O •a �: Z I I �mc �'•. r n m. ' <oo m i �Q�� rn I n0-4 A °���' r�rm "z ��cDim co m ;o I cn ` p0 pw�m -& �' �0�-zi ;' CD p P 0) M .0 ° m pJ Z (� P l) _m m co N < Q° � i- a ° ° v m D '� p0 m CD O v .0 mw O \ / x O {�O OO m(m� I � Z�7� c� VV y m I�O ��ls 0'A p0 <z I DT Omv0 Ocmno GQ o°°�i T zm> �. �5 co >y � I I n -+prnrt rn m -i0 Z �m I�z ~ m Z z cn A o 0 0 � IF MATCH LINE lt�SEE SHEET 3 OF 4 ❑m fu T s 0©' m b p 2 o r' c a iri 2 O O ��y 7 o°zm z � ti ti d mm m m n m z m 884 N o MATCH LIME Iv '14 ~ 3 m I SEE SHEET 2 OF 4 H o X ~ Uzi Z trI � a m g 5 5 N � � $ oa w�yNo �� �r-0 I IO I me c� m55 0 o� o w;' ry a G) -1 D 'D o _ C{Q ��Q OJ- �NONm �''�(�nm O ~ W �7 �% •^i r y F C �pch—{ G7 rn sn 3 3 s o Q O C o p_ I Z a LlV G uo,�Mc`'<w c�c��-m �o^ I �j n$ � J� � O m y j N � � 2.8a W� -� �Q z� I p° � $ n�2 v S � w.■ NM � oy o m � I a �.� �;] omco I— tn M� m � 5 .:CD i. `I '< (y� m I � O y ? O b � vim, ~ w sr,+j o m°3o j l I NZo (� a o m o t0 � I :fin m o p < > m .•f •ST ° o P I N � m r I T CA zm �•ti;*� � roo>z o c� OOp n,filo�-4 I k � z C�mr o C ° �t>7in I m nDmo� o r m °a'n m co co i - m y w nwm N) �07Z M ra- N 0Q°o r. m -'"� m CD R z oo� m ono I �' z. � .� �� I I <�c ,nco°gym d y o�z �C-n W t y•ny I ( I ��v-�—o z -<Z CD �c� i oPvD 0>(Z) r/ ti I 0 Oco � _ i W co mnio Z mzz I ( 0 00 � m m MATCH LINE SEE SHEET 4 OF 4 g m y c� o n�l A A A p 2 e rn m � yr z y b r y 2 m O y A 2 b N r n 885 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. UTILITY AND DRAINAGE EASEMENT THE STATE OF TEXAS, § § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: THAT J.F.S. 1992 Irrevocable Trust ("Grantor"), in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by the City of Denton, a Texas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("Grantee") receipt and sufficiency of which is hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED and does by these presents GRANT, BARGAIN, SELL and CONVEY unto Grantee a perpetual utility and drainage easement in, along, upon, under, over and across that certain real property situated in Denton County, Texas, being approximately 0.086 acres and being more particularly described in Exhibit "A" and illustrated in Exhibit "B" attached hereto and incorporated into this document by reference (the "EASEMENT PROPERTY"), for the purposes of constructing, reconstructing, installing, repairing, relocating within the Easement Property, operating, and perpetually maintaining utilities and drainage, and related facilities and appurtenances, in, along, upon, under, over and across said Easement Property, including without limitation, making additions to, improvements on and repairs to drainage facilities, drainage ::. features or grade, or any part thereof (collectively referred to herein as the "Facilities"). Grantee shall have the right of free and uninterrupted use, liberty, passage, ingress, egress and regress, at all times in, along, upon, under, over and across the Easement Property for Grantee, its agents, employees, contractors, workmen and representatives, for the purposes set forth herein, along with all rights necessary for full use and enjoyment of the above grant. Grantee may further, at Grantee's sole cost and expense, install gates in existing fences within such Easement Property. This Easement is subject to the following covenants and agreements: 1. Structures. No buildings, fences, structures, signs, facilities, improvements or obstructions of any kind, or portions thereof, shall be constructed, erected, reconstructed or placed in, along, upon, under, over or across the Easement Property. Further, Grantor stipulates and acknowledges that the Grantee, in consideration of the benefits above set out, may alter the grade of the Easement Property and may remove from the Easement Property at Grantee's sole cost and expense, such buildings, fences, structures, signs, facilities, improvements and other obstructions as may now or hereafter be found upon said Property and dispose of any such buildings, fences, structures, signs, facilities, improvements or obstructions in any manner it deems necessary without liability to Grantee. 2. Maintenance of Lateral Slope. No activity, of any kind, shall be conducted on the Easement Property by Grantor that may impair, damage or destroy the lateral slope established for drainage, including without limitation, excavation or movement of soil or other material. 3. Access. For the purpose of exercising and enjoying the rights granted herein, the Grantee shall have access to the Easement Property by way of existing public property or right- of-way. 2 887 4. Trees and Landscaping. No shrub or tree shall be planted upon the Easement Property or that may encroach upon the Easement Property. Grantee may, at Grantee's expense, cut, trim, or remove any shrubs or trees, or portions of shrubs or trees now or hereafter located within or that may encroach or overhang upon the Easement Property without liability to Grantee, including without limitation, the obligation to make further payment to Grantor. 5. Grantor's Rights. Grantor shall have the right, subject to the covenants and restrictions contained herein, to make use of the Property for any purpose that does not interfere with the City's rights granted to it herein for the purposes granted. 6. Successors and Assigns. This grant and the provisions contained herein shall constitute covenants running with the land and shall be binding upon the Grantor and Grantee, and their successors and assigns. Grantee acknowledges the easement granted herein is non- exclusive, subject to the rights herein granted. However, Grantor agrees not to assign further easement rights within the Easement Property to any other utility providers without the prior, written consent of Grantee. Upon written consent of Grantee, such consent to be exercised at the sole discretion of Grantee, other utility providers may be permitted by Grantee under separate grant from Grantor to construct, operate, maintain, repair, replace, and remove their respective utilities in, on, over, under, and across the Easement Property perpendicularly or as otherwise may be permitted by Grantee in writing. TO HAVE AND TO HOLD the above Easement unto Grantee, its successor and assigns, forever, and Grantor hereby warrants and forever agrees to defend the above -described Easement Property unto Grantee, its successors and assigns, against every person whomsoever claiming the same or any part hereof, by, through, or under Grantor, but not otherwise. 3 ::: WITNESS THE EXECUTION HEREOF on the day of , 2016. GRANTOR: J.F.S. 1992 Irrevocable Trust Trustee THE STATE OF § COUNTY OF § This instrument was acknowledged before me on the day of , 2016, by , Trustee of the J.F.S. 1992 Irrevocable Trust, and acknowledged to me that his signature is the act of the said partnership and that he executed the same on behalf of the said partnership and in the capacity therein stated. AFTER RECORDING RETURN TO: City of Denton — Engineering Department Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Attn: Paul Williamson 4 Notary Public, State of _ My commission expires: 889 EXHIBIT "A" 15' PUBLIC UTILITY & DRAINAGE EASEMENT McKamy Development Tract BEING a 0.086 acre tract of land situated in the B.B.B. & C. R.R. Company Survey, Abstract No. 186, City of Denton, Denton County, Texas, and being a part of a called 59.166 acre tract of land described in a Deed to McKamy Development Company, Ltd., as recorded in Volume 5013, Page 1136 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for the Northeast corner of the above cited 59.166 acre tract and the Southeast corner of a called 3.375 acre tract of land described in a Deed to the City of Denton, as recorded in Volume 732, Page 972 of the Deed Records of Denton County, Texas, said point also being in the West line of North Locust Street (FM 2164), a called 90' wide right-of-way, from which a 1/2 inch iron rod found for the Southwest corner of said 3.375 acre tract bears North 89*46'14" West a distance of 300.85 feet; THENCE South 00°21'29" West along the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 49.53 feet to the POINT OF BEGINNING for the herein described easement; THENCE South 00°21'29" West continuing along the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 250.00 feet to a point for corner; THENCE South 89°57'20" West departing the West line of said North Locust Street and the East line of said 59.166 acre tract, for a distance of 15.00 feet to a point for corner; THENCE North 00°21'29" East for a distance of 250.00 feet to a point for corner; THENCE North 89°57'20" East for a distance of 15.00 feet to the POINT OF BEGINNING, and containing 0.086 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combined scale factor of 1.000147317 to scale from grid to surface. r Todd B..OTurner, R.P L S. No. 4859 ••:..••T�.Te _nTIMTU Nall &PerkinsRfo'•.;91517 Centre Place fTeague Drive, Suite 320;�Denton, Texas 76205 ••••••••••i.940-383-4177 . TURNER•uN•K••w September 13, 2016 �.vDate: 59 ���R DME13222 — McKamy Development Co. 15' Public Utility & Drainage Esmt. A 890 TEXAS MUNICIPAL Qm0Q(),/Y]ke � 4OC3jj OUN W[Ty POWER AGENCY�Oo S CALLED 2.77 ACRES CITY OF DENTON VOL, 1116, PG. 423 VOL. 388, PG. 600 D.R.D.C.T. D.R.D.C.T. ___Lo---G--o— -moo- L�-.-P- S�-G---0—o---cl-- J _ CITY OFDENTON 3. CALLED 3.375 ACRES � VOL. 732, PG. 972 GRAVEL DRNE 12 1/2' lR D.R.D.C.T. (CM) APPROXIMATE SURVEYLINE N89a46'14'W-300.85' _717aARBt41RE FENCE 1/2-IRP (CM) PROPOSED RIGHT-OF-WAY DEDICATION (BY SEPARATE DOCUMENT) 40• METAL POLE I 91• METAL POLCENTERLINE OVERHEAD E TRANSMISSION UNE 40• METAL POLE • -OHE - -ONE- - -OHE- E- -4 - --OHE- - -0HE- - -OHE'G, -OHE- - -OHE- - --OHE- - -OHE- - 36.1 I PROPOSED ELECTRIC EASEMENT (BY SEPARATE DOCUMENT EXISTING 30' ELECTRIC ESMT EXISTING VOL, 518, PG. 109 5 ELECTRIC . 703 D.R.D.C.T. VOL..R. C. 703 D.R.D.C.T. pQ� �04 -O LEGEND CALCULATED POINT 0 1,2 IRON ROD FOUND (UNLESS NOTED OTHERWISE) rcav CONTROLLING MONUMENT E GUYWIRE POWERPOLE EQ ELECTRIC UTILITY EASEMENT BOUNDARY LINE PROPERTYONE -- — — — — EXISTING EASEMENT —OHE— — —OHE— — — OVERHEAD ELECTRIC •% •� •� EOGEOFASPHALT 0 60 120 SCALE. 1 " = 60' LINE TABLE LINE BEARING DISTANCE L1 S 89'57'20" W 15.00' L2 N 89'57'20" E 15.00' L3 N 00.21'29" E 49.53' NOTES j \POINT OF COMMENCING E- - -OHE- - --OHE- - L2 POINT OF BEGINNING McKAMY DEVELOPMENT CS o COMPANY, LTD. N N CALLED 59.166 ACRES W 3 VOL. 5013, PG.1136 e R.P.R.D.C.T. _ N N e— N e- N o S Z U) 15' PUBLIC UTILITY & DRAINAGE EASEMENT 0.086 ACRES Am L1 p o l N 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factorof 1.000147317 to scale from grid to surface. 2. This Exhibit was prepared without the benefit of a current title commitment. Additional easements, rights -of -way and/or other matters of record may affect this tract that are not shown hereon. League nail 8L Perkins np1317 Centre Place Drive, Suite 320 0enfon, Texet 7620S 940. 38 3.4177 ph 940.383.80261x w—.tnpinc.co. T.S.P.L.S. Fit. No. ION 1601 0 F O Z ,.OF , T �P.�plSTSq .:......................... TODD B. TURN EXHIBIT "B1, .............. . v. 4859 s•' 1 S' PUBLIC UTILITY & `�• • • ••' DRAINAGE EASEMENT BEING 0.086 ACRES OF LAND SITUATED IN THE (� e`41 "� B.B.B. & C. R.R. CO. SURVEY, ABSTRACT NO. 186 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 2 OF 2 891 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1412, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Howard Martin Date: November 8, 2016 SUBJECT Consider adoption an ordinance of the City of Denton finding that a public use and necessity exists to acquire easement interests to a 2.168 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330, City of Denton, Denton County, Texas, and of the Real Property Records of Denton County, Texas ("Property Interests"), for the public use of, expansion, construction, maintenance, and operation of an electric transmission lines, ancillary facilities and structures; authorizing the City Manager, acting City Manager, or his designee, to make initial and final offers to execute an easement, between the City of Denton, Texas ("City"), as grantee, and Timber Links Apartments, LLC ("Owner"), as grantor, to acquire the Property Interests for the total purchase price of $93,060.00, and other consideration; authorizing the filing of eminent domain proceedings to acquire the Property Interests if the final offer is not accepted; authorizing the expenditure of funds; and providing an effective date. [Spencer to Pockrus TM Line] BACKGROUND Denton Municipal Electric (DME) Capital Improvement Plan includes a project to reconstruct its electric transmission system. DME has identified several projects that are critical to maintaining reliability and allowing Denton to continue to grow. Construction of approximately 2.0 miles of new 138kV transmission line to provide additional capacity and an alternate route to the existing TMPA Pockrus - Spencer Interchange 13 8kV double circuit line. OPTIONS Approve the ordinance. Do not approve the ordinance and provide staff with further direction. RECOMMENDATION DME recommends approving adoption of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Public Utility Board recommended approval of the transmission route December 14, 2015. The route was presented and approved by the City Council January 5, 2016. STRATEGIC PLAN RELATIONSHIP City of Denton Page 1 of 2 Printed on 7/2/2021 powered by LegistarT" 892 File #: ID 16-1412, Version: 1 The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1. Transmission Line Map 2. Easement Map 3. Ordinance 4. Proposed Electric Utility Easement - Timber Links [Spencer to Pockrus TM Line] Respectfully submitted: Phil Williams General Manager Prepared by: Elizabeth Bell Denton Municipal Electric City of Denton Page 2 of 2 Printed on 7/2/2021 powered by LegistarT" 893 r — J SPENCER i Mayhill Substation �t o ,:� e \\ FOSTER a x J. Bozo ,z,Do —� r, �I N wte City of Denton Landfill OLD EDWARDS LEAFY Timber Links' Golf Course L-------------r BLUE JAYS EDWARDS ilk Pockrus Substation �'. POCKRUS PAGE RKTON LOCATION MAP M u H i e i p A i Pockrus Substation to New Mayhill Substation ELECTRIC 138kV Transmission Line DENTON s 94 EXHIBIT "A" ELECTRIC EASEMENT Timber Links Apartments, LLC Tract BEING a 2.168 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330, City of Denton, Denton County, Texas, and being part of a called 19.132 acre tract of land described as Tract II in a Deed to Timber Links Apartments, LLC, as recorded in Document No. 2015-9810 of the Official Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a PK nail found for the Southwest corner of the above 19.132 acre tract, and being in the North line of Edwards Road, per the Final Plat of The Timbers at Denton, as recorded in Cabinet V, Page 412 of the Plat Records of Denton County, Texas, from which the Southwest corner of Lot 2 per said Final Plat bears South 87°25'28" East a distance of 157.07 feet; THENCE North 11'39'28" West departing the North line of said Edwards Road, and along the most Southerly West line of said 19.132 acre tract, for a distance of 97.60 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner at the POINT OF BEGINNING for the herein described easement; THENCE North 11'39'28" West continuing along the most Southerly West line of said 19.132 acre tract, for a distance of 319.26 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner, from which a 1/2 inch iron rod with cap stamped "Alliance" found for reference bears North 11'39'28" West a distance of 46.68 feet; THENCE North 01 °55'45" East departing the most Southerly West line of said 19.132 acre tract, for a distance of 198.09 feet to a 518 inch iron rod with cap stamped "TNP INC ESMT" set for corner at an angle point; THENCE North 01 °41'08" East for a distance of 899.02 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner an angle point; THENCE North 00°31'19" West for a distance of 6.65 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner in the most Westerly North line of said 19.132 acre tract and the South line of a called 1.440 acre tract of land per City Ordinance No. 2002-087, as recorded in Document No. 2002-124546 of the Real Property Records of Denton County, Texas; THENCE South 88°13'23" East along the most Westerly North line of said 19.132 acre tract and the South line of said 1.440 acre tract, passing a 112 inch iron rod found for the Southeast corner of said 1.440 acre tract and the Southwest corner of a called 1.822 acre tract of land described in a Lis Pendens Notice, No. ED-96-00723-C, as recorded in Document No. 96- 081818 of the Real Property Records of Denton County, Texas at a distance of 18.71 feet, and continuing along said line for a total distance of 75.06 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner, from which a 1/2 inch iron rod with cap stamped "COLEMAN RPLS 4001" found for the Southeast corner of said 1.822 acre tract and an interior ell corner of said 19.132 acre tract bears South 88°13'23" East a distance of 125.19 feet; THENCE South 00°31'19" East for a distance of 5.08 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner an angle point; THENCE South 01°41'08" West departing the South line of said 1.822 acre tract and the most Westerly North line of said 19.132 acre tract, for a distance of 900.63 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner at an angle point; THENCE South 01°55'45" West for a distance of 508.58 feet to the POINT OF BEGINNING, and containing 2.168 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1963 (North Central Zone; NAD83 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combination scale factor of 1.00015063 to scale from 'd to surface. Todd B. Turner, R.P.L.S. No. 4859 fir; ..O F •..;F P.rp\ S T ER •.f Teague Nall & Perkins .• �, 4P. y.,y 1517 Centre Place Drive, Suite 320 i' Denton, Texas 76205 ••`•'••••••'••"••RNER "'" TODD B. TURNER 940-383-4177 ••v•••••••••••••••••••+►°• TBPLS Firm No. 10011601 • 0 4859 ..r Date: March 3, 2016 �q'*OP'e s s o.-' � Date of Revision: June 28, 2016 •SURD OME13222 - Timber Links Apartments, LLC Easement Page 1 of 5 895 e o ° ' �A o00 O n bP'm mm �v&,-n* 0 Qju 5� v_mm t� R zv o0� v� -a n mvCE R o Go; n _c c 0Mr on oo�� °°gypp w G�aO �� r� o nv 3 •U (�� •�A O �AOS� o Z1 A v zee : A jjp,r p" OgoPO �n0O O�-yn p pnyVNjrm W o A � 42 (AZ 0 o O 99 (�rmxn 55 _ ------------ • CHAINLfNK FENCE CITY OF DENTON, TEXAS $ §O CALLED 0.257 ACRES T S� DOC. N0. 2008-123998 r v O.R.D.C.T. O c Imo A � T w ��aZ�6£' N r G) w O -z o Og•L6 '9 g MM8Z,6£ebp N S 07055'45" W 508 58' . . z_ ----`- ------, Aho- m -� S ® G)Z �a 03mn co) T Zm .,gam Z cn Z --Icq r=`'3oa� 3 r m vm N ..� ® �a �J Cad dSd z J o ° z � / 00 O �S200 / Oaf va m� °�m�\ /\ nm a� v'u, z� \ \ �Zo-IN, Zzm Z r N Z "I - -� a �n rw m z R \ cn o m) � ° ° DD� m O ry po D �Di'ro�0 U8 W \ N ° � m v-P0o0 o<�o \ z�Arrn �Pn T v °z" z rnn m om' oyo y :� '� •''" ;••STy z ! rn O A � N W +Q t o a i v R CD v°°i is 01, go ' N : o li m O ® c' m: o -I C Z 9 o'�•�y mop N oz o tsys f > r n 5 O m Orp mA 4ayu OC�u� cn OZpZ ODm c)Dr ���(� �m$ +vWm0 Ozac 0� I cn� nNmm moo= °� �0r-oo 0 K r-0 8mo pwmDzo to %wos`� 0Oop �mn E a 3 o m OW gg � ��Y � o 0 'V o i n n / mjn m Z �NA 'ivy' f3 CNAINLINK FENCE art N 01 °55'4 E 198.09' Is n f Z m AIF �� CO) t.± D m !°-r-n o N �O, mN�k ,It Ila T60, m 0 m �� p R, p T 4f?MENT \ m / Qmrn �mm \ \ G) / 7-1�N-INZ \ m O ! ,m m p m Cr9 CD N °m �� N N Z�Al2, m .k O� n ' 'Ti2 a m�� i21 i .••59 Am m �Z-�o N a ;�••:R•.,� o: m m o vF oy D D to z ��W N:O Otn O) O~ Z � • y O� .y � n 1 ' A ' •Sd Q O �_ • " "� d oz fU o p F I s oFrn o mn I H on°rn=rr SOo Z amDZ n�ODor9 : 'x in� az rnq co -up(bap� mmrn -v -i c�p�-gyp oC)� aO �~ 0- omai Vim= -4 m CO ��O I ~y m� n�mnO O �m �" �� n o e '--i < �m v3>mj �w 8 un� irr ESMr. °z (CAB. E, PG. 187) d3 cuom QHF m W �� —� SLINK FENCE --- � N 01 °41'08" E 899 02 W �� s m to m V. S 01 °41'08" W 900.63' m a im In C o�Ivb N �Zn :D v rn m on wa°oX v 0Zvo�o arm m (� m m20 ®N:�0m how-qz P O om n � O � so. m p Z n m m mp O iv r j zti N to CDTT 1 N ~ � x N Z��`" �k Z m A y 1 .'aa : o: ••RFgI o m rTr N P. rn D ~ 2 OAJ D r' .w 'D'•i�2 '�� 2nii 11 z y z'•CS, o o �n w N o Z CD :•: n OO-,D w a ozpz n r DW�O :x _o cm D O �o�n O p:-4 Vim= o m w -�G�M�O �6.21 �\ CJ - O n °m oXr- oo m T �XV�-' owae � -i W 0 � � � 03 gsuN � \�%\ 000 G� Z 8' UTILITY ESMT. (CAB. E, PG. 187) Molls v v rn 0 0 Ci �N III r r 00 m m �� :m 0",.W�N:O c^ • A ."5�+�y O \ \ \\\ � \ N z pno �3 \ to Z to � r. y c 1 5 N W m � p .L "� m V`� r N3yypc°j m N d j ? N I um mm ��o� c)� a oZ„l O ,•` m v M N co N m nOZm Zorn $. 60 0�1CA �_ now y ;ry�CjOyAQ N�° oz o o�^jyN� m D � m '{ O B�yx oax�m�a�d A v limo mm m H O< m 3 3 v A p o o A p U ®® ® ® ® • � � C 5 � o� m b A n p i T ° y O C 0 o A I c o frT1 rn I rn v m p O p ( y gp o y o p Z O O S Z m � C a N m m 3 g m n r m m 0m N I cps m N r m 0 co t' m CD it O fU 0 O �0 o9ZQ�o�Doo mN-'m-n c7N0zO Om N C � O � O mNZ rn N CD w J n r ;un-Qrn d°'m C.z �W�90 0 m wDTO 0 r vyZZ �7DOa m v o2 zo M• S:ALegal\Our Documents\Real EstateADME\Spencer to Pockrus\Spencer to Pockrus TM Line Ordinance - ED Authorization for Timber Links.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE EASEMENT INTERESTS TO A 2.168 ACRE TRACT OF LAND SITUATED IN THE GIDEON WALKER SURVEY, ABSTRACT NO. 1330, CITY OF DENTON, DENTON COUNTY, TEXAS, AND OF THE REAL PROPERTY RECORDS OF DENTON COUNTY, TEXAS ("PROPERTY INTERESTS"), FOR THE PUBLIC USE OF, EXPANSION, CONSTRUCTION, MAINTENANCE, AND OPERATION OF AN ELECTRIC TRANSMISSION LINE, ANCILLARY FACILITIES AND STRUCTURES; AUTHORIZING THE CITY MANAGER, ACTING CITY MANAGER, OR HIS DESIGNEE, TO MAKE INITIAL AND FINAL OFFERS TO EXECUTE AN EASEMENT, BETWEEN THE CITY OF DENTON, TEXAS ("CITY"), AS GRANTEE, AND TIMBER LINKS APARTMENTS, LLC ("OWNER"), AS GRANTOR, TO ACQUIRE THE PROPERTY INTERESTS FOR THE TOTAL PURCHASE PRICE OF $93,060.00, AND OTHER CONSIDERATION; AUTHORIZING THE FILING OF EMINENT DOMAIN PROCEEDINGS TO ACQUIRE THE PROPERTY INTERESTS IF THE FINAL OFFER IS NOT ACCEPTED; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. [SPENCER TO POCKRUS TM LINE] WHEREAS, the City Council of the City of Denton ("City Council") after consideration of this matter, has determined that a public use and necessity exists for, and that the public welfare and convenience requires, the acquisition of the Property Interests by the City of Denton, Texas ("City"). The City Council finds that the acquisition of the Property Interests is a valid public use necessary for the expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures, approved by resolution of the City Council on January 5, 2016; WHEREAS, the City is required to make an initial offer as defined by, and in compliance with, Texas Property Code §21.0111 ("Initial Offer"), and a bona fide offer, as defined by, and in compliance with, Texas Property Code §21.0113 ("Final Offer") to acquire the Property Interests for public use, voluntarily, from the owner(s) before beginning the acquisition of the Property Interests by eminent domain; and WHEREAS, the City Council deems it necessary to authorize the City Attorney to initiate condemnation proceedings in order to acquire the Property Interests if an agreement cannot be reached with the owner(s) for the purchase of the Property Interests; NOW, THEREFORE, 900 THE COUNCIL OF THE CITY OF DENTON ORDAINS: Section I. The City Council ratifies, confirms and adopts the finding and recitals contained in the preamble to this Ordinance and further finds that the recitals made in the Preamble of this Ordinance are true and correct, and incorporates such recitals into the body of this Ordinance as if copied in their entirety. Section II. For the reasons and purposes set forth above, the City Council authorizes acquisition of easement interests to the real property more particularly described in the attached Exhibits "A" and "B", together with all necessary appurtenances, additions and improvements on, over, under, and through the same real property and including a waiver of surface use to the mineral estate (all being referred to in this Ordinance as "Property Interests"). Section III. The City Council approves and authorizes the use of eminent domain to acquire the Property Interests for the expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures, approved by resolution of the City Council on January 5, 2016. Section IV. The City Council authorizes the City Manager, or his designee, to negotiate for and to acquire the Property Interests from the owner(s) for the City, and to acquire the Property Interests in compliance with State and any other applicable law. Specifically, the City Manager, or his designee, in accordance with State and any other applicable law, is directed and authorized to (a) make an Initial Offer to the owner(s) of the Property Interests in the amount of $93,060.00 as just compensation for the Property Interests, with said amount being based on an amount determined by an independent fee appraisal obtained by the City; (b) if the Initial Offer is not accepted, make a Final Offer to the owner(s) of the Property Interests in the amount of $93,060.00 as just compensation for the Property Interests; and, (c) if the Final Offer is not accepted, to direct the City Attorney, or her designee, to file, or cause to be filed, against the owner(s) and interested parties of the Property Interests, proceedings in eminent domain to acquire the Property Interests. Section V. The City Council approves and authorizes, without further authorization from City Council, (a) the City Attorney, or her designee, to take any and all actions required to retain additional counsel to prosecute the proceedings in eminent domain to acquire the Property Interests; and (b) the payment, after approval by the City Attorney, or her designee, of all the attorney fees and costs associated with the prosecution of the proceedings in eminent domain to acquire the Property Interests. Section VI. The City Council approves and authorizes, without further authorization from City Council, the payment, after approval by the City Attorney, of all the costs associated with the acquisition of the Property Interests, including but not limited to the costs of purchases or, if necessary, eminent domain proceedings, relocation assistance expenses, appraisal fees, title policies/services, recording fees, court costs and expert witness fees. 901 Section VII. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. Section VIII. This Ordinance shall become effective immediately upon its passage. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY FEW APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 902 EXHIBIT "A" ELECTRIC EASEMENT Timber Links Apartments, LLC Tract BEING a 2.168 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330, City of Denton, Denton County, Texas, and being part of a called 19.132 acre tract of land described as Tract II in a Deed to Timber Links Apartments, LLC, as recorded in Document No. 2015-9810 of the Official Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a PK nail found for the Southwest corner of the above 19.132 acre tract, and being in the North line of Edwards Road, per the Final Plat of The Timbers at Denton, as recorded in Cabinet V, Page 412 of the Plat Records of Denton County, Texas, from which the Southwest corner of Lot 2 per said Final Plat bears South 87°25'28" East a distance of 157.07 feet; THENCE North 11'39'28" West departing the North line of said Edwards Road, and along the most Southerly West line of said 19.132 acre tract, for a distance of 97.60 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner at the POINT OF BEGINNING for the herein described easement; THENCE North 11'39'28" West continuing along the most Southerly West line of said 19.132 acre tract, for a distance of 319.26 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner, from which a 1/2 inch iron rod with cap stamped "Alliance" found for reference bears North 11'39'28" West a distance of 46.68 feet; THENCE North 01 °55'45" East departing the most Southerly West line of said 19.132 acre tract, for a distance of 198.09 feet to a 518 inch iron rod with cap stamped "TNP INC ESMT" set for corner at an angle point; THENCE North 01 °41'08" East for a distance of 899.02 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner an angle point; THENCE North 00°31'19" West for a distance of 6.65 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner in the most Westerly North line of said 19.132 acre tract and the South line of a called 1.440 acre tract of land per City Ordinance No. 2002-087, as recorded in Document No. 2002-124546 of the Real Property Records of Denton County, Texas; THENCE South 88°13'23" East along the most Westerly North line of said 19.132 acre tract and the South line of said 1.440 acre tract, passing a 112 inch iron rod found for the Southeast corner of said 1.440 acre tract and the Southwest corner of a called 1.822 acre tract of land described in a Lis Pendens Notice, No. ED-96-00723-C, as recorded in Document No. 96- 081818 of the Real Property Records of Denton County, Texas at a distance of 18.71 feet, and continuing along said line for a total distance of 75.06 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner, from which a 1/2 inch iron rod with cap stamped "COLEMAN RPLS 4001" found for the Southeast corner of said 1.822 acre tract and an interior ell corner of said 19.132 acre tract bears South 88°13'23" East a distance of 125.19 feet; THENCE South 00°31'19" East for a distance of 5.08 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner an angle point; THENCE South 01°41'08" West departing the South line of said 1.822 acre tract and the most Westerly North line of said 19.132 acre tract, for a distance of 900.63 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner at an angle point; THENCE South 01°55'45" West for a distance of 508.58 feet to the POINT OF BEGINNING, and containing 2.168 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1963 (North Central Zone; NAD83 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combination scale factor of 1.00015063 to scale from 'd to surface. Todd B. Turner, R.P.L.S. No. 4859 fir; ..O F •..;F P.rp\ S T ER •.f Teague Nall & Perkins .• �, 4P. y.,y 1517 Centre Place Drive, Suite 320 i' Denton, Texas 76205 ••`•'••••••'••"••RNER "'" TODD B. TURNER 940-383-4177 ••v•••••••••••••••••••+►°• TBPLS Firm No. 10011601 • 0 4859 ..r Date: March 3, 2016 �q'*OP'e s s o.-' � Date of Revision: June 28, 2016 •SURD OME13222 - Timber Links Apartments, LLC Easement Page 1 of 5 903 e o ° ' �A o00 O n bP'm mm �v&,-n* 0 Qju 5� v_mm t� R zv o0� v� -a n mvCE R o Go; n _c c 0Mr on oo�� °°gypp w G�aO �� r� o nv 3 •U (�� •�A O �AOS� o Z1 A v zee : A jjp,r p" OgoPO �n0O O�-yn p pnyVNjrm W o A � 42 (AZ 0 o O 99 (�rmxn 55 _ ------------ • CHAINLfNK FENCE CITY OF DENTON, TEXAS $ §O CALLED 0.257 ACRES T S� DOC. N0. 2008-123998 r v O.R.D.C.T. O c Imo A � T w ��aZ�6£' N r G) w O -z o Og•L6 '9 g MM8Z,6£ebp N S 07055'45" W 508 58' . . z_ ----`- ------, Aho- m -� S ® G)Z �a 03mn co) T Zm .,gam Z cn Z --Icq r=`'3oa� 3 r m vm N ..� ® �a �J Cad dSd z J o ° z � / 00 O �S200 / Oaf va m� °�m�\ /\ nm a� v'u, z� \ \ �Zo-IN, Zzm Z r N Z "I - -� a �n rw m z R \ cn o m) � ° ° DD� m O ry po D �Di'ro�0 U8 W \ N ° � m v-P0o0 o<�o \ z�Arrn �Pn T v °z" z rnn m om' oyo y :� '� •''" ;••STy z ! rn O A � N W +Q t o a i v R CD v°°i is 01, go ' N : o li m O ® c' m: o -I C Z 9 o'�•�y mop N oz o UU4 f > r n 5 O m Orp mA 4ayu OC�u� cn OZpZ ODm c)Dr ���(� �m$ +vWm0 Ozac 0� I cn� nNmm moo= °� �0r-oo 0 K r-0 8mo pwmDzo to %wos`� 0Oop �mn E a 3 o m OW gg � ��Y � o 0 'V o i n n / mjn m Z �NA 'ivy' f3 CNAINLINK FENCE art N 01 °55'4 E 198.09' Is n f Z m AIF �� CO) t.± D m !°-r-n o N �O, mN�k ,It Ila T60, m 0 m �� p R, p T 4f?MENT \ m / Qmrn �mm \ \ G) / 7-1�N-INZ \ m O ! ,m m p m Cr9 CD N °m �� N N Z�Al2, m .k O� n ' 'Ti2 a m�� i21 i .••59 Am m �Z-�o N a ;�••:R•.,� o: m m o vF oy D D to z ��W N:O Otn O) O~ Z � • y O� .y � n 1 ' A ' •Sd Q O �_ • " "� d oz fU o p F I s oFrn o mn I H on°rn=rr SOo Z amDZ n�ODor9 : 'x in� az rnq co -up(bap� mmrn -v -i c�p�-gyp oC)� a0 �~ 0- omai Vim= -4 m CO ��O I ~y m� n�mnO O �m �" �� n o e '--i < �m v3>mj �w 8 un� irr ESMr. °z (CAB. E, PG. 187) d3 cuom QHF m W �� —� SLINK FENCE --- � N 01 °41'08" E 899 02 W �� s m to m V. S 01 °41'08" W 900.63' m a im In C o�Ivb N �Zn :D v rn m on wa°oX v 0Zvo�o arm m (� m m20 ®N:�0m how-qz P O om n � O � so. m p Z n m m mp O iv r j zti N to CDTT 1 N ~ � x N Z��`" �k Z m A y 1 .'aa : o: ••RFgI o m rTr N P. rn D ~ 2 OAJ D r' .w 'D'•i�2 '�� 2nii 11 z y z'•CS, o o �n w N o Z CD 906 n OO-,D w a ozpz n r DW�O :x _o cm D O �o�n O p:-4 Vim= o m w -�G�M�O �6.21 �\ CJ - O n °m oXr- oo m T �XV�-' owae � -i W 0 � � � 03 gsuN � \�%\ 000 G� Z 8' UTILITY ESMT. (CAB. E, PG. 187) Molls v v rn 0 0 Ci �N III r r 00 m m �� :m 0",.W�N:O c^ • A ."5�+�y O \ \ \\\ � \ N z pno �3 \ to Z to � r. y c 1 5 N W m � p .L "� m V`� r N3yypc°j m N d j ? N I um mm ��o� c)� a oZ„l O ,•` m v M N co N m nOZm Zorn $. 60 0�1CA �_ now y ;ry�CjOyAQ N�° oz o o�^jyN� m D � m '{ O B�yx oax�m�a�d A v limo mm m H O< m 3 3 po A p oh A U 0®tzs0- 0®00 � � C 5 � o� m b A n p i T ° y O C 0 o A I c o frT1 rn I rn v m p O p ( y gp o y o p Z O O S Z m � C a N m m 3 g m n r m m 0m N I cps m N r m 0 co t' m CD it O fU 0 O �0 o9ZQ�o�Doo mN-'m-n c7N0zO 0m N C � O � O mNZ rn N CD w J n r ;un-Qrn d°'m C.z �W�90 0 m wDTO 0 r vyZZ �7DOa m v o2 zo 907 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY EASEMENT THE STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: THAT, Timber Links Apartments, LLC, a Delaware limited liability company (the "GRANTOR"), for and in consideration of Ten Dollars ($10.00), and other good and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a Texas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has granted, sold, and conveyed and by these presents does grant, sell and convey unto the GRANTEE perpetual, non-exclusive and unobstructed easements and rights of way (collectively, the "EASEMENT") for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and/or above ground electric transmission and electric distribution power and/or communication lines, not to exceed 138-kv, each consisting of a variable number of wires and cables, along with all necessary appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively referred to herein as the "FACILITIES"), in, on, over, under and across that certain real property situated in Denton County, Texas, being approximately 2.168 acres and being more particularly described in Exhibit "A" and illustrated in Exhibit "B" attached hereto and incorporated into this document by reference (the "EASEMENT PROPERTY"). GIZANTEE shall have the right of ingress, egress and regress in, on, over, under and across the EASEMENT PROPERTY for the purposes of and right to construct, maintain, operate, improve, reconstruct, reduce the size and capacity, repair, relocate, inspect, patrol, maintain, remove or replace 908 such FACILITIES within the EASEMENT PROPERTY as GRANTEE may from time to time find necessary along with all rights necessary or convenient for full use and enjoyment of the above grant,. GRANTEE shall have the right, at GRANTEE'S sole cost and expense, to trim or remove trees or shrubbery within said EASEMENT PROPERTY, to the extent, in the sole judgment of GRANTEE, necessary to prevent possible interference with the efficiency, safety and/or convenient operation of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. GRANTEE may further, at GRANTEE'S sole cost and expense, install gates in existing fences within such EASEMENT PROPERTY. GRANTOR shall not make changes in grade, elevation or contour of the EASEMENT PROPERTY or impound water within, over and/or across the EASEMENT PROPERTY without prior written consent of GRANTEE. GRANTOR, for itself, its successors and assigns, subject to the terms herein and detailed below, expressly reserves the right to occupy and use the EASEMENT PROPERTY for all other purposes that will not interfere with the GRANTEE'S full enjoyment of the EASEMENT and/or the exercise of GRANTEE's rights hereunder. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of buildings, structures, signs, or other obstructions of any kind ("UNPERMITTED STRUCTURES") on the EASEMENT PROPERTY. If any UNPERMITTED STRUCTURES are hereafter constructed or permitted by GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE, then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the reasonable actual costs of such removal. GRANTOR may, following written consent by GRANTEE, construct buildings, structures, or other facilities within the EASEMENT PROPERTY, where GRANTEE determines, in its sole discretion, such construction will not interfere with the safety or operation of the FACILITIES. GRANTEE acknowledges the EASEMENT granted herein is non-exclusive, subject to the rights herein granted. However, GRANTOR agrees not to assign further easement rights within the 2 909 EASEMENT PROPERTY to any other utility providers without the prior, written consent of GRANTEE. Upon written consent of GRANTEE, such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE under separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion of GRANTEE. The EASEMENT shall constitute a covenant running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and their respective successors and assigns. TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns, forever, and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto GRANTEE, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part hereof, by, through, or under GRANTOR, and not otherwise. WITNESS THE EXECUTION HEREOF on the day of , 2016. GRANTOR: TIMBER LINKS APARTMENTS, LLC, a Delaware limited liability company By: The Bascom Group, LLC its Governing Person M. David S. Kim, Director and Member Jerome A. Fink, Director and Member 3 910 THE STATE OF COUNTY OF This instrument was acknowledged before me on the day of , 2016, by David S. Kim as Director and Member of The Bascom Group, LLC, the Governing Person of TIMBER LINKS APARTMENTS, LLC, a Delaware limited liability company, and acknowledged to me that his signature is the act of the said partnership and that he executed the same on behalf of the said partnership and in the capacity therein stated. Notary Public, State of _ My commission expires: THE STATE OF COUNTY OF § This instrument was acknowledged before me on the day of , 2016, by Jerome A. Fink as Director and Member of The Bascom Group, LLC, the Governing Person of TIMBER LINKS APARTMENTS, LLC, a Delaware limited liability company, and acknowledged to me that his signature is the act of the said partnership and that he executed the same on behalf of the said partnership and in the capacity therein stated. AFTER RECORDING RETURN TO: City of Denton — Engineering Department Real Estate and Capital Support 901-A Texas Street, 2°d Floor Denton, Texas 76209 Attn: Paul Williamson Notary Public, State of _ My commission expires: 4 911 EXHIBIT "A" ELECTRIC EASEMENT Timber Links Apartments, LLC Tract BEING a 2.168 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330, City of Denton, Denton County, Texas, and being part of a called 19.132 acre tract of land described as Tract 11 in a Deed to Timber Links Apartments, LLC, as recorded in Document No. 2015-9810 of the Official Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a PK nail found for the Southwest corner of the above 19.132 acre tract, and being in the North line of Edwards Road, per the Final Plat of The Timbers at Denton, as recorded in Cabinet V, Page 412 of the Plat Records of Denton County, Texas, from which the Southwest corner of Lot 2 per said Final Plat bears South 87°25'28" East a distance of 157.07 feet; THENCE North 11 °39'28" West departing the North line of said Edwards Road, and along the most Southerly West line of said 19.132 acre tract, for a distance of 97.60 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner at the POINT OF BEGINNING for the herein described easement; THENCE North 11°39'28" West continuing along the most Southerly West line of said 19.132 acre tract, for a distance of 319.26 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner, from which a 1/2 inch iron rod with cap stamped "Alliance" found for reference bears North 11'39'28" West a distance of 46.68 feet; THENCE North 01 °55'45" East departing the most Southerly West line of said 19.132 acre tract, for a distance of 198.09 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner at an angle point; THENCE North 01°41'08" East for a distance of 899.02 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner an angle point; THENCE North 00°31'19" West for a distance of 6.65 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner in the most Westerly North line of said 19.132 acre tract and the South line of a called 1.440 acre tract of land per City Ordinance No. 2002-087, as recorded in Document No. 2002-124546 of the Real Property Records of Denton County, Texas; THENCE South 88'13'23" East along the most Westerly North line of said 19.132 acre tract and the South line of said 1.440 acre tract, passing a 112 inch iron rod found for the Southeast corner of said 1.440 acre tract and the Southwest corner of a called 1.822 acre tract of land described in a Lis Pendens Notice, No. ED-96-00723-C, as recorded in Document No. 96- 081818 of the Real Property Records of Denton County, Texas at a distance of 18.71 feet, and continuing along said line for a total distance of 75.06 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner, from which a 1/2 inch iron rod with cap stamped "COLEMAN RPLS 4001" found for the Southeast corner of said 1.822 acre tract and an interior ell corner of said 19.132 acre tract bears South 88'13'23" East a distance of 125.19 feet; THENCE South 00°31'19" East for a distance of 5.08 feet to a 518 inch iron rod with cap stamped "TNP INC ESMT" set for corner an angle point; THENCE South 01°41'08" West departing the South line of said 1.822 acre tract and the most Westerly North line of said 19.132 acre tract, for a distance of 900.63 feet to a 5/8 inch iron rod with cap stamped "TNP INC ESMT" set for corner at an angle point; THENCE South 01°55'45" West for a distance of 508.58 feet to the POINT OF BEGINNING, and containing 2.168 acres of land, more or less. NOTE. Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (COBS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combination scale factor of 1.00015063 to scale from ' to surface. Todd B. Turner, R.P.L.S. No. 4859 . F •..rF Teague Nall & Perkins �sTe,gfos y 1517 Centre Place Drive, Suite 320 `°� •�' Denton, Texas 76205 "" ;D W........... E'•• 7OOD B. TURNER 940-383-4177 ..y.....................p•• TBPLS Firm No. 10011601 ;° 4859 Pi Date: March 3, 2016 9 .;ems% y0 Date of Revision: June 28, 2016 MD SURv� DME13222 - Timber Links Apartments, LLC Easement Page 1 of 5 912 e < � 0 9�ME, r 00 n v TJv b vMmm �-4 0'Uw�'o nG�rzm rnnmm � 0— � zv OrD-v C� ` Ozmo s _ O �O a =c DxmO Ao:�- n� -sC cArnb r�70 lPNT0 -o d ;� 0 rr��11 Ay�k z= p Oao 00 fir% m _p r Or N3oche� �G700 :-I�Z1p Vm� QO �70�A- y SP a w�D i VZ��y0 p ;r O i p p m 11 Z T n m�X 0 • 'n CMNUNK FENCE CITY OF DENTON, TEXAS CALLED 0,257 ACRES T DOC. NO. 2008-123998 O.R.D.C.T. Imo 3 0 v o Z og.ls N �9Z g�£M g a M Mgz'gg, b b S 01 055'45" W 508.58, to z _ ---------INtI m 1 I W T _ — -- _i a. h Z fn r z o z3 'N Z ® i ` :....:.::.:.:��y�� o Ao 09 -41 Z yO O om —\ Oa m ^ m�'\ /\ nm D� �pzm \ \ �o���m Z Z N i Z A s rr m M Z \ N rn n o N po m �vmmm v�c�n0 2 rn n :-I ' npr m 0G)ODr.� \ o � �m 2 Q z°v ��p o�c� nz H Nz � Rn -- --i ? m �.,..e ••S 9 zz m c pm N O �o d �o •R��t^ JCD v ~ 2 00 m a jCl,*)jW Alb NCO 11 O _ rr d N Wo 913 ze r z C) n r n Ow OMvv. 0nmK pWm� Oo�� Ozoc �0� �mcn� nNrnm s �� DotN�p2 / y� nC)wp �oXrr- %p �� (� � w� .�5� � 0 I -' r n 8mo On jj, voiaz 0 / �(� m w 3 = 0 n o l 0 ��0 �65 'J 9 ` rnRD D o aowuv 90 �� ( �� ��j��O�r)O wy �D�O co co D ^?� wu{ rm r Z m iR m m .Q is / fAKr .aQOOt- C -�.t� po5 1 Z t7 non m 4 u N y ° p z 60" o \ DRQ& \ C R o PG ?MFHT \ \ 4' o ma \ t m / ���� m \ rnQ ow'C�zh \ \ G)z / C)ow-Iz_ o� A=o \ rrN � ®m n rn D D N n z�rn rn w • S O Z Como NWd•o?RFq� �y ~ 2 00 r; M L7z ��w:niO Oto Fo ao O �_ ` ••� to t o Z 0 2 m m 0 ri O N 0 914 i e n 0 ?D I 6✓ nr w n rn I nWDr ho r r) U W o v m w Z O �u G sn z �NQ) m �aGj n W fD'—Q o�o�m o D ' o�m�D o co Q cl)Mj �W8mo O°pCr�m4>"a0 c C wn C r I�I s a.8' UTILITY ESMr. °z ~ I ' (CAB. E, PG. 187) -� 8aae m o • —` Z'WgRLK FENCE --- -- _ o .r t ft IN __ WOOD FENCE '� s N 01 °41'08" E 899.02 Im a �"'ra, �r m £ m S 01 041'08" W 900.63' 0 D� pz ��m-i �p Imo (N� cn m mzo p y n a "0" \ \ yFyo m m •,po ����\ G) o r N J ri \ CD co 00 co z m m -.,.:o a S R�q A o m m z o CD :v. rT, .y O .A:m' N:O 6nim `' �rzc�o�NIcODn• mZ ~ T ry oz o 915 K n c > r co � � m p"o 0,n w -myo mx -4>m v 00 Jm x' • �0 \ to PD Z -1 p� ISM m m �Pm m \ mm m-im0 G� z o OZ3? O G) m)t- m °= N rn a�mso) o�om 2 ZJ rn n � � � = 3 oy�o oo, ♦/ zmmy �~ pz 0 yak�Ic�NX m y 1 C Z 0!� g 8 X°A 2 O A O A V D ]l O®tea ®®®• I K o E a s g o A 1�o�3yZ68S 0 s A 0 o ° m m Zg C,m mv a m o m cvgyyy CpOm (t 0 A Z mF _ 0 m m W N o Z = z O '�4 m Z O z fi m N N r m < m 0 r m Q 0 u O ry 0 00\ ;2 \ n o�Z D -Oop0o MN-�m-n po zp b7 opm m N z w 0 r D ;unmprn �u P,- m p tCD C�' Z � ;z � co 8CO M wn°o �rnb o�o cGimn m ix m Amy -n m 916 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1450, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Engineering Services CM/ ACM: Jon Fortune Date: November 8, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of various permanent easements and temporary construction easements generally located along FM Highway 2181 (Teasley Lane), the limits of which being bounded to the north by Lillian Miller Parkway and to the south by the Redbud Drive entrance to Hickory Creek Mobile Home Park and being situated in the J. C. Baker Survey, Abstract No. 47, the A. E. Cannon Survey, Abstract No. 232, the J. Fisher Survey, Abstract No. 421, the S. Hembrie Survey, Abstract No. 643, the B. Merchant Survey, Abstract No. 800, the C. Poullalier Survey, Abstract No. 1006, the E. Pickett Survey, Abstract No. 1018, the S.A. Venters Survey, Abstract No. 1315, and the W.E. Penley Survey, Abstract No. 1729, City and County of Denton, Texas, and with the use, purpose and legal descriptions of each easement being more particularly described in the attached Exhibit "A" (the "Property Interests") to the ordinance; authorizing the City Manager and City Attorney, or their respective designees, to acquire the property interests by agreement including making all offers required by law; authorizing the use of the power of eminent domain to condemn the property interests if an agreement cannot be reached; and authorizing the City Attorney, or her designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; makings findings; providing a savings clause; and providing an effective date. (FM Highway 2181 Utility Relocations project) BACKGROUND The Texas Department of Transportation (TxDOT) is widening FM 2181, beginning at Lillian Miller Parkway and extending south approximately 3.5 miles to the Redbud Drive entrance of Hickory Creek Mobile Home Park. The project will widen the roadway from a two-lane rural section to a six -lane divided arterial section. TxDOT has scheduled the widening project to be bid in August 2017; but, hopes to bid it earlier. Ninety -Five percent (95%) plans for the roadway project have been distributed to the affected utility providers; some of whom are already relocating their utilities. City of Denton water, wastewater and electric utility lines must also be relocated out of conflict with the proposed TxDOT improvements. In order to meet the schedule of the highway widening project, it is staff s intent that City of Denton water and wastewater utility relocations will be incorporated into TxDOT's roadway construction project bid, since there is not enough time to complete plans, obtain easements and construct the utility relocations prior to TxDOT's roadway construction beginning. The contemplated electric utility relocations will be performed by DME personnel. Norfleet Group LLC, a land rights procurement company, in collaboration with City staff is actively assembling and presenting Offer to Purchase packages for the landowners, in which the City is seeking to acquire the City of Denton Page 1 of 3 Printed on 7/2/2021 powered by LegistarT" 917 File #: ID 16-1450, Version: 1 various easements necessary for the water, sanitary sewer and electric infrastructure relocations. Staff makes every effort to successfully negotiate easement purchases with landowners in a fair and equitable manner and to the best interests of all parties involved. In the event that negotiation efforts fail and an impasse is reached with a given landowner, in order to avoid delay or loss of the road project funding, this ordinance will authorize staff to acquire the necessary easement rights via the exercise of eminent domain, with the land owner being compensated in accordance with state law. OPTIONS 1. Approve ordinance for easement acquisitions. 2. Decline to approve ordinance for easement acquisitions. 3. Table for future consideration. RECOMMENDATION Staff recommends approval of the ordinance. ESTIMATED SCHEDULE OF PROJECT The City must complete design and easement acquisitions by the end of May 2017, to allow TxDOT to meet their schedule of bidding the project in August 2017. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The subject matter is slated for review and consideration by the Public Utilities Board on November 7, 2016. FISCAL INFORMATION Water Utilities project account number 630081523.1360.30200, Wastewater Utilities project account number 640052541.1360.30200, and Electric Utilities project account number 603919500.1365.3200 will be utilized for this project. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.1 Optimize resources to improve quality of City Roadways EXHIBITS 1. Location Map 2. Site Maps 3. Recommended Motion City of Denton Page 2 of 3 Printed on 7/2/2021 powered by Legistar' 918 File #: ID 16-1450, Version: 1 4. Ordinance Respectfully submitted: John T. Davis Director Engineering Services Prepared by: Doreen E. Blackstone Real Estate Analyst City of Denton Page 3 of 3 Printed on 7/2/2021 powered by LegistarTI 919 Location Map EXHIBIT 1 attachment to AIS . ............ .... Major —Roads Centerline DENTON E,gi..�u Real E-ft .d C,pg S.it,l Support Work Zone 0 M0 1,300 2,600 DENT0192 �F- I I EXHIBIT 2 attachment to AIS PARCEL9C KATZMAR -4 P A R C E L • A MYX YX F I I F, i lop; 4w LEGEND: PERM.EASEMENT TEMP. EASEMENT lip..PARCEL 10A DBC SUNDOWN INV.,LP IR "Al _J7 FM 2181 IW' a V.-., r (PAGE 1 of 8) 921 EXHIBIT 2 attachment to AIS Or 4k // .. LEGEND: TEMP. EASEMENT ILPO ir I t,Aw t � ,.� • j 1 a� ,.PARCEL 17 p ,cGORDON MERIDITHlid < ��® Al PARCEL 19 f " RULZ FAMILY J. PARCEL 21 A & a RICHARD E. WEST 00, loll r t $ FM 2181 hi�e s \ ' (PAGE J 922 EXHIBIT 2 attachment to AIS .` LEGEND: - - E• �.` PERM.EASEMENT { TEMP.EASEMENT r , fl Ilk Pw ry PARCEL 32 'DENTON WEST JOINT VENTURE T NL y �o • t FM 2181 923 EXHIBIT 2 attachment to AIS 1W W- WRIM lip 1 r� 'PARCEL 37 A VMY PROPERTIES t.- J ILI -16 LEGEND: PERM. EASEMENT TEMP. EASEMENT son FM 2181 (PAGE 4 of 8) 924 EXHIBIT 2 attachment to AIS a jai'! 4 7 1 ■ 7� � 1 ir V ` "PARCEL40A .=_. WHEELER RIDGE ';�&4, - HOMEOWNERS r . *ss 0 Cr .• vim. ■1• � —4 Mir LLEGENTD r �� RM.EASEMENTPARCEL43MP. EASEMENT 1 k 'LEXINGTON t MEDICAL PARK FM 2181 (PAGE 5 .: 925 EXHIBIT 2 attachment to AIS f- LEGEND: PERM. EASEMENT TEMP. EASEMENT , - Av- � 1 PARC"DEL 48A� HICKORY CREEK PLAZA ? T .III ®!t kL It =� w -, 5 ` FM 2181 926 EXHIBIT 2 attachment to AIS L 0 - lm&O wv:=AM; I AMIPV SW qR N It PERKEASEMENT TEMP. EASEMENT FM 2181 (PAGE 7 of 8) 927 EXHIBIT 2 attachment to AIS -1,'� 1 4 LEGEND. PERM.EASEMENT TEMP.�. y EASEMENT v �n T? rw p PARCEL 70 Y17: HILLCREST NORTH ' PARCEL 83 o PROPERTIES LLC���� YES COMPANIES, LLCt06— L ml� PARCEL 74 & 75 MARK & VICKI LANDS' T t- \^ � 41 PARCEL 84 KAREN ELAINE MARTIN SUPPLEMENTAL NEEDS TRUST _ E PARCEL 82 - AUDRIAN LEE BRYAN SUPPLE MENTAL NEEDS Fr TRUST FM 2181 928 EXHIBIT 3 attachment to AIS I►VA fall Y r�L�l City Council Agenda Item ID 16-1450 (FM Highway 2181 Utility Relocations project) November 8, 2016 "I move that the City of Denton, after having made the offers required by State law, use of the power of eminent domain, if needed, to acquire the necessary easements as defined as the Property Interests in the ordinance now under consideration, consisting of various tracts along FM Highway 2181, the limits of which being bounded to the north by Lillian Miller Parkway and to the south by the drive entrance to Hickory Creek Mobile Home Park, City of Denton, Denton County, Texas, and being more particularly described on Exhibit "A" to the ordinance now under consideration and on the overhead screens, now being displayed to the audience, all of which are for a valid public use, necessary to provide for the construction, operation, and maintenance of both the municipal water system improvements, municipal sanitary sewer system improvements, and municipal electric improvements necessary for the FM Highway 2181 Utility Relocations project." 929 S:ALegal\Our Documents\Ordinwices\16\FM 2181 Utility Relocations Ordinance -Authorization for Offers ED.doex EXHIBIT 4 attachment to AIS ORDINANCE NO. 2016 - AN ORDINANCE OF THE CITY OF DENTON DETERMINING THE PUBLIC USE, NEED, AND NECESSITY FOR THE ACQUISITION OF VARIOUS PERMANENT EASEMENTS AND TEMPORARY CONSTRUCTION EASEMENTS GENERALLY LOCATED ALONG FM HIGHWAY 2181 (TEASLEY LANE), THE LIMITS OF WHICH BEING BOUNDED TO THE NORTH BY LILLIAN MILLER PARKWAY AND TO THE SOUTH BY THE REDBUD DRIVE ENTRANCE TO HICKORY CREEK MOBILE HOME PARK AND BEING SITUATED IN THE J. C. BAKER SURVEY, ABSTRACT NO. 47, THE A.E. CANNON SURVEY, ABSTRACT NO. 232, THE J. FISHER SURVEY, ABSTRACT NO. 421, THE S. HEMBRIE SURVEY, ABSTRACT NO. 643, THE B. MERCHANT SURVEY, ABSTRACT NO. 800, THE C. POULLALIER SURVEY, ABSTRACT NO. 1006, THE E. PICKETT SURVEY, ABSTRACT NO. 1018, THE S.A. VENTERS SURVEY, ABSTRACT NO. 1315, AND THE W.E. PENLEY SURVEY, ABSTRACT NO. 1729, CITY AND COUNTY OF DENTON, TEXAS, AND WITH THE USE, PURPOSE AND LEGAL DESCRIPTIONS OF EACH EASEMENT BEING MORE PARTICULARLY DESCRIBED IN THE ATTACHED EXHIBIT "A" (THE "PROPERTY INTERESTS"); AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY, OR THEIR RESPECTIVE DESIGNEES, TO ACQUIRE THE PROPERTY INTERESTS BY AGREEMENT INCLUDING MAKING ALL OFFERS REQUIRED BY LAW; AUTHORIZING THE USE OF THE POWER OF EMINENT DOMAIN TO CONDEMN THE PROPERTY INTERESTS IF AN AGREEMENT CANNOT BE REACHED; AND AUTHORIZING THE CITY ATTORNEY, OR HER DESIGNEE, TO FILE EMINENT DOMAIN PROCEEDINGS IF NECESSARY; AUTHORIZING THE EXPENDITURE OF FUNDING; MAKINGS FINDINGS; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. (FM Highway 2181 Utility Relocations project) WHEREAS, the City Council of the City of Denton ("City Council") after consideration of this matter, has determined that a public use and necessity exists for, and that the public welfare and convenience requires, the acquisition of the Property Interests by the City of Denton, Texas ("City"). The City Council finds that the acquisition of the Property Interests is a valid public use necessary to provide the installation and relocation of municipal utilities relating to the FM Highway 2181 Utility Relocations project to serve the public and citizens of the City. WHEREAS, the City is required to make an initial offer as defined by, and in compliance with, Texas Property Code §21.0111 ("Initial Offer"), and a bona fide offer, as defined by, and in compliance with, Texas Property Code §21.0113 ("Final Offer") to acquire the Property Interests for public use, voluntarily, from the subject landowner(s) before beginning the acquisition of the Property Interests by eminent domain. WHEREAS, independent professional appraisal reports of the Property Interests will be submitted to the City as required by Chapter 21 of the Texas Property Code, and the City Manager or his designee will establish a certain amount determined to be just compensation for the individual subject easements based on the appraisal and fair market value of the easements and any applicable fees necessary to acquire the subject easements which compose the Property Interests; and 930 WHEREAS, the City Council deems it necessary to authorize the City Attorney to initiate condemnation proceedings in order to acquire the Property Interests if an agreement cannot be reached with the subject landowner(s) for the purchase of the Property Interests; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON ORDAINS: Section I. The City Council finds that the recitals made in the preamble of this Ordinance are true and correct, and incorporates such recitals into the body of this ordinance as if copied in their entirety. Section II. The City Council authorizes acquisition of the Property Interests, as more particularly described in Exhibit "A", which is attached hereto and incorporated herein, for the reasons and purposes set forth above together with all necessary appurtenances, additions and improvements on, over, under, and through the Property Interests. Section III. The City Council authorizes the City Attorney, or her designee, to negotiate for and to acquire the required property rights in the Property Interests for the City, and to acquire these rights in compliance with State and any other applicable law. The City Attorney, or designee, is specifically authorized and directed to do each and every act necessary to acquire the needed property rights in the Property Interests including, but not limited to, the authority to negotiate, give notices, make written offers to purchase, prepare contracts and conveyance documents, to retain and designate a qualified appraiser of the Property Interests to be acquired and any other experts or consultants that she deems necessary for the acquisition process, to retain qualified outside litigation counsel as needed, and, if necessary, to institute and conduct all parts of the proceedings in eminent domain in accordance with the laws and procedures of the State . Section IV. The City Manager, or his designee, is appointed as negotiator for the acquisition of the needed Property Interests and, as such, the City Manager, or designee, is authorized and directed to do each and every act and deed specified or authorized by this Ordinance, subject to the availability of funds appropriated by the City Council for such purpose. The City Manager, or designee, is specifically authorized to establish and make offer(s) of just compensation for the acquisition of the Property Interests to the landowner(s) of the Property Interests in accordance with State and any other applicable law. If an agreement as to damages or compensation cannot be reached then the City Attorney, or designee, is authorized and directed to file or cause to be filed, against the subject landowner(s) and interested parties of the Property Interests, proceedings in eminent domain to acquire the Property Interests. Section V. It is the intent of the City Council that this Ordinance authorize the condemnation of all property required for the installation and relocation of municipal utilities relating to the FM Highway 2181 Utility Relocations project for public uses to serve the public and citizens of the City. This project is generally located along FM Highway 2181 (Teasley Lane), the limits of which being bounded to the north by Lillian Miller Parkway and to the south by the drive entrance to Hickory Creek Mobile Home Park and being situated in the J.C. Baker Survey, Abstract No. 47, the A.E. Cannon Survey, Abstract No. 232, the J. Fisher Survey, Abstract No. 421, the S. Hembrie Survey, Abstract No. 643, the B. Merchant Survey, Abstract No. 800, the C. Poullalier Survey, Abstract No. 1006, the E. Pickett Survey, Abstract No. 1018, the S.A. Venters 931 Survey, Abstract No. 1315, and the W.E. Penley Survey, Abstract No. 1729, City and County of Denton, Texas. Section VI. If it is determined that there are scrivener errors in the descriptions contained herein or if later surveys contain more accurate revised descriptions, the City Attorney or her designee is authorized to have such errors corrected or revisions made without the necessity of obtaining a new City Council Ordinance authorizing condemnation of the corrected or revised property. Section VII. In the event that Special Commissioners appointed by the Court during condemnation proceedings return an award that is the same amount or less than the amount offered by the City for just compensation, the City Attorney is hereby authorized to settle the lawsuit for that amount. Section VIII. Following an award by the Special Commissioners, the City Finance Director is hereby authorized to issue a check from the appropriate fund in an amount not to exceed the Special Commissioners' award payable to the County Clerk of Denton County to be deposited in the registry of the Court to enable the City to take possession of the subject easement without further action of the City Council. Section IX. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. Section X. This Ordinance shall become effective immediately upon its passage. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 932 Exhibit "A" attachment to ordinance 1 of 78 "Property Interests" FM Highway 2181 Utility Relocations Project Project limits being bounded to the north by Lillian Miller Parkway and to the south by the drive entrance to Hickory Creek Mobile Home Park Property Ownership Roster / Easement Acquisitions Denton, Texas Owner DCAD Project Parcel # Easement Type Situs Address Parcel to be acquired No. 3005 N. Manor Court Carol A. Amyx 165540 9A - 0.0115 ac. sanitary sewer 9A - 0.0231 ac. temporary construction 3001 N. Manor Court James D. Katzmark 165539 9C - 0.0018 ac. sanitary sewer 9C - 0.0037 ac. temporary construction 3000 Sundown Blvd. DBC Sundown Investments, L.P. 278257 10A - 0.0233 ac. temporary construction 3354 Teasley Lane Gordon Meredith 33095 17 - 0.1119 ac. water & sanitary sewer 17 - 0.0437 ac. temporary construction 3490 Teasley Lane Rulz Family, Ltd. 233006 19 - 0.0281 ac. water & sanitary sewer 3494 Teasley Lane Richard E. and Janice J. West 33082 21 - 0.0519 ac. water & sanitary sewer 3900 Teasley Lane Denton West Joint Venture 40176 32 - 0.1217 ac. water & sanitary sewer 32 - 0.0262 ac. temporary construction 3969 Teasley Lane VMY Properties, LLC 134946 37 - 0.1279 ac. water & sanitary sewer 37 - 0.2567 ac. temporary construction 6008 Bareback Lane Wheeler Ridge Homeowner's 275195 40A - 0.0665 ac. sanitary sewer Association 40A - 0.0050 ac. temporary construction 40A - 0.0528 ac. temporary construction 4400 Teasley Lane Lexington Medical Park, LLC 334697 43 - 0.0196 ac. water & sanitary sewer 43 - 0.0077 ac. temporary construction 5001 Teasley Lane Hickory Creek Plaza, LLC 584977 48A - 0.0193 ac. water & sanitary sewer 5353 Teasley Lane Blankme er Property, LLC 563251 57 - 0.6142 ac. temporary construction 9067 Teasley Lane Hillcrest North Properties, LLC 662224 70 - 0.1073 ac. water, sanitary sewer & electric 662223 70 - 0.0257 ac. temporary construction 9085 Teasley Lane Mark Lands & Vicki Lands 176547 74-75 - 0.1873 ac. water, sanitary sewer & electric 37648 74-75 - 0.1258 ac. temporary construction 9096 Teasley Lane Audrian Lee Bryan 563344 82 - 0.1237 ac. water & sanitary sewer (split) Supplemental Needs Trust 82 - 0.0925 ac. temporary construction 9100 Teasley Lane Yes Companies, LLC 152150 83A - 0.0015 ac. water & sanitary sewer 83A - 0.0292 ac. water & sanitary sewer 83A - 0.0063 ac. water & sanitary sewer 83A - 0.0132 ac. temporary construction 83A - 0.0360 ac. temporary construction 83A - 0.0275 ac. temporary construction 9096 Teasley Lane Karen Elaine Martin 152154 84 - 0.1106 ac. water & sanitary sewer (split) Supplemental Needs Trust 84 - 0.1542 ac. temporary construction 933 Exhibit "A" attachment to ordinance 2 of 78 PARCEL 9A -- AMYX — EXHIBIT "A" Being a 0.0115 acre tract of land situated in the Cyprian Poullalier Survey, Abstract No. 1006, City of Denton, Denton County, Texas, said 0.0115 acre tract of land being a portion of LOT 35, BLOCK 1, BENTOAKS an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet I, Slide 120, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.0115 acre tract of land being a portion of that certain tract of land conveyed to CAROL A. AMYX by deed recorded in Document No. 05-99840, Deed Records, Denton County, Texas (D.R.D.C.T.), said 0.0115 acre tract of land being a 4 feet wide Permanent Sanitary Sewer Easement and being herein more particularly described by metes and bounds as follows: BEGINNING at the southeast lot corner of said Lot 35, same being the northeast lot corner of Lot 36, Bentoaks, said beginning point being on the west lot line of Lot 37, Block 1, Bentoaks, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet D, Slide 276, P.R.D.C.T., from said beginning point a "Y" cut in concrete found at the Southeast lot corner of Lot 36, of said Bentoaks (1/120) bears South 020 42' 59" East, a distance of 80.00 feet, said beginning point also having a grid coordinate of N: 7,112,407.16 and E: 2,392,701.50; THENCE South 87' 17' 0 1 " West, along the south lot line of said Lot 35 and along the north lot line of said Lot 36, a distance of 4.00 feet; THENCE North 020 42' 59" West, departing the said lot lines, along a line 4 feet west of and parallel with the east lot line of said Lot 35, a distance of 125.65 feet to the north lot line of said Lot 35, same being a south lot line of Lot 34, of said Bentoaks (I/120); THENCE North 880 30' 53" East, along the said lot lines, a distance of 4.00 feet to the northeast lot corner of said Lot 35, same being the most southerly northeast lot corner of said Lot 34, of Bentoaks (1/120), same being also on the said west lot line of Lot 37, of Bentoaks (D/276); THENCE South 02' 42' 59" East, along the said lot line and along the east lot line of said Lot 35, a distance of 125.57 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0115 acre (502 square feet) of land. NOTE: Bearings are referenced to the Texas State Plane Coordinate System, NAD-83, North Central Zone 4202. NOTE: Plat to accompany this legal description. Parcel 9A — AMYX — Exhibit "A" Page 1 of 3 SPOONER Am) Assomns, INc, 309 BYERS STREm*, # 100. Euuss, TEXAS 76039 —PH. 817-685-8448 — rsPOONER@sPOONIaRsuR VGVORS.cOM — S&A # 16-004 934 Exhibit "A" attachment to ordinance 3 of 78 PARCEL 9A - AMYX — EXHIBIT "A" (Continued) I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Guaranty Company, having an effective date of 6/15/2016, issued 6/29/2016, GF #2027-192793-RU, affecting the subject property. t� OF T �p w�5 Tfq�,o 9 . ............ ERIC S. SPOONER ....... ......... 5922 p Clf'.r S S I �� Q Surveyors Name: Eric S. Spooner �S u R� Registered Professional Land Surveyor, Texas No. 5922 Spooner and Associates, Inc. Texas Board of Professional Land Surveying No. 10054900 Date of Survey: 05/ 19/2016 PARCEL 9A — AMYX — EXHIBIT "A-1" 10e. The following easements and/or building lines, as shown on plat recorded in Cabinet I, Slide 120, Plat Records, Denton County, Texas: 25' building line along the front property line(s). (Subject to but not shown on exhibit. Not pertinent to project) 20' private access, utility and communications easement along the North/rear property line(s). (Does not affect) 12' private access easement along the East property line(s). (Affects as shown) 8' X 25' utility easement in the Northwest and Southwest corner of subject property. (Does not affect) Parcel 9A — AMYX — Exhibit "A" Page 2 of 3 SPOONER ANO ASSIX'IATfs, INC. 309 BYERS STREET. #I00. EuI.P_Ss. TEXAS 76039— PH. 817-685-8448—i_SP(X)NI:R@SMH)NI:RSURVI:YORS.COM—$&A #16-004 935 Exhibit "A" attachment to ordinance 4 of 78 EX. 24' PRIVATE ACCESS MAP OF EXHIBIT "A In & UTILITY EASEMENT SEE ATTACHED LEGAL DESCRIPTION ON CAB. D, PG. 276 PAGE 1 OF EXHIBIT "A" HEREIN P.R.D.C.T. o LOTLINE N88 3053 E 4.00' I I w I I I ? I I I o I I I J I or 0� v CAROL A. AMYX DOC. NO. 05-99840, D.R.D.C.T. LOT LINE LOT 36, BLOCK I BENTOAKS CABINET I, SLIDE 120 P. R. D. C. T. LOT 37, BLOCK 1 4' i BENTOAKS CABINET D, SLIDE 276 P.R. D. C. T. ---I I Li I I I I EX. 24' PRIVATE ACCESS EASEMENT I CAB. D, PG. 276 N I P.R.D.C.T. I NI ( I >I 77N I I I I EXHIBIT "A" 4'WIDE S87° 1 T01 4. I I BEARINGS SHOWN HEREIN ARE BASED ON A L OCAL PLANE MODIFIED FROM NAD83(2011), TEXAS STATE PLANE GRID, TEXAS NORTH CENTRAL, ZONE 4202. LOT 35, BLOCK 1 I z BENTOAKS I I CABINET I, PAGE 120 P. R. D. C. T. I I I I I I I I I I I I I I i I POINT OF I I I .,W 00, I II I 1 SPOONER& ASSOCIATES RLGISIERIDR20FESSIC MLANDSAZJEYCFS 3M BYERS STREET, SUITE 100, a ESS, TEXAS76039 (817)U15,- 8 V01M.SPOONERSURVEYORS.COM TBPLS RRM NO.10054900 PARCEL 9A •- EXHIBIT "A" CITY OF DENTON FM 2181 UTILITY RELOCATION PROPERTY: LOT 35, BLOCK 1, BENTOAKS LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 0.2355 ACRES PLATTED 16-004 FM 2181 ESMT.dwg DATE.v05/18/2016VVY I CHECKED BY.` E.S.S. PAGE 3 OF 3 I I I I I I— 12' I I I BEGINNING N: 7,112,407.16 I E: 2, 392, 701.50 O I (GRID COORDINATE) U. ~O � Z'O _' I v 1-•LLi I o U• PERMANENT SANITARY SEWER EASEMENT -0.0115 ACRES(502 SQ. FT.) (SHADED) o LLALgER SURVEY c,�/pG�lAS TR C r oM 100o6 AQ�i�G�Q 0 10, 20' GRAPHIC SCALE IN FEET V=20' w . it T E O.F. T I A'P�C�G\♦ STER�F.f Cl) - Q- O N ERIC S. SPOONER ............ .. .... ... ... �1JL v. ,cF 1 p?P 0 9- Exhibit "A" attachment to ordinance 5 of 78 PARCEL 9A — AMYX — EXHIBIT "B" Being a 0.0231 acre tract of land situated in the Cyprian Poullalier Survey, Abstract No. 1006, City of Denton, Denton County, Texas, said 0.0231 acre tract of land being a portion of LOT 35, BLOCK 1, BENTOAKS, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet I, Slide 120, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.0231 acre tract of land being a portion of that certain tract of land conveyed to CAROL A. AMYX by deed recorded in Document No. 05-99840, Deed Records, Denton County, Texas (D.R.D.C.T.), said 0.0231 acre tract of land being a 8 feet wide Temporary Construction Easement and being herein more particularly described by metes and bounds as follows: BEGINNING at a point on the south lot line of said Lot 35, same being the north lot line of Lot 36, of said Bentoaks, from said beginning point the southeast lot corner of said Lot 35 bears North 87' 17' 01" East, a distance of 4.00 feet, said beginning point also having a grid coordinate of N: 7,112,406.97 and E: 2,392,697.51; THENCE South 87' 17' 0 1 " West, along the said lot lines, a distance of 8.00 feet; THENCE North 020 42' 59" West, departing the said lot lines, a distance of 125.83 feet to the north lot line of said Lot 35, same being a south lot line of Lot 34, of said Bentoaks; THENCE North 880 30' 53" East, along the said lot lines, a distance of 8.00 feet to a point from which the northeast lot corner of said Lot 35 bears North 88' 30' 53" East, a distance of 4.00 feet; THENCE South 02' 42' 59" East, departing the said lot lines, over and across said Lot 35, a distance of 125.65 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0231 acre (1,006 square feet) of land. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. *SURVEYORS CERTIFICATE* I DO HEREBY CERTIFY THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. Eric S. Spooner, R.P.L.S. Spooner & Associates, Inc. Texas Registration No. 5922 TBPLS Firm No. 10054900 �P STERfp 9 y * t!' ERIC S. SPOONER 2 Parcel 9A - Amyx - Exhibit "B" Page 1 of 2 $P(X)NER AND A.SSOCIA'r-FS. INC. 309 BYFRS S'IREFF. # 100. Euu--is. TEXAS 76039 — PH. 81 7-685-8448 — FSP(X)NCR @SPOONF:RSURVEYORS.COM — S&A #) 6-004 937 Exhibit "A" attachment to ordinance 6 of 78 MAP OF EXHIBIT 'B EX. 24' PRIVATE ACCESS _ - - - - - - - - - - - - - & UTILITY EASEMENT SEE ATTACHED LEGAL DESCRIPTION ON CAB. D, PG. 276 PAGE 1 OF EXHIBIT "B" HEREIN P.R.D.C.T. LOT LINE - N88'30'53"E ----------- 8.00' I o0�g I I I I I I I I gv ��� I I 4 OOo30'53"E OP'''O I I 4 1 LOT37, BLOCK 1 (�� �5 G�. \;0 0 ��,� I BENTOAKS �0' 8 -I Q o I I I CABINET D, SLIDE 276 0 I 1 P.R.D.C.T. 1 I 1 LO I LO I \10��\�� _ II I I zo �MG1MG N oo a pOoMddQdOGG� 900 ��TpaoQN aD,5-rRQ r No. CAROL A. AMYX DOC. NO. 05-99840, D.R.D.C.T. I EXHIBIT "B" 8' WIDE TEMPORARY LOT 35, BLOCK 1 o I I CONSTRUCTION EASEMENT Z BENTOAKS i I 0.0231 ACRES(1,006 SQ. FT.) CABINET I, PAGE 120 (SHADED) I P. R. D. C. T. I I 12 I I 1 --I I I I EX. 24' PRIVATE 1 I 1 ACCESS EASEMENT I CAB. D, PG. 276 I I 1 P.R.D.C.T. 1 I I POINT OF BEGINNING N. 7,112,406.97 E. 2,392,697.51 I 1 (GRID COORDINATE) LOT LINE I "W o.� I LOT 36, BLOCK 1 S87' 17'01 BENTOAKS 8.00' ciao I u, m z ? , . I I CABINET I, SLIDE 120 N87°17'01''E rn V:o I 0 10, 20' P.R.D.C. T. 4.00' N ? v I; I BEARINGS SHOWN HEREIN ARE BASED ON A LOCAL 1 o U I GRAPHIC SCALE IN FEET PLANE MODIFIED FROMNAD63(2011), TEXAS STATE PLANE y GRID, TEXAS NORTH CENTRAL, ZONE 4202. 1 1 " = 20' I -1-14 PARCEL 9A - EXHIBIT "B" CITY OF DENTON &WNER& OF \STER oF9 FM 2181 UTILITY RELOCATION �P�� ASSOCIATES aEcs �m sxru�LANDSLA&EY S .............. ....* ERIC S. SPOONER a 5922 PROPERTY: LOT 35, BLOCK 1, BENTOAKS LOCATION: CITY OF DENTON. DENTON CO., TEXAS STREET SUITE 76039 4' !9 O�. WHOLE PROPERTY ACREAGE: 0.2355 ACRES PLATTED (8 7)6&58448 ON RSURV, YOBS. (81� F O� O Jay 1"04 FM2181 ESMT.dwg TBPLS FIRM 1N0 0054900R�YORS.COM R DRAWN B . DATE: 05/18)2016 CHECKED BY: E.S.S. PAGE 2 OF 2 938 Exhibit "A" attachment to ordinance 7 of 78 PARCEL 9C — KATZMARK — EXHIBIT "A" Being a 0.0018 acre tract of land situated in the Cyprian Poullalier Survey, Abstract No. 1006, City of Denton, Denton County, Texas, said 0.0018 acre tract of land being a portion of LOT 34, BLOCK 1, BENTOAKS an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet I, Slide 120, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.0018 acre tract of land being a portion of that certain tract of land conveyed to JAMES D. KATZMARK by deed recorded in Document No. 97-0060668, Deed Records, Denton County, Texas (D.R.D.C.T.), said 0.0018 acre tract of land being a 4 feet wide Permanent Sanitary Sewer Easement and being herein more particularly described by metes and bounds as follows: BEGINNING at the northeast lot corner of said Lot 34, same being the northwest lot comer of Lot 37, Block 1, Bentoaks, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet D, Slide 276, P.R.D.C.T., said beginning point being on the south lot line of Lot A, Block 1, R.N.W Addition, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet H, Slide 338, P.R.D.C.T., from said beginning point a Texas Department of Transportation aluminum monument found bears North 88' 30' 53" East, a distance of 96.00 feet, said beginning point also having a grid coordinate of N: 7,112,522.55 and E: 2,392,694.62; THENCE South 020 42' 59" East, along the east lot line of said Lot 34 and along the west lot line of said Lot 37, a distance of 20.00 feet to the most southerly northeast lot comer of said Lot 34, same being a northeast lot comer of Lot 35, of said Bentoaks (1/120), from which a "Y" cut in concrete found at the southeast lot comer of Lot 36, of said Bentoaks (1/120), bears South 02' 42' 59" East, a distance of 205.57 feet; THENCE South 88' 30' 53" West, along the south lot line of said Lot 34 and along the north lot line of said Lot 35, a distance of 4.00 feet; THENCE North 02' 42' 59" West, departing the said lot lines, a distance of 20.00 feet to the north lot line of said Lot 34, same being the said south lot line of Lot A; THENCE North 88' 30' 53" East, along the said lot lines, a distance of 4.00 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0018 acre (80 square feet) of land. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. NOTE: Map to accompany this legal description. Parcel 9C — Katzmark — Exhibit "A" Page 1 of 4 SPOONER AND ASSOCIATES, INC, 309 BYERs STREEr, #100, EnEss, 7EXAs 76039 -PH. 817-685-8448 - ESPOONER(aISPOONERSURVEYORS.COM - S&A #16-004 939 Exhibit "A" attachment to ordinance 8 of 78 PARCEL 9C — KATZMARK — EXHIBIT "A" I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of 06/21/2016, issued 07/08/2016 GF #2027-192797-RU, affecting the subject property. 0! -7_ /9. /4 Eric S. Spoo r Date Registered Professional Land Surveyor Texas Registration No. 5922 Spooner and Associates, Inc. T.B.P.L.S. Firm No. 10054900 �Q. ....................... . ERIC S. SPOONER 5922 9 P � �Ff S ENO SUR�E�j Parcel 9C — Katzmark — Exhibit "A" Page 2 of 4 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, #100, EULESS, TEXAS 76039 -PH. 817-685-8448 - ESPOONERQSPOONERSURVEYORS.COM - S&A #16-004 940 Exhibit "A" attachment to ordinance 9 of 78 PARCEL 9C — KATZMARK — EXHIBIT "A-1" Schedule `B" Items Restrictive Covenants Volume 2158, Page 487, D.R.D.C.T. (Subject to) Volume 3331, Page 255, D.R.D.C.T. (Subject to) 10e. Easement to Texas Power and Light Company Volume 378, Page 30, D.R.D.C.T. (Surveyor unable to locate due to inadequate description) 1 Of. Easements and Building lines per plat Cabinet I, Slide 120, P.R.D.C.T. (Shown) Parcel 9C — Katzmark — Exhibit "A" Page 3 of 4 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, #100, EuLEss, TExAs 76039 - Pe. 817-685-8448 - EseooNER(a).seooNERsuRVEYORs.coM - S&A #16-004 941 Exhibit "A" attachment to ordinance 10 of 78 (CYFRgAI4 pOUL � U � 00 RMGY ADS I�RAC� LOTH, BLOCK 1 R.N. W. ADDITION CABINET H, SLIDE 338 P.R.D. C. T. LOT LINE EX. 24' PRIVATE ACCESS & UTILITY EASEMENT CAB. D, PG. 276 P.R.D.C.T. JAMES D. KATZMARK DOC. NO. 97-0060668, / D.R.D.C.T. LOT 34, BLOCK 1 BENTOAKS CABINET I, PAGE 1, P.R.D.C. T. MAP OF EXHIBIT "A" SEE ATTACHED LEGAL DESCRIPTION ON PAGE 1 OF EXHIBIT "A" HEREIN N88°30'53"E�. 4.00' NO2°42'59"W yI 20.00'�I I LOT LINE — I I S88'30'53"W 4.00' I I I I I LOT 35, BLOCK 1 BENTOAKS I O� CABINET I, SLIDE 120 I P.R.D.C.T I I I I I I I I I I I I BEARINGS SHOWN HEREIN ARE BASED ONA LOCAL I PLANE MODIFIED FROM NAD83(2011), TEXAS STATE PLANE GRID, TEXAS NORTH CENTRAL, ZONE 4202. I PERMANENT SANITARY SEWER EASEMENT CITY OF DENTON FM 2181 UTILITY RELOCATION PROPERTY. LOT34, BLOCK 1, BENTOAKS LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 0.2315 ACRES PLATTED 164)04 FM 2181 ESMT.dwg DATE: 05/182016 1 CHECKED BY: E.S.S. POINT OF BEGINNING N.• 7,112,W.55 E.• 2,392,694.62 (GRID COORDINATE) N88.3033 E 96.00'MON. FND. ALUMINUM DISC TXDOT ROW 6 'N.E -COR. LOT 37_� 4' LOT LINE _ r— — — — — — — — — — `�S02*42'59"E EX. B' COMM. EASEMENT 20.00' CAB. D, PG. 276 P.R.D.C.T. EXHIBIT "A" 4' WIDE a PERMANENT SANITARY kn u-: N 2.° i SEWER EASEMENT w U:o I 0. 00 18 ACRES(80 SQ. FT.) Z v I (SHADED) v, i I 12' LOT37, BLOCK 1 BENTOAKS CABINET D, SLIDE 276 I P.R.D.C.T. I EX. 24' PRIVATE ACCESS EASEMENT CAB. D, PG. 276 P.R.D.C.T. I I I I I I I I 0 10, 20' i I o I GRAPHIC SCALE IN FEET 1"=20' AM -r • r. OVER 25 YEARS OF SERVICE amulgim.g '•• 1Tw� •' •• • 11• •11 PARCEL 9C -- EXHIBIT A - PAGE 4 OF 4 /•1I• OF y ' 7� N ERIC S. SPOONER 942 Exhibit "A" attachment to ordinance 11 of 78 PARCEL 9C — KATZMARK — EXHIBIT "B" Being a 0.0037 acre tract of land situated in the Cyprian Poullalier Survey, Abstract No. 1006, City of Denton, Denton County, Texas, said 0.0037 acre tract of land being a portion of LOT 34, BLOCK 1, BENTOAKS, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet I, Slide 120, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.0037 acre tract of land being a portion of that certain tract of land conveyed to JAMES D. KATZMARK by deed recorded in Document No. 97-0060668, Deed Records, Denton County, Texas (D.R.D.C.T.), said 0.0037 acre tract of land being a 8 feet wide Temporary Construction Easement and being herein more particularly described by metes and bounds as follows: BEGINNING at a point on the north lot line of said Lot 34, same being the south lot line of Lot A, Block 1, R.N.W. Addition, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet H, Slide 338, P.R.D.C.T., from said beginning point the northeast lot comer of said Lot 34 bears North 88' 30' 53" East, a distance of 4.00 feet, said beginning point also having a grid coordinate of N: 7,112,552.44 and E: 2,392,690.62; THENCE South 02' 42' 59" East, departing the said lot lines, a distance of 20.00 feet to a point on the south lot line of said Lot 34, same being the north lot line of Lot 35, of said Bentoaks, from said point the most southerly northeast lot corner of said Lot 34 bears North 88° 30' 53" East, a distance of 4.00 feet; THENCE South 88' 30' 53" West, along the said lot lines, a distance of 8.00 feet; THENCE North 02' 42' 59" West, departing the said lot lines, a distance of 20.00 feet to the said north lot line of Lot 34, same being the said south lot line of Lot A; THENCE North 88' 30' 53" East, along the said lot lines, a distance of 8.00 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0037 acre (160 square feet) of land. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. *SURVEYORS CERTIFICATE* I DO HEREBY CERTIFY THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. L(A O 9�Eric S. Spo er Date ONERRegistered Professional Land Surveyor pTexas Registration No. 5922`' oQSpooner and Associates, Inc. �`� T.B.P.L.S. Firm No. 10054900 Parcel 9C — KATZMARK — Exhibit "B" Page 1 of 2 SPOONER AND ASSOCIATES, INc, 309 BYERS STREET, #100, EULESS, TEXAS 76039 -PH. 817-685-8448 - ESPOONERASPOONERSURVEYORS.COM - S&A #16-004 943 Exhibit "A" attachment to ordinance 12 of 78 MAP OF EXHIBIT 'B" CypGV�ArNJ pOUILA ER SU#WVEY SEE ATTACHED LEGAL DESCRIPTION ON e l���0 900� PAGE 1 OF EXHIBIT "B" HEREIN '40,5' AC N.- 7,112,552.44 E.' 2,392,690.62 (GRID COORDINATE) LOTH, BLOCK 1 POINT OF R.N.W. ADDITION BEGINNING N88°30'53"E CABINET H, SLIDE 338 !� 4.00' P.R.D.C.T. / N88°30'53"E 8.00' N68""3033 E-96.00'MON. FND. ALUMINUM LOT LINE �' DISC TXDOT ROW N.E COR. LOT 37 NO2°42'59"W EX. 24' PRIVATE ACCESS 20.00' & UTILITY EASEMENT CAB. D, PG. 276 P.R.D.C.T. LOTLINE JAMES D. KATZMARK DOC. NO. 97-0060668, S88°30'53"W-Y I D.R.D.C.T. 8.00' / N88°30'53"E_J LOT 3, , BLOCK 1 4.00' BENTOAKS I CABINET I, PAGE 120 1 P.R. D. C. T. I I I � I I LOT 35, BLOCK 1 I BENTOAKS CABINET I, SLIDE 120 I P.R.D.C.T BEARINGS SHOWN HEREIN ARE BASED ON A LOCAL PLANE MODIFIED FROM NAD83(2011), TEXAS STATE PLANE GRID, TEXAS NORTH CENTRAL, ZONE 4202. I POINT OF COMMENCING — — — — - �_S02°42'59"E EX. B' COMM. EASEMENT 20.00' CAB. D, PG. 276 i P.R.D.C.T. LOTILINE EXHIBIT "B" - 8' WIDE TEMPORARY d. n LL CONSTRUCTION EASEMENT N 0: I 0.0037 ACRES(160 SQ. FT.) UA v:o I (SHADED) z:� 1 I I LOT 34 BLOCK 1 I BENTOAKS CABINET D, SLIDE 276 1 P.R.D.C.T I I I I EX. 24' PRIVATE ACCESS EASEMENT I I CAB. D, PG. 276 I P.R.D.C.T. I I I I 1 I 0 10, 20' z I o I GRAPHIC SCALE IN FEET 1"=20' TEMPORARY %WNER& 7• I7- IV CONSTRUCTION EASEMENT �P�� `OF RF .+ CITY OF DENTON A§,,C.-.r.Tw,,OCIATES sTE y * N DFROFESSCN&LMDS1R\EY ^ ... .......... .......:... FM 2181 UTILITY RELOCATION ERIC S. SPOONER PROPERTY. LOT 34, BLOCK 1, SENTOAKS 309 BYERS STREET, SUITE 100, EULESS, TEXAS 76039 o 448 59.2 v . LOCATION: CITY OF DENTON, DENTON CO., TEXAS (817)6858VWWV.SPOONERSURVEYORS.COM 10 V, .- WHOLE PROPERTY ACREAGE: 0.2315 ACRES PLATTED TBPLS FIRM NO. 10054900� 164 FM 2181 ESMT.dwg v Ey BY: ., .B. PARCEL 9C - EXHIBIT B - PAGE 2 OF 2 DATE: 05/182016 CHECKED BY: E.S.S. 944 Exhibit "A" attachment to ordinance 13 of 78 PARCEL l0A — DBC SUNDOWN INVESTMENTS, L.P. EXHIBIT "A" BEING a 0.0233 acre tract of land located in the Jerimiah Fisher Survey, Abstract No. 421, City of Denton, Denton County, Texas, said 0.0233 acre tract of land being a portion of LOT 1R-2, BLOCK B, SUNDOWN RANCH COMMERCIAL LOTS, being an Addition to the said City and State, according to the plat thereof filed for record in Denton County Clerk Instrument (D.C.C.I.) Number 2005-170665, Plat Records, Denton County, Texas (P.R.T.C.T.), said 0.0233 acre tract of land also being a portion of that certain tract of land conveyed to DBC SUNDOWN INVESTMENTS, L.P., by deed as recorded in D.C.C.I. No. 2005-170175, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0233 acre tract of land being a variable width Temporary Construction Easement, and being more particularly described by metes and bounds as follows: BEGINNING at the intersection of the north easement line of an existing 16 feet wide Public Utility Easement as shown on said Sundown Ranch Commercial Lots, and the east easement line of an existing 20 feet wide General Utility Easement as conveyed to Upper Trinity Regional Water District by deeds recorded in D.C.C.I. No. 1993-52542 and D.C.C.I. No. 1993-52540, D.R.D.C.T., from said beginning point the southwest lot corner of said Lot 1R-2 bears South 55°55'32" West, a distance of 41.74 feet; THENCE North 01023'08" West, along the said east easement line, a distance of 28.19 feet to a point from which the northwest lot corner of said Lot 1R-2 bears North 16°52'26" West, a distance of 133.92 feet; THENCE departing the said east easement line, over and across said Lot 1R-2 the following courses and distances: EAST, a distance of 35.42 feet; South 01 °51'20" East, a distance of 29.01 feet to the said north easement line of the 16 feet wide Public Utility Easement; THENCE North 88°41'35" West, along the said north easement line, a distance of 35.69 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains an area of 0.0233 acres (1,016 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. CE. F p Alrlgc�� 10-6-16 111V 0. op ""`k, ERIC 5. SPCdHER Registered Professional Land Surveyor 2 •5922 .. Texas Registration No. 5922°� E s s Spooner and Associates, Inc. 5 U R`� T.B.P.L.S. Firm No. 10054900 Parcel 10A — DBC SUNDOWN INVESTMENTS, L.P. — Exhibit "A" Page 1 of 2 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 -PH. 817-685-8448 - ESPOONER(&,SPOONERSURVEYORS.COM - S&A # 16-004 945 Exhibit "A" attachment to ordinance 14 of 78 MAP OF EXHIBIT "A" SEE ATTACHED LEGAL DESCRIPTIONS ON PAGE 1 HEREIN 0 15' 30' GRAPHIC SCALE IN FEET 1"=30' M Q EX. 20'GENERAL UTILITYESMT. TO UPPER TRINITY REGIONAL WATER DISTRICT D.C. C.I. NO. 1993-52540, D. R.D. C. T. I I — —� LOT LINE I� I EX. 20'PUBLIC UTILITY, --�— SIDEWALK, & DRAINAGE ESMT. D.C.C.I. NO. 2005-170665, P.R.D.C. T. LINE TABLE NO. DIRECTION DIST. L1 N01'23'08"W 28.19' L2 EAST 35.42' L3 S01'51'20"E 29.01, L4 N88'41'35"W 35.69' II I I`\ z LOT 1R-2, BLOCKB \ I SUNDOWN RANCH \ NI COMMERCIAL LOTS OWNER: \ a, D.C. Cl NO. 2005-170665 DBC SUNDOWN \ P.R.D.C. T. INVESTMENTS, L.P. \ D.C. Cl NO. 2005-170175 \ I w O. P. R. D. C. T. �o N_ \ EX 20' GENERAL UTILITY ESMT. \ I \ TO UPPER TRINITY REGIONAL \ I \ WATER DISTRICT \ \ D.C. C.I. NO. 1993-52542 \ IzA D. R. D. C. T. I EXHIBIT "A" VARIABLE IR L2 WIDTH TEMPORARY - - - - - CONSTRUCTION EASEMENT _ I I 0. 0233 ACRES (1, 016 S. F.) - — — — — — — — — — — — — — 0�115 I EX. 16' PUBLIC UTILITY ESMT. Cl lb �1,(( — — D. C. C.I. NO. 2005-170665 P. R. D. C. T. _ POINT OF \ PROP lNE BEGINNING REMAINDER OF I EX. 20'PUBLIC UTILITY I LOT 1, BLOCK B & SIDEWALK ESMT. D.C.C.I. NO. 99-68604 I DOVE CREEKADDITION P.R.D.C. T. I I D.C. Cl NO. 99-68604 I P. R. D. C. T. II EXHIBIT "A" - VARIABLE WIDTH TEMPORARY CONSTRUCTION EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 1.712 ACRES (PLAT) ACAD FILE: 16-004 PARCEL 10A EASEMENT.dwg DATE: 10/04/2016 I CHECKED BY: E. SPOONER SP700NER& ACIATES RS 309 BYERS STREET, SUITE 100, EULESS, TEXAS 76039 (817)6858448 V\ANNSPOONERSURVEYORS.COM TBPLS FIRM NO.10054900 PARCEL 10A - EXHIBIT A, PAGE 2 OF 2 946 Exhibit "A" attachment to ordinance 15 of 78 PARCEL 17 — MEREDITH — EXHIBIT "A" BEING a 0.1119 acre tract of land situated in the Jeremiah Fisher Survey, Abstract No. 421, City of Denton, Denton County, Texas, said 0.1119 acre tract of land being a portion of that certain tract of land conveyed to GORDON MEREDITH by the probate filed for record in Volume 291, Page 340, Probate Records, Denton County, Texas, said 0.1119 acre tract of land being a 20 feet wide permanent Water and Sanitary Sewer Easement and being more particularly herein described by metes and bounds as follows: BEGINNING on the south property line of the said Meredith tract, same being the north lot line of Lot 1, Block A, The Ruehle Office, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet T, Page 186, Plat Records, Denton County, Texas (P.R.D.C.T.), said beginning point being the southwest property corner of that certain tract of land conveyed to the State of Texas by deed recorded in Document No. 2012-29045, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said beginning point also having a grid coordinate of N: 7,111,198.15 and E: 2,393,308.18; THENCE South 780 35' 02" West, along the said property line and along the said lot line, a distance of 21.46 feet; THENCE North 320 41' 02" West, departing the said property line and the said lot line, over and across the said Meredith tract, a distance of 239.78 feet; THENCE North 570 18' 58" East, continuing over and across the said Meredith tract, a distance of 20.00 feet to the west property line of the said State of Texas tract; THENCE South 320 41' 02" East, along the said property, a distance of 247.56 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains 0.1119 acres (4,873 square feet) of land, more or less. NOTE: Bearings are referenced to the Texas State Plane Coordinate System, NAD-83, North Central Zone 4202. I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of June 27, 2016, issued August 1, 2016, GF #2027-192779-RU affecting the subject property. 9- Eric S. Spoo , RPLS Date Texas Registration No. 5922 Spooner and Associates, Inc. TBPLS Firm No. 10054900 PARCEL 17 - MEREDITH - EXHIBIT A (PAGE 1 of 2) V �� ST T� �srERF 4- . ................ ERIC S. SPOONER ....... .... . 5922 ? P °PE s s %- 00 � SUR`�F',% SPOONER AND ASSOCIATES, INc, 309 BvERs STREET, #100, EuLEss, TExAs 76039 - PH. 817-685-8448 - EsPooNER a@sPooNERsuRvevoRs.coM - S&A #16-004 947 Exhibit "A" attachment to ordinance 16 of 78 �0 �z G N57°18'58"E zm 20.00'� EXHIBIT 'A" - 20' WIDE PERMANENT WATER & SANITARY SEWER EASEMENT 0.1119 ACRES (4,873 SQ. FT.) (SHADED) GORDON MEREDITH VOL. 291, PG. 340 P. R. D. C. T. PROPERTY LINE 0 20 40 GRAPHIC SCALE IN FEET 1"=40' STATE OF TEXAS DOC. NO. 2012-29045 O.P.R.D.C.T. 0 2i IQ PARCEL 19 REMAINDER OF LOT 1, BLOCKA THE RUEHLE OFFICE CABINET T, PAGE 186, P. R.D. C. T. MAP OF EXHIBIT "A" SEE ATTACHED LEGAL DESCRIPTION ON PAGE 1 OF EXHIBIT "A" HEREIN �A SUgVEY a FO0G�Gq JJGG� ASS A(C F (0O 421 CP< �L 0 o _a l a •srn � � 20' POINT OF BEGINNING N.7,111,198.15 E: 2,393,308.18 (GRID COORDINATE) STATE OF TEXAS \ DOC. NO. 2011-00615 O.P.R.D.C.T. S78°35'02"W \ 21.46' \ \ L \ -P- . \ `' . REMAINDER OF EX. PUBLIC UTILITY & SIDEWALK EASEMENT CAB. T, PG. 186, P.R.D.C.T. Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane Grid, Texas North Central, Zone 4202. PERMANENT WATER & SANITARY SEWER EASEMENT FM 2181 UTILITY RELOCATION PROPERTY: GORDON MEREDITH LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 3.4926 (CALCULATED) 16-004 PARCEL 17 ESMT.dw9 CHECKED BY: E.S.S. .%WNER& ASSOCIATES ��s 3M BYERS STREET, SU(TE 100, EU ESJ, TEXAS 76039 (817)6858W WWW. OOM TBPLS FIRM NO.100549M PARCEL 17, EXHIBIT A, PAGE 2 OF 2 �E_. O.F.. rF ERIC S. SPOONER ......................... • aacz V .,p FE....1 ow?. O'�. ��RJEy� 948 Exhibit "A" attachment to ordinance 17 of 78 PARCEL 17 — MEREDITH — EXHIBIT `B" BEING a 0.0437 acre tract of land situated in the Jeremiah Fisher Survey, Abstract No. 421, City of Denton, Denton County, Texas, said 0.0437 acre tract of land being a portion of that certain tract of land conveyed to GORDON MEREDITH by deed recorded in Volume 291, Page 340, Probate Records, Denton County, Texas, said 0.0437 acre tract of land being a variable width Temporary Construction Easement and being more particularly herein described by metes and bounds as follows: BEGINNING on the west property line of that certain tract of land conveyed to the State of Texas by deed recorded in Document No. 2012-29045, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), from said beginning point the southwest property corner of said State of Texas tract bears South 320 41' 02" East, a distance of 247.56 feet, said beginning point also having a grid coordinate of N: 7,111,406.52 and E: 2,393,174.50; THENCE departing the said property line, over and across the said Meredith tract the following courses and distances: South 57' 18' 58" West, a distance of 20.00 feet; South 32' 41' 02" East, a distance of 42.30 feet; South 57' 18' 58" West, a distance of 35.00 feet; North 32' 41' 02" West, a distance of 50.00 feet; North 57' 18' 58" East, a distance of 55.00 feet to the said west property line of the State of Texas tract; THENCE South 320 41' 02" East, along the said property line, a distance of 7.70 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains 0.0437 acres (1,904 square feet) of land, more or less. NOTE: Bearings are referenced to the Texas State Plane Coordinate System, NAD-83, North Central Zone 4202. g!'-di-/G Eric S. Spoff9f RFLS Date Texas Registration No. 5922 Spooner and Associates, Inc. TBPLS Firm No. 10054900 PARCEL 17 — MEREDITH — EXHIBIT B (PAGE 1 OF 2) P. F. T tSTfRFO 9� ERIC S. SPOONER FSUR`IEy� SPOONER AND ASSOCIATES, INC, 309 BVERs STREEr, # 100, Euuss, T Ew 76039 —PH. 817-685-8448 —EspooNER@spooNEpsuRvEyoRs.com — S&A #16-004 hr 61 Exhibit "A" attachment to ordinance 18 of 78 POINT OF MAP OF EXHIBIT "B" L3 BEGINNING SEE ATTACHED LEGAL DESCRIPTION ON N. 7,111,406.52 PAGE 1 OF EXHIBIT "B" HEREIN N57° 18'58"E E. 2,393,174.50 55.00' (GRID COORDINATE) SURVEY a GJJC� o 421 dGGG�E�IQN FO� mX � AgoT�Q�� ^MOe N32°41'02"W �01- 50.00' S57°18'58"W oo � 35.00' �, 2 EXHIBIT "B" N VARIABLE WIDTH 0) 1 TEMPORARY T ' CONSTRUCTION �a� a J EASEMENT 0.0437ACRES (1,904 SQ. FT.) F'�� CP (SHADED) s LINE TABLE NO. DIRECTION DIST. L1 S57018'58"W 20.00' L2 S32'41'02"E 42.30' L3 S32°41'02"E 7.70' 0 20 40 GRAPHIC SCALE IN FEET 1"=40' GORDON MEREDITH VOL. 291, PG. 340 P. R. D. C. T. I Y PROPERTY LINE PARCEL 19 REMAINDER OF LOT 1, BLOCKA THE RUEHLE OFFICE CABINET T, PAGE 186, P. R.D. C. T. REMAINDER OF EX. PUBLIC UTILITY & SIDEWALK EASEMENT CAB. T, PG. 186, P.R.D.C.T. Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane Grid, Texas North Central, Zone 4202. TEMPORARY CONSTRUCTION EASEMENT FM 2181 UTILITY RELOCATION PROPERTY: GORDON MEREDITH LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 3.4926 (CALCULATED) 16-004 PARCEL 17 ESMT.dwg CHECKED BY: E.S.S. SPOONER& ASSOCIATESL.PM&J;�„CIATES 309 BYERS STREET, SUITE 100, EULESS, ID(AS 76039 (817)685$448 WNNI. OClvl TBPLS FIRM NO.1005490D PARCEL 17, EXHIBIT B, PAGE 2 OF 2 STATE OF TEXAS DOC. NO. 2012-29045 O.P.R.D.C. T. 950 Exhibit "A" attachment to ordinance 19 of 78 PARCEL 19 — RULZ — EXHIBIT "A" BEING a 0.0281 acre tract of land situated in the Jeremiah Fisher Survey, Abstract No. 421, City of Denton, Denton County, Texas, said 0.0281 acre tract of land being a portion of LOT 1, BLOCK A, THE RUEHLE OFFICE, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet T, Page 186, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.0281 acre tract of land being a portion of that certain tract of land conveyed to RULZ FAMILY, LTD by deed recorded in Document No. 2007- 61101, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0281 acre tract of land being a variable width permanent Water and Sanitary Sewer Easement and being more particularly herein described by metes and bounds as follows: BEGINNING on the north lot line of said Lot 1, same being the south property line of that certain tract of land conveyed to Alvin E. Meredith (deceased) by deed recorded in Volume 388, Page 41, Deed Records, Denton County, Texas, said Meredith tract later being conveyed to Gordon Meredith by Probate No. PR-91-217, Volume 291, Page 340, Probate Records, Denton County, Texas, said beginning point being the northwest comer of the remainder of an existing Public Utility and Sidewalk Easement as shown on the said Addition, from said beginning point the northwest property corner of that certain tract of land conveyed to the State of Texas by deed recorded in Document No. 2011-00615, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), bears North 78' 35 02" East, a distance of 11.89 feet, said beginning point also having a grid coordinate of N: 7,111,195.73 and E: 2,393,296.57; THENCE South 33' 0 P 20" East, along the west edge of the said existing easement, a distance of 130.54 feet to the southwest corner of the said existing easement on the southeast lot line of said Lot 1, same being the northwest property line of that certain tract of land conveyed to Richard E. West and Janice J. West by deed recorded in Document No. 2003-58703, O.P.R.D.C.T., from said comer the southwest property comer of the said State of Texas tract bears North 65' 36' 57" East a distance of 10.42 feet; THENCE South 65' 36' 57" West, along the said lot line and along the said property line, a distance of 9.79 feet to point from which a 1/2-inch iron rod found at an interior lot comer to said Lot 1 bears South 65' 36' 57" West, a distance of 159.41 feet; THENCE North 32' 41' 02" West, departing the said lot line and the said property line, over and across said Lot 1, distance of 132.60 feet to the said north lot line of Lot 1, same being the said south property line of the Meredith tract; THENCE North 780 35' 02" East, along the said lot line and the said property line, a distance of 9.57 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains 0.0281 acres (1,223 square feet) of land, more or less. PARCEL 19 ^- RULZ ^- EXHIBIT A (PAGE 1 OF 4) SPOONER AND ASSOCIATES, INc. 309 BYERs STREET, #100, EmESS, Texas 76039 -PH. 817-685-8448 - E.sPooNER@sPooNERsuRvevoFLs.com - S&A #16-004 951 Exhibit "A" attachment to ordinance20 of 78 PARCEL 19 — RULZ — EXHIBIT "A" NOTE: Bearings are referenced to the Texas State Plane Coordinate System, NAD-83, North Central Zone 4202. NOTE: Plat to accompany this legal description. I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of 06/21/2016, issued 07/08/2016, GF #2027-192800-RU, affecting the subject property. 00, 4r- Of- - 4o 7-/9-q Eric S. S er Date Registered Professional Land Surveyor Texas Registration No. 5922 Spooner and Associates, Inc. T.B.P.L.S. Firm No. 10054900 PARCEL 19 - RULZ ^- EXHIBIT A (PAGE 2 OF 4) 0 F T . ............... ERIC S. SPOONER .. ................. .10 5922 �P P oOESS1°�ypQ` SPOONER AND ASSOC IATES. INC. 309 BYERS STREET, # 100, BULESS, TEXAS 76039 - PH. 817-685-8448 - ESPOONER@SPOONERSURVEYORS.COM - S&A # 16-004 952 Exhibit "A" attachment to ordinance2l of 78 PARCEL 19 — RULZ — EXHIBIT 66A-1" Schedule `B" Items 10e. Easements and Building Lines per plat Cabinet T, Slide 186, P.R.D.C.T. (Shown) 1 Of. Easement to Texas Power and Light Company Volume 452, Page 222, D.R.D.C.T. (Surveyor unable to locate due to vague description) 10g. Right -of -Way Deed Volume 832, Page 219, D.R.D.C.T. (Does not lie on the subject property) 1 Oh. Easement to the City of Denton D.C.C.I. No. 97-R0059177, O.P.R.D.C.T. (Does not lie on the subject property — now located within the limits of FM 2181) 10i. Affidavit to the Public D.C.C.I. No. 96-R0067505, O.P.R.D.C.T. (Subject property is a portion of the tract of land described as Tract II in said document) 1Oj. Agreement Volume 768, Page 709, D.R.D.C.T. (Subject property is not a portion of the tract of land described in said document) lOk. Water Well Agreement Volume 1243, Page 339, D.R.D.C.T. (Subject property is a portion of the tract of land described as Tract II in said document) PARCEL 19 ^- RULZ ^- EXHIBIT A (PAGE 3 OF 4) SPDONER AND Assomms, INC, 309 BVERs STR=, #100, EULESs, TExAs 76039 -PH. 817-685-8448 - ESPOONERQspooNERsuRvEVORs.COM - S&A #16-004 PW Exhibit "A" attachment to ordinance 22 of 78 PARCEL 17 ALVIN E MEREDITH (DECEASED) VOL. 388, PG. 41, D.R. T.C. T. TO GORDON MEREDITH PROBATE NO. PR-91-217 PROBATE RECORDS VOL. 291, PG. 340, MAP OF EXHIBIT "A" STATEOFTEXAS SEE ATTACHED LEGAL DESCRIPTION ON "A" rz DOC. NO. 2012-29045 PAGE 1 OF EXHIBIT HEREIN 2 O.P.R.D.C.T. LINE TABLE NO. DIRECTION DIST. L1 N78°35'02"E 11.89' L2 N65°36'57"E 10.42' jEbgEMOQH F96HE" 'SURVEY 'A RACT No° 421 PROPERTY LINE POINT OF BEGINNING �Z L3 S65°36'57"W 9.79' N: 7,111,195.73 E.-2,393,296.57 a l (GRID COORDINATE) L4 N78°35'02"E 9.57' k-4 \ L 1 STATE OF TEXAS J �CP �DOC, NO. 2011-00615 > y� O.P. R. D. C. T. REMAINDER OF 20\ EXHIBIT "A" VARIABLE WIDTH PERMANENT WATER & RULZ FAMIL Y, LTD 2��� • �o �� SANITARY SEWER EASEMENT DOC. NO. 2007-61101, o\ �'p� O.P.R.D.C.T.0.0281 ACRES (1,223 SQ. FT.) (SHADED) REMAINDER OF LOT 1, BLOCKA THE RUEHLE OFFICE CABINET T, PAGE 186, P.R.D.C.T. REMAINDER OF EX. PUBLIC L2 UTILITY & SIDEWALK EASEMENT CAB. T, PG. 186, P.R.D.C.T.� EX. 16' PRIVATE UTILITY EASEMENT CAB. T, PG. 186, P.R.D.C.T. i � i �3 STATE OF TEXAS �DOC. NO. 2011-57626 \ \ i S/ O.P.R.D. C. T. \ PROPERTY LINE IRE PARCEL 21 112 REMAINDER OF 01 RICHARD E. WEST & JANICE J. WEST DOC. NO. 2003-58703, O. P. R. D. C. T. 0 20 40 PROPERTY Bearings shown herein are based on a local plane LINE GRAPHIC SCALE IN FEET modified from NAD83(2011), Texas State Plane Grid, 1" = 40' Texas North Central, Zone 4202. �7� 19•► PERMANENT WATER & SANITARY SPOONER& �F � SEWER EASEMENT �P X T�RFo 7�� FM 2181 UTILITY RELOCATION ASSOCIATES * r�csr911or ovoLL.wDSJ?&Y F1S ERIC S. SPOONER PROPERTY: REMAINDER OF LOT 1, BLOCK A, THE RUEHLE OFFICE 309 BYERS STREET SUITE 100 EULESS,TD(AS76039 -o 22 LOCATION: CITY OF DENTON, DENTON CO., TEXAS fl P WHOLE PROPERTY ACREAGE: 0.947 (CALCULATED) (817)6858448 VWWV.SPOONERSURVEYORS.COM !9 E O� 16-004 PARCEL 19 ESMT.dwg TBPLS FIRM NO. 1005M O vEk S&A JOB NO.: 16-004 DRAWN BY: R.W.B. PARCEL 19, EXHIBIT A, PAGE 4 OF 4 i DATE: 6/17/2016 CHECKED BY: E.S.S. Exhibit "A" attachment to ordinance 23 of 78 PARCEL 21 — WEST — EXHIBIT "A" BEING a 0.0519 acre tract of land situated in the Jeremiah Fisher Survey, Abstract No. 421, City of Denton, Denton County, Texas, said 0.0519 acre tract of land being a portion of that certain tract of land conveyed to RICHARD E. WEST & JANICE J. WEST by deed recorded in Document No. 2003-58703, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0519 acre tract of land being a 20 feet wide permanent Water and Sanitary Sewer Easement and being more particularly herein described by metes and bounds as follows: BEGINNING on the south property line of the said West tract, same being the northeast lot corner of Lot 1X, Block F, Teasley Trails, Phase I, an Addition to the City of Denton, Denton County, Texas (D.R.D.C.T.), according to the plat thereof recorded in Document No. 2016-176, O.P.R.D.C.T., said beginning point being the southwest property corner of that certain tract of land conveyed to the State of Texas by deed recorded in Document No. 2011-57626, O.P.R.D.C.T., said beginning point also having a grid coordinate of N: 7,110,994.60 and E: 2,393,438.78; THENCE South 71 ° 35' 44" West, along the said property line and along the north lot line of said Lot 1X, a distance of 20.64 feet; THENCE North 320 41' 02" West, departing the said property line and the said lot line, over and across the said West tract, a distance of 111.95 feet to a point on the north property line of the said West tract, same being the south lot line of Lot 1, Block A, The Ruehle Office, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet T, Page 186, Plat Records, Denton County, Texas (P.R.D.C.T.) from said point a 1/2-inch iron rod found at an interior corner to the said West tract bears South 65' 36' 57" West, a distance of 159.41 feet; THENCE North 650 36' 57" East, along the said property line and the said lot line, a distance of 20.21 feet to the northwest property corner of the said State of Texas tract; THENCE South 32' 4F 02" East, along the west property line of the said State of Texas tract, a distance of 110.69 feet to the beginning of a non -tangent curve to the right having a radius of 4,518.66 feet; THENCE in a southerly direction, continuing along the said west property line of the State of Texas tract, and along the said curve to the right, an arc length of 3.43 feet, and across a chord which bears South 32' 39' 26" East, a chord length of 3.43 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains 0.0519 acres (2,261 square feet) of land, more or less. NOTE: Bearings are referenced to the Texas State Plane Coordinate System, NAD-83, North Central Zone 4202. NOTE: Plat to accompany this legal description. I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of 06/15/201 su 6/30/2016, GF #2027-192801-RU, affecting the subject property. l�� � • NSTERFO 9 Eric S. S er Date y. a ........%P Registered Professional Land Surveyor ERIC S. SPOONER Texas Registration No. 5922 5922 P Spooner and Associates, Inc. \ `y °" E s s � l y0�` T.B.P.L.S. Firm No. 10054900 �0 s u R'4 6 PARCEL 21 - WEST - EXHIBIT A (PAGE 1 OF 3) SPOONER AND ASSOCIATLS. INC, 309 BYERS S'IREEI', # 100, EULFSS, TEXAS 76039 - PH. 817-685-8448 - ESPOONI?R @SPOONERSURVIiYORS.COM - S&A # 16-004 955 Exhibit "A" attachment to ordinance 24 of 78 PARCEL 21 — WEST — EXHIBIT "A-1" 10e. Easement to the City of Denton D.C.C.I. No. 97-R0059175, O.P.R.D.C.T. (Shown) 10f. Water Well Agreement Volume 1243, Page 339, D.R.D.C.T. (Subject to) 10g. Agreement Volume 768, Page 709, D.R.D.C.T. (Subject to) 10h. Easement to Texas Power and Light Company Volume 452, Page 222, D.R.D.C.T. (Surveyor unable to locate due to vague description) 10i. Easement to American Telephone and Telegraph Company Volume 460, Page 265, D.R.D.C.T. (Surveyor unable to locate due to vague description) PARCEL 21 - WEST -- EXHIBIT A (PAGE 2 OF 3) SPOONER Am) ASSOCIAms, INC, 309 BYERS STREET, #100. EUI.ISS, TEXAS 76039 — PH. 817-685-8448 — ESPOONER@SPOONERSURVI!YORS.COM — S&A #16-004 956 Exhibit "A" attachment to ordinance 25 of 78 PARCEL 19 \ REMAINDER OF 0 LOT 1, BLOCKA \ P vfA THE RUEHLE OFFICE \ poy0mC CABINET T, PAGE 186, \ -A P.R.D.C.T. REMAINDER OF EX. PUBLIC O �o UTILITY & SIDEWALK EASEMENT CAB. T, PG. 186, P.R.D.C.T. \ s EX. 16' PRIVATE UTILITY EASEMENT / ,L CAB. T, PG. 186, P.R.D.C.T. 5 \ \ PROPERTY � . 1 9 Oa, \\\ LINE 6o ro5�° !y \ S 5SMG�b�� F JJGG�GGu�OQG� r 111� iR QQSTRAC? O° 4�9 a: EXHIBIT "A" 20' WIDE PERMANENT WATER & SANITARY SEWER EASEMENT REMAINDER OF 0.0519 ACRES (2,261 SQ. FT.) RICHARD E. WEST & (SHADED) JANICE J. WEST DOC. NO. 2003-58703, D. R. D. C. T. MoN P' EA 1X PROPERTY C'OM LINE BLOCKF 1 TEASLEY TRAILS, PHASE I DOC. NO. 2016-176, O.P.R.D.C.T. LOT3 LOT4 0 20 40 GRAPHIC SCALE IN FEET 1"=40' X PERMANENT WATER & SANITARY SEWER EASEMENT FM 2181 UTILITY RELOCATION PROPERTY: RICHARD E. & JANICE J. WEST LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 1.0153 (CALCULATED) 16-004 PARCEL 21 ESMT.dwg DATE: 6/17/2016 I CHECKED MAP OF EXHIBIT "A" SEE ATTACHED LEGAL DESCRIPTION ON PAGES 1 & 2 OF EXHIBIT "A" HEREIN L1 EX. 20' UTILITY ESMT. DOC. NO. 97-R0059175, O.P.R. D.C.T. R=4, 518.66' L=3.43' CHB=S32°39'26"E CHL=3.43' o u3, G C O »� fly' py� O�A G-Z A\ . a POINT OF BEGINNING N: 7,110, 994.60 mf E: 2,393,438.78 -P (GRID COORDINATE) \ ym LOT \ EX. 30'UTILITYEASEMEN \ LOT 2 DOC. NO. 2016-176, \ O.P.R.D.C.T. \ Bearings shown herein are based on a local plane modified from NAD83(2011), Texas Plane Grid, Texas North Central e 4202. \ LINE TABLE NO. DIRECT?DIST. L1 1 °35'44"W 20.64' L2 N65°36'57"E 1 20.21' SPWNEROZ, i� OF T P... s T Ea ASSOCIATES % �� * N ERIC S. SPOONER ) 309 BYERS STREET, SUITE 100, EIAESS TEX,4S76039 (817)6858W WVVW.SPOONERSLR\/EYORS.COM TBPLS FIRM NO.10054900 PARCEL 21, EXHIBIT A, PAGE 3 OF 3 OaP.0 O R� Exhibit "A" attachment to ordinance 26 of 78 PARCEL 32 — DENTON WEST JOINT VENTURE — EXHIBIT "A" BEING a 0.1217 acre tract of land situated in the Jeremiah Fisher Survey, Abstract No. 421, City of Denton, Denton County, Texas, said 0.1217 acre tract of land being a portion of that certain tract of land conveyed to DENTON WEST JOINT VENTURE by deed recorded in Document No. 2011-114170, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.1217 acre tract of land being a 20 feet wide permanent Water and Sanitary Sewer Easement and being more particularly described herein by metes and bounds as follows: BEGINNING at the most easterly northeast lot corner of Lot 1X, Block E, Teasley Trails, Phase III, an addition to the City of Denton, Denton County Texas, according to the plat thereof recorded in Document No. 2015-454, Plat Records, Denton County, Texas (P.R.D.C.T.), said beginning point being on the southwest property line of that certain tract of land conveyed to the State of Texas by deed recorded in Document No. 2011-73414, O.P.R.D.C.T., said beginning point also having a grid coordinate of N: 7,109,739.67 and E: 2,394,012.76; THENCE South 200 46' 33" East, along the said southwest property line of the said State of Texas tract, a distance of 232.03 feet to the beginning of a tangent curve to the left having a radius of 2,934.79 feet; "THENCE in a southerly direction, continuing along the said property line and along the said curve to the left, an arc length of 39.29 feet, and across a chord which bears South 21 ° 09' 33" East, a chord length of 39.29 feet; THENCE South 69' 13' 27" West, departing the said property line, over and across the said Denton West Joint Venture tract, a distance of 20.26 feet; THENCE North 200 46' 33" West, continuing over and across the said Denton West Joint Venture tract, a distance of 258.34 feet to the east lot line of said Lot 1X; THENCE North 360 14' 39" East, along the said lot line, a distance of 23.84 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains 0.1217 acres (5,300 square feet) of land, more or less. NOTE: Bearings are referenced to the Texas State Plane Coordinate System, NAD-83, North Central Zone 4202. NOTE: Plat to accompany this legal description. I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of 08/23/2016 issued 09/15/2016, GF #2027-198050-RU affecting the subject property. l Mrw—S� A �p .�GNS Tr' dow Surveyors NaScOvEric S. Spooner ERIC S. SPOONER Registered Professional Land Surveyor, Texas No. 5922 5922 Spooner and Associates, Inc. < �'oF ds — � Texas Board of Professional Land Surveying No. 10054900 ��o S U % ' �yo Date of Field Survey: 05/19/2016 PARCEL 32 - DENTON WEST JOINT VENTURE - EXHIBIT A (PAGE 1 of 2) SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, #100, EmEss, TEXAS 76039 — PH. 817-685-8448 — ESPOONER @SPOONERSURVEYORS.COM — S&A #16-004 958 Exhibit "A" attachment to ordinance 27 of 78 EX. 16' SANITARY SEWER EASEMENT VOL. 645, PG. 79, D.R.D.C.T. \ (DOC. NO. 2015-454, P.R.D.C.T.) y \ / \ /\ 0� off• Q� / 20' N PROPERTY wW LINE l k EX. CHANNEL ROW EASEMENT VOL. 425, PG. 88, D.R.D.C.T. POINT OF BEGINNING N.- 7,109, 739.67 E.- 2,394,012 76 (GRID COORDINATE) DRAINAGE EASEMENT A- N� DOC NO 2014-103670, D.R.D.C.T. N i 1 I t EXHIBIT "A" - 20' WIDE / PERMANENT WATER & /l SANITARY SEWER EASEMENT I / 0.1217 ACRES (5,300 SQ. FT) I / (SHADED) REMAINDER OF /l DENTON WEST JOINT VENTURE / DOC. NO. 2011-114170, / D. R. D. C. T. l LINE TABLE 0 30 60 GRAPHIC SCALE IN FEET 1"=60' NO. I DIRECTION I DIST. L1 I S69°13'27"W 1 20.26' 1 L2 I N36°14'39"E 1 23.84' PERMANENT WATER & SANITARY SEWER EASEMENT FM 2181 UTILITY RELOCATION PROPERTY: DENTON WEST JOINT VENTURE LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 21.2446 (CALCULATED) 16-004 PARCEL 32 ESMT.dwg 612112016 MAP OF EXHIBIT "A" SEE ATTACHED LEGAL DESCRIPTION ON PAGE 1 OF EXHIBIT "A" HEREIN CURVE TABLE ■ I NO. I RADIUS I LENGTH I CHORD BRG. &DIST. ■ I C1 12,934.79' 1 39.29' I S21°09'33"E •- 39.29' 0 �1 dG#WEX90g RSGOGR SNJGWN/Gy STATE OF TEXAS DOC. NO. 2011-73414 O.P.R.D.C.T. C1 Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane Grid, Texas North Central, Zone 4202. SPOONER& A§P..,s,T.9PRc(1ATES LMC 309 BYERS STREET, SUITE 100, ELAE,SS, TEXAS 76039 (817)685S448 VVWVV CCM TBPLS FIRM NO.10054.900 PARCEL 32, EXHIBIT A, PAGE 2 OF 2 ��9•t 1- OF T STERFO..91 LP ERIC S. SPOONER ......................... ,p �cc l9 . Fes zOQ O RvE� Exhibit "A" attachment to ordinance 28 of 78 PARCEL 32 — DENTON WEST JOINT VENTURE — EXHIBIT `B" BEING a 0.0262 acre tract of land situated in the Jeremiah Fisher Survey, Abstract No. 421, City of Denton, Denton County, Texas, said 0.0262 acre tract of land being a portion of that certain tract of land conveyed to DENTON WEST JOINT VENTURE by deed recorded in Document No. 2011-114170, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0262 acre tract of land being a variable width Temporary Construction Easement and being more particularly described herein by metes and bounds as follows: BEGINNING on the southwest property line of that certain tract of land conveyed to the State of Texas by deed recorded in Document No. 2011-73414, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), from said beginning point the most easterly northeast lot corner of Lot 1X, Block E, Teasley Trails, Phase III, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Document No. 2015-454, Plat Records, Denton County, Texas (P.R.D.C.T.), bears North 20' 49' 53" West, a distance of 271.32 feet, said beginning point being the beginning of a tangent curve to the left having a radius of 2,934.79 feet, said beginning point also having a grid coordinate of N: 7,109,486.09 and E: 2,394,109.24; THENCE in a southerly direction, along the said property line and along the said curve to the left, an arc length of 5.00 feet, and across a chord which bears South 21 ° 35' 30" East, a chord length of 5.00 feet; THENCE departing the said property line, over and across the said Denton West Joint Venture tract the following courses and distances: South 69' 13' 27" West, a distance of 55.00 feet; North 200 46' 33" West, a distance of 30.00 feet; North 690 13' 27" East, a distance of 34.67 feet; South 20' 46' 33" East, a distance of 25.00 feet; North 69' 13' 27" East, a distance of 20.26 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains 0.0262 acres (1,141 square feet) of land, more or less. NOTE: Bearings are referenced to the Texas State Plane Coordinate System, NAD-83, North Central Zone 4202. 00, �i• Z Ile Surveyors Na . ric S. Spooner Registered Professional Land Surveyor, Texas No. 5922 Spooner and Associates, Inc. Texas Board of Professional Land Surveying No. 10054900 Date of Survey: 05/19/2016 9.F. T �p .��%S TC4, 9� ......................... ERIC S. SPOONER ......................... P5922 p Cq Opfss,p41 SURty PARCEL 32 - DENTON WEST JOINT VENTURE - EXHIBIT B (PAGE I OF 2) SPOONER AND ASSOCIATES, INc, 309 BYERS STREEr, #100, Eu ss, TEXAS 76039 -PH. 817-685-8448 - E.sPOONER @sPOONERsunvEYORS.COM - S&A #16-004 960 Exhibit "A" attachment to ordinance 29 of 78 NO. DIRECTION DIST. L1 S69°13'27"W 55.00' L2 N20°46'33"W 30.00' L3 N69°13'27"E 34.67' L4 S20°46'33"E 25.00' L5 N69°13'27"E 20.26' CURVE TABLE NO. RADIUS LENGTH 1 CHORD BRG. & DIST. C1 2,934.79' 5.00' S21 °35'30"E — 5.00' TEMPORARY CONSTRUCTION EASEMENT FM 2181 UTILITY RELOCATION PROPERTY: DENTON WEST JOINT VENTURE LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 21.2446 (CALCULATED) 16-004 PARCEL 32 ESMT.dwo E.S.S. Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane Grid, Texas North Central, Zone 4202. X REMAINDER OF DENTON WEST JOINT VENTURE DOC. NO. 2011-114170, D. R. D. C. T. EXHIBIT "B" ~ VARIABLE WIDTH TEMPORARY CONSTRUCTION EASEMENT 0.0262 ACRES (1,141 SQ. FT) - (SHADED) L3 <N z m �1 MAP OF EXHIBIT "B" SEE ATTACHED LEGAL DESCRIPTION ON PAGE 1 OF EXHIBIT "A" HEREIN STATE OF TEXAS DOC. NO. 2011-73414 O. P.R.D. C. T. �•• 1 m Z N Li r ... -A " cnm p -A N m =:o-s 'o "n N° POINT OF BEGINNING -- N N: 7,109,486,09 E: 2,394,109.24 CIO (GRID COORDINATE) L5 C JE,gEM#AW E#SaEG� �NJGWbEY LINE TABLE AD—) r-gAACT NO- 42' 0 10 20 GRAPHIC SCALE IN FEET 1"=20' SPOONER& ASSOCIATES L*Ds 309 BYERS STREET, SUITE 100, R MESS TEXAS 76039 (817)6858448 VWVW.SPOONERSLRvEYORSCCM TBPLS FIRM NO.10054900 PARCEL 32, EXHIBIT B, PAGE 2 OF 2 O F P * N ........... ERIC S. SPOONER ........................ 5922 y�� E s ss 0� �C"v aL SIG 961 Exhibit "A" attachment to ordinance 30 of 78 PARCEL 37 — VMY PROPERTIES — EXHIBIT "A" BEING a 0.1279 acre tract of land located in the Stephen Hembrie Survey, Abstract No. 643, City of Denton, Denton County, Texas, said 0.1279 acre tract of land being a portion of BLOCK 1, LAKEWOOD ESTATES, being an Addition to the said City and State, according to the plat thereof filed for record in Cabinet C, Page 193, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.1279 acre tract of land also being a portion of a called 2.843 acre tract of land conveyed to VMY PROPERTIES, LLC, by deed as recorded in Denton County Clerk's Instrument No. 2016-2501, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.1279 acre tract of land being a variable width permanent Water and Sanitary Sewer Easement and being more particularly described by metes and bounds as follows: BEGINNING on the northeast property line of a called 0.1486 acre tract of land described as Parcel 36, conveyed to the State of Texas by deed as recorded in Denton County Clerk's Instrument No. 2012- 103819, O.P.R.D.C.T., said beginning point being located North 45053'50" West a distance of 11.63 feet from a Texas Department of Transportation aluminum monument found at the most southerly southeast property corner of the said 0.1486 acre tract; THENCE North 45°53'50" West, along the said northeast property line of the 0.1486 acre tract, over and across said Block 1, a distance of 5.08 feet to the intersection of the said northeast property line with the east easement line of an existing 20 feet wide Public Utility Easement conveyed to the City of Denton by deed recorded in Volume 1219, Page 872, Deed Records, Denton County, Texas (D.R.D.C.T.); THENCE along the said east easement line and over and across said Block 1 the following courses and distances: North 02°17'20" West, a distance of 284.64 feet to the beginning of a curve to the left having a radius of 1,491.57 feet, Along said curve to the left, an arc length of 56.44 feet, and across a chord which bears North 03°22'21" West, a chord length of 56.43 feet; THENCE departing the said easement line, over and across said Block 1 the following courses and distances: North 85°13'48" East, a distance of 15.27 feet to the beginning of a curve to the right having a radius of 1,512.39 feet; Along said curve to the right, an arc length of 72.28 feet, and across a chord which bears South 03°45' 19" East, a chord length of 72.27 feet; South 02023'24" East, a distance of 273.81 feet to the north easement line of an existing 8 feet wide Public Utility Easement conveyed to the City of Denton by deed recorded in Volume 4109, Page 3081, D.R.D.C.T. THENCE North 89°24' 17" West, along the said north easement line, a distance of 13.04 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area 0.1279 acres (5,573 square feet) of land, more or less. Parcel 37 — VMY Properties — Exhibit "A" Page 1 of 3 SPooNER AND AssoctATES, INC, 309 BYERs STREET, # 100, Euuss, Texas 76039 -PH. 817-685-8448 - E,seooNMLQPooNERsuRveroRs.00M - S&A # 16-004 962 Exhibit "A" attachment to ordinance 31 of 78 NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. * SURVEYOR'S STATEMENT * I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of August 17, 2016, 2016, issued September 06, 2016, 2016, GF #2027-198048-RU affecting the subject property. Eric S. Spoo Date ERIC S. SPOONER Registered Professional Land Surveyor q 5922 Texas Registration No. 5922 Spooner and Associates, Inc. S UR��`'y T.B.P.L.S. Firm No. 10054900 Parcel 37 — VMY Properties — Exhibit "A" Page 2 of 3 SPOONER AND ASsocums, INC, 309 BYERs STREET, # 100, EU[.Pss, 7$XAs 76039 — PH. 817-685-8448 — ESPOONER(a SPOONERSURVEYORS COM — S&A # 16-004 963 Exhibit "A" attachment to ordinance 32 of 78 MAP OF EXHIBIT "A " 1 i SEE ATTACHED LEGAL DESCRIPTION ON ' PAGES 1 & 2 HEREIN I I� i LOT LINE \ 0 30' 60' GRAPHIC SCALE IN FEET r ' PURL C r 1" = 60' �' -gLIT' ESMNTON �O WILDWOOD LANE L 2 U CITY OF DPI 1, TD OLDRCZCr �I IN : I I CALLED: 0. 1486 ACRES I PARCEL 36" STATE OF TEXAS D.C.C.L NO.2012-103819,---L I I O.P.R.D.C. T. I LINE TABLE NO. DIRECTION DIST. L1 N45'53'50"W 11.63' L2 N85"13'48"E 15.27' CURVE TABLE NO. RADIUS LENGTH CH. BEARING CH. LENGTH C1 1491.57' 56.44 N3"22'21"W 56.43' C2 1512.39' 72.28 S3"45'19"E 72.27' I M ASSMACTNO. EX. 20'PUBLIC UTILITY EASEMENT —� - I I I�, o BLOCK 9 TO CITY OF DENTON �I I LAKEWOOD ESTATES VOL. 1219, PG. 872, D.R.D.C. T. I I ; I I 0 D OO CAB. C, PAGE 193, 1i I z P.R.D.C. T. D y I ti I N m X CALLED: 2.843 ACRES W VMY PROPERT/ES, LLC m o ! I , o mKZ D. C. C. 1. NO. 2016-2501, O. P. R. D. C. T. i o V I NI z w m EXHIBIT "A" 518" IRF '� I i 00_ ? VARIABLE WIDTH y I I PERMANENT WATER & SANITARY SEWER EASEMENT Y Y o o I I 0.1279 ACRES (5,573 S.F.) Ua,wl. I I 00 C Q Cl TXDOT ALUM. y m tj cc MON. FND. I rx ra: I EX. 8' PUBLIC UTILITY ESMT. I O m VU Z TXDOTALUM. MON. FND. I N89°24'17"W TO CITY OFDENTON PG.3081,— IPG.. 81 13.04' D.R.D.C. °53'50"W N45 -----------VOL�4f0. — - '" ? - 5.08 L TXDOTALUM. MON. FND. R.O.w:71 T MIRANDA PLACE POINT OF EXHIBIT "A" — VARIABLE WIDTH PERMANENT WATER & SANITARI SEWER EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 2.843 ACRES (DEED) ACAD FILE: 16-004 PARCEL 37 EASEMENTS.dwg DATE: 09/27/2016 1 CHECKED BY: E. ROBINSON ROAD (VARIABLE WIDTH PUBLIC RIGHT-OF-WAY) .%WNER& �F T Q.• QG I S •TER.. + F� 9 A§199kMSUR4EYMS •..:• ............••••:••• ERIC S. SPOONER 309 BYERS SiR=-Ef, SJr E 100, 9 A ESS,TD(AS 76039 4 59 2 90 (817)63>8448 VVUIIN COM y F s y0� TBPL.S FRM NO.100549M v E PARCEL 37 -• EXHIBIT A, PAGE 3 OF 3 I • 1 Exhibit "A" attachment to ordinance33 of 78 PARCEL 37 — VMY PROPERTIES — EXHIBIT "B" BEING a 0.2567 acre tract of land located in the Stephen Hembrie Survey, Abstract No. 643, City of Denton, Denton County, Texas, said 0.2567 acre tract of land being a portion of BLOCK 1, LAKEWOOD ESTATES, being an Addition to the said City and State, according to the plat thereof filed for record in Cabinet C, Page 193, Plat Records, Denton County, Texas, said 0.2567 acre tract of land also being a portion of a called 2.843 acre tract of land conveyed to VMY PROPERTIES, LLC, by deed as recorded in Denton County Clerk's Instrument No. 2016-2501, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.2567 acre tract of land being a variable width Temporary Construction Easement, and being more particularly described by metes and bounds as follows: BEGINNING at a point on the north easement line of an existing 8 feet wide Public Utility Easement conveyed to the City of Denton by deed recorded in Volume 4109, Page 3081, Deed Records, Denton County, Texas (D.R.D.C.T.), said beginning point being North 30' 30' 20" East, a distance of 9.23 feet from a Texas Department of Transportation aluminum monument found at the most southerly southeast property corner of a called 0.1486 acre tract of land described as Parcel 36, conveyed to the State of Texas, by deed as recorded in Denton County Clerk's Instrument No. 2012-103819, O.P.R.D.C.T., said beginning point being on the south block line of said Block 1, same being the north right-of-way line of Robinson Road (being a variable width public right-of-way); THENCE departing the said easement line, over and across said Block 1 the following courses and distances: North 02°23'24" West, 20 feet east of and parallel with the east property line of the said State of Texas tract, a distance of 273.81 feet to the beginning of a curve to the left having a radius of 1,512.39 feet; Along the said curve to the left, an arc length of 72.28 feet, and across a chord which bears North 03'45' 19" West, a distance of 72.27 feet; South 85013'48" West, a distance of 15.27 feet to a point on the east easement line of an existing 20 feet wide Public Utility Easement conveyed to the City of Denton by deed recorded in Volume 1219, Page 872, D.R.D.C.T., said point being at the beginning of a non -tangent curve to the left having a radius of 1,491.57 feet; THENCE in a northerly direction, along the said easement line and along the said curve to the left, an arc length of 13.44 feet, and across a chord which bears North 04°42'53" West, a chord length of 13.44 feet to the intersection of the said east easement line of the 20 feet wide Public Utility Easement and the south easement line of an existing Public Utility Easement conveyed to the City of Denton by deed recorded in Volume 2042, Page 1, D.R.D.C.T.; THENCE North 76' 52' 50" East, along the said south easement line, a distance of 45.48 feet to the beginning of a non -tangent curve to the right having a radius of 1,542.39 feet; THENCE in a southerly direction, departing the said easement line, along the said curve to the right, an arc length of 93.57 feet, and across a chord which bears South 04°07'41" East, a distance of 93.55 feet; THENCE South 02°23'24" East, a distance of 275.39 feet to the aforesaid north easement line (4109/3081); THENCE North 89'24' 17" West, along the said easement line and 8 feet north of and parallel with the said south block line of Block 1, a distance of 30.04 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.2567 acres (11,182 square feet), of land, more or less. Parcel 37 — VMY Properties — Exhibit "B" Page 1 of 4 SPOONER AND AssocIATES, INc, 309 BYER.S STREEr, # 100, Eucsss, TExAs 76039 -PH. 817-685-8448 - ESPOONER&SPOONERSUM EYORS.coM - S&A # 16-004 965 Exhibit "A" attachment to ordinance 34 of 78 NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. *SURVEYORS CERTIFICATE* I DO HEREBY CERTIFY THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. p �G, * AFO 9� 9 2B �G a i ERIC S. SPOONER 92 V F,y Eric S. Spooner, R.P.L.S. Spooner & Associates, Inc. Texas Registration No. 5922 TBPLS Firm No. 10054900 Parcel 37 — VMY Properties — Exhibit 'B" Page 2 of 4 SpooNER AND Assocum, INc, 309 BYERs STREEr, # 100, Eu LEss, TExAs 76039 —PH. 817-685-8448 — EseooNERn!lseooNERsuRyEYoRs.coM — S&A #16-004 966 Exhibit "A" attachment to ordinance 35 of 78 MAP OF EXHIBIT "B" I � ���Q�IG SURVEY SEE ATTACHED LEGAL DESCRIPTION ON STET EN a ��, PAGES 1 & 2 HEREIN e 00 "WAC 2 LOT 28 BLOCKC HICKORY CREEK HTS. CAB. N, PAGE 101, P.R.ID.0 T. — — L WILDWOOD LANE PROPERTY LINE 0 30' 60' ESMT. \ \ GRAPHIC SCALE IN FEET : r �=--T X PUBLIC OF DENTON O.R.O. CALLED: 0.1486ACRES PARCEL 36" STATE OF TEXAS I () D.C.C.I. NO. 2012-103819, O.P.R.D.C.T. I I I EXHIBIT "B" VARIABLE WIDTH TEMPORARY m T m' I I I CONSTRUCTION EASEMENT 0.2567ACRES (11,182 S.F.) (SHADED) AIR:. I I I '� z m;rj; I I I BLOCK 1 A r a m I 30.0 LAKEWOOD ESTATES CAB. C, PAGE 193, Z I ON I cn Io P.R.D. C. T. �hj ym I o N) a wI It's CALLED: 2.843 ACRES VMY PROPERTIES, LLC Ex 20' PUBLIC UTILITY I * I I m D. C. C. 1. N0.2016 2501, EASEMENT I I I O.P.R.D.C. T. TO CITY OF DENTON I v I I cVii VOL. 1219, PG. 872, w D.R.D.C.T. --- ----------- 5/8"IRF i SEPAGE 4 OF 4 FOR LINE TABLE, CURVE TABLE 20.01 ANDINSET TXDOTALUM MON. FND.POINT OF BLOCKA I BEGINNING HICKORY CREEK HTS. I I SEE INSET EX. 8'PUBLIC UTILITYESMT. CAB. N, PAGE 101, I I I TO CITY OF DENTON P.R.D.C.T. I +++• VOL. 4109, PG. 3081, LOT 36 • "' • D.R.D.C.T. •-----_ L TXDOTALUM L3� R.O.W.�T ' MON. FND. MIRANDA ROBINSONROAD PLACE (VARIABLE WIDTH PUBLIC RIGHT-OF-WAY) EXHIBIT 'B" — VARIABLE WIDTH TEMPORARY CONSTRUCTION EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 2.843 ACRES (DEED) ACAD FILE: 16-004 PARCEL 37 EASEMENTS.dwg DATE: 09/28/2016 E. OVER 2S YEARS OF SERVICE 11 Of : W I AZIC! -•• •'. •• • u.•arr� PARCEL 37 — EXHIBIT B, PAGE 3 OF 4 ST FO ..�:•. ................:... ERIC S. SPOONER .................. 5922 y O, zs�z yO/ 967 Exhibit "A" attachment to ordinance 36 of 78 MAP OF EXHIBIT "B" SEE ATTACHED LEGAL DESCRIPTION ON PAGES 1 8 2 HEREIN LINE TABLE NO. DIRECTION DIST. L1 S85"13'48"W 15.27' L2 N76°52'50"E 45.48' L3 N89"24'17"W 30.04' CURVE TABLE NO. RADIUS LENGTH CH BEARING CH. LENGTH Cl 1,512.39' 72.28' NO3 45'19"W 72-27" C2 1,491.57' 13.44' N04 4253"W 13.44' C3 1,542.39' 93.57' SO4°0741 E 93.55' INSET •r' •PT.'OF EXHIBIT B" • BLOCK 1 ••�• -----------L3 - - - - - - •�� N30"30'20"E 9.23' TXDOT ALUM. MON. FND. ROBINSONROAD (N. T.S.) EXHIBIT 'B" - VARIABLE WIDTH TEMPORARY CONSTRUCTION EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 2.843 ACRES (DEED) ACAD FILE: 16-004 PARCEL 37 EASEMENTS.dwg DATE: 09/28/2016 CHECKED BY: E. SPOONER SPOONER& A§FM§Sn5a53)qkTES PRalMyU 309 BYERS STREET, Sl rFE 100, HLESS, TEXAS 76M9 (817)6858448 VNMN OOAA TBPLS FRM NO.100549M PARCEL 37 - EXHIBIT B, PAGE 4 OF 4 968 Exhibit "A" attachment to ordinance 37 of 78 PARCEL 40A — WHEELER RIDGE HOA — EXHIBIT "A" BEING a 0.0665 acre tract of land located in the Berry Merchant Survey, Abstract No. 800, City of Denton, Denton County, Texas, said 0.0665 acre tract of land being a portion of LOT 1X, BLOCK V, WHEELER RIDGE PHASE THREE, being an Addition to the said City and State, according to the plat thereof filed for record in Cabinet W, Page 538, Plat Records, Denton County, Texas, said 0.0665 acre tract of land also being a portion of that certain tract of land conveyed to WHEELER RIDGE HOMEOWNERS' ASSOCIATION, by deed as recorded in Denton County Clerk's Instrument No. 2006-15738, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0665 acre tract of land being a variable width permanent Sanitary Sewer Easement and more particularly described by metes and bounds as follows: COMMENCING at a "X" in concrete found at the northeast property corner of a called 0.4933 acre tract of land described as "Parcel 46", conveyed to the State of Texas, by deed as recorded in Denton County Clerk's Instrument No. 2011-48534, O.P.R.D.C.T., same being on the north lot line of said Lot 1X, same also being on the south right-of-way line of Wheeler Ridge Drive, being a 60 feet wide public right-of-way conveyed by said Wheeler Ridge Phase Three; THENCE, South 02°23'57" East, along the east property line of the said 0.4933 acre tract, 02°23'57" East, a distance of 638.17 feet to a point; THENCE East, departing the said east property line, over and across said Lot 1X, a distance of 4.25 feet to the east line of an existing public utility easement conveyed by said Wheeler Ridge Phase Three, said point also being the POINT OF BEGINNING of the hereon described 0.0665 acre tract; THENCE East, departing the said east easement line, continuing over and across said Lot 1X, a distance of 25.78 feet; THENCE South 02023'57" East, continuing over and across said Lot 1X, a distance of 112.39 feet; THENCE West, continuing over and across said Lot 1X, a distance of 25.80 feet to the said east easement line; THENCE North 02°23'57" West, along the said easement line, a distance of 112.39 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0665 acres (2,896 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. * SURVEYOR'S STATEMENT * I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of August 24, 2016, issued September 12, 2016, GF #2027-198042-RU affecting the subject property. E ..0 . e �p Te� 9-29-16 Eric S. Spooner Date ERIC S. SPOONER Registered Professional Land Surveyor 5922 p .' Texas Registration No. 5922 9 °`E s s + °`� 0 Spooner and Associates, Inc. suRV� T.B.P.L.S. Firm No. 10054900 Surveyed on the ground May of 2016 Parcel 40A — WHEELER RIDGE HOA — Exhibit "A" Page 1 of 2 SPOONER AND ASSDCIATES, INC, 309 BYERS STREET, #100, EULESS, TEXAS 76039 - PH. 817-685-8448-ESPOONER(&,,SPOONERSURVEYORS.COM- S&A #16-004 Exhibit "A" attachment to ordinance 38 of 78 MAP OF EXHIBIT "A " SEE ATTACHED LEGAL DESCRIPTION ON PAGE 1 HEREIN POINT OF COMMENCING X"CUTFOUND �I CALLED: 0.4933 ACRES "PARCEL 46" STATE OF TEXAS D.C. C.I. NO. 2011-48534, O. P.R.D. C. T. REMAINDER OF EX. PUBLIC UTILITY ESMT. CAB. W, SLIDE 538, P. R. D. C. T. 0 20' 40' (60' WIDE PUBLIC R.O.W) GRAPHIC SCALE IN FEET WHEELER RIDGE DR. ,,, = 40' 8' PUBLIC UTILITY ESMT. I CAB, W, SLIDE 538, W I I r\ P. R.D. C. T. of I LOT IX, BLOCK V I DRAINAGE EASEMENT EXHIBIT B1 TEMPORARY WHEELER RIDGE PHASE THREE CONSTRUCTION CAB. W, PAGE 538, EASEMENT BY SEPARATE P.R.D.C.T. INSTRUMENT. I I OWNER: POINT OF WHEELER RIDGE I I EAST BEGINNING HOMEOWNERS' 4.25' EAST ASSOCIATION 25. 78' D.C. C. L NO. 2006-15738, I O. P. R. D. C. T. EXHIBIT B2 30.00' I TEMPORARY CONSTRUCTION O(�11�E EASEMENT 1 N i cM i BY SEPARATE / INSTRUMENT. SURVEY goo I;; NI IN I LOT5 z i � I� EXHIBIT "A" I I VARIABLE WIDTH PERMANENT SANITARY SEWER EASEMENT 0.0665 ACRES (2,896 S.F.) I WEST _—� i --- 25.80' 11 I LOT28 LOT27 01 I I I EXHIBIT "A" — VARIABLE WIDTH PERMANENT SANITARY SEWER EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 4.706 ACRES (CALC) ACAD FILE: 16-004 PARCEL 40A EASEMENTS.dwg DATEv09.10612016V CHECKED BY: E`SPOONER SP70ONER& ACIAPROMSSONAL TES 309 BYERS STREET, SUfTE 100, EULESS, TEXAS 76039 (817)6858448 VWWV.SPOONERSURVEYORS.COM TBPLS FIRM NO.10054900 PARCEL 40A — EXHIBIT A, PAGE 2 OF 2 / T LOT6 LOT 26 9-29-16 E OFco , T .N ERIC S. SPOONER 5922 �o Exhibit "A" attachment to ordinance 39 of 78 PARCEL 40A — WHEELER RIDGE HOA — EXHIBIT "B1" BEING a 0.0050 acre tract of land situated in the Berry Merchant Survey, Abstract No. 800, City of Denton, Denton County, Texas, said 0.0050 acre tract of land being a portion of LOT 1X, BLOCK V, WHEELER RIDGE PHASE THREE, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet B, Page 538, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.0050 acre tract of land being a portion of that certain tract of land conveyed to WHEELER RIDGE HOMEOWNERS' ASSOCIATION by deed recorded in Denton County Clerk's Instrument (D.C.C.I.) No. 2006-15738, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0050 acre tract of land being a variable width Temporary Construction Easement, and being more particularly described by metes and bounds as follows: BEGINNING at a point being located South 04' 08' 38" East, a distance of 624.24 feet from an X-cut found at the northeast property corner of that certain tract of land conveyed to the State of Texas by deed recorded in D.C.C.I. No. 2011-48534, O.P.R.D.C.T., said beginning point also on the north lot line of said Lot 1X; THENCE over and across said Lot 1X, the following courses and distances: SOUTH, a distance of 15.00 feet; WEST, a distance of 14.15 feet to the east easement line of an existing 20 feet wide Public Utility Easement as shown on the said Wheeler Ridge Phase Three; THENCE North 02' 23' 27" West, along the said easement line, a distance of 15.01 feet; THENCE EAST, departing the said easement line, a distance of 14.78 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0050 acres (217 square feet) od land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. ,4 �-- 9-29-16 Eric S. Spo r Date Registered rofessional Land Surveyor Texas Registration No. 5922 Spooner and Associates, Inc. T.B.P.L.S. Firm No. 10054900 Surveyed on the ground May of 2016 Ap .�G�ST�Rfif ERIC S. SPOONER 5922 V. �.9FFssso?pp4 5URo��� Parcel 40A — WHEELER RIDGE HOA — Exhibits "B 1 & B2" Page 1 of 4 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 — PH. 817-685-8448 — ESPOONER(a),SPOONERSURVEYORS.COM — S&A # 16-004 971 Exhibit "A" attachment to ordinance 40 of 78 PARCEL 40A — WHEELER RIDGE HOA — EXHIBIT "B2" BEING a 0.0528 acre tract of land situated in the Berry Merchant Survey, Abstract No. 800, City of Denton, Denton County, Texas, said 0.0528 acre tract of land being a portion of LOT 1X, BLOCK V, WHEELER RIDGE PHASE THREE, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet B, Page 538, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.0528 acre tract of land being a portion of that certain tract of land conveyed to WHEELER RIDGE HOMEOWNERS' ASSOCIATION by deed recorded in Denton County Clerk's Instrument No. 2006-15738, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0528 acre tract of land being a variable width Temporary Construction Easement, and being more particularly described by metes and bounds as follows: BEGINNING at a point being located North 38' 18' 08" West, a distance of 58.03 feet from an interior lot corner of said Lot 1X, same being the northwest lot corner of Lot 5, of said Block V; THENCE over and across said Lot 1X, the following courses and distances: South 02' 23' 57" East, a distance of 127.40 feet to a point being located South 55' 37' 14" West, a distance of 10.66 feet from an interior lot corner of said Lot 1X, same being the northwest lot corner of Lot 28, of said Block V; WEST, a distance of 40.82 feet to the east easement line of an existing 20 feet wide Public Utility Easement as shown on the said Wheeler Ridge Phase Three; THENCE North 02' 23' 27" West, along the said easement line, a distance of 15.01 feet; THENCE departing the said easement line, continuing over and across the said Lot 1X, the following courses and distances: EAST, a distance of 25.80 feet; North 02' 23' 57" West, a distance of 112.39 feet; EAST, a distance of 15.01 feet to the POINT OF BEGINNING. The hereinabove described tract contains a computed area of 0.0528 acres (2,298 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. E o r= T T e.' F-f 9-29-16 y: Eric S. Sp er Date ERIC S. SPOONER Registered Professional Land Surveyor 9 Texas Registration No. 5922 �'.�po 5922�p_ 4 FEsss° b Spooner and Associates, Inc. ��� 5 u R`� E� T.B.P.L.S. Firm No. 10054900 Surveyed on the ground May of 2016 Parcel 40A — WHEELER RIDGE HOA — Exhibits "B 1 & B2" Page 2 of 4 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, #100, EULESs, TEXAS 76039 —PH. 817-685-8448 — ESPOONER(ii),SPOONERSURVEYORS.COM — S&A #16-004 972 Exhibit "A" attachment to ordinance 41 of 78 MAP OF EXHIBITS "BI & B2" SEE ATTACHED LEGAL DESCRIPTIONS ON (60' WIDE PUBLIC R.O.W.) PAGES 1 & 2 HEREIN WHEELER RIDGE DR. XCF 1 R.O. w SEEPAGE 4 OF 4 _ FOR LINE TABLE&INSET 8'PUBLIC UTILITYESMT. L- CAB. W, SLIDE 538, CALLED: 0.4933 ACRES P. R. D. C. T. PARCEL STATE OF TEEXXAS � I I cn LOT IX, BLOCK V D.C.C.I. NO. 2011-48534, I DRAINAGE EASEMENT O.P.R.D.C. T. I I Cgi WHEELER RIDGE PHASE THREE I m CAB. B, PAGE 538, P. R. D. C. T. EXHIBIT "B1"� OWNER: VAR/ABLE WIDTH I � POINT OF WHEELER RIDGE TEMPORARY CONSTRUCTION BEGINNING EASEMENT I EXHIBIT ' B 1 " HOMEOWNERS' 0.0050 ACRES (217 S.F.) I I ASSOCIATION (SHADED) POINT OF D. C. C. I. NO. 2006-15738, tL4 BEGINNING 'B2" O.P.R.D.C.T.EXHIBIT �J � L8 �U 'L 2 /. Z .ow / I `. / 1 I IN m I r W LOT S w¢ R.o. w- I)0A Z I Tn EXHIBIT "B2" zuwvEy N ����� Mr ERC��� Sao oo Oo VAR/ABLE WIDTH ( I I I I I I TEMPORARY CONSTRUCTION z o I 0 EASEMENT I ~ "I I SEE INSET 0.0528ACRES (2,298 S.F. J I I ON PAGE 4 OF 4 (SHADED) I� L6 J r� I WEST — 40.82' 20' 40' I EX. 20'PUBLIC LOT 28 UTILITYESMT. GRAPHIC SCALE IN FEET CAB. W, PAGE 538, I I I P.R. D. C. T. I LOT 27 1 " = 40' I ---- EXHIBITS 'B 1 & B2" — VARIABLE WIDTH TEMPORARY CONSTRUCTION EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 4.706 ACRES (CALC) ACAD FILE: 16-004 PARCEL 40A EASEMENTS.dwg DATE: 09/06/2016 I CHECKED BY: E. SPOONER • level "IMFD�z VFAQC AF CFQVICF 309 BYERS STREET, SUTTE 100, EULESS, TEXAS 76039 (817)6858448 V\AAW.SPOONERSURVEYORS.COM TBPLS FIRM NO.10054900 PARCEL 40A -- EXHIBITS B1 & B2, PAGE 3 OF 4 9-29-16 C� OF ...`P. ..G \ � RFo y. . ERIC S. SPOONER .................. 9 5922 �9 O 011 � 973 Exhibit "A" attachment to ordinance 42 of 78 MAP OF EXHIBITS "BI & B2" SEE ATTACHED LEGAL DESCRIPTIONS ON PAGES 1 & 2 HEREIN LINE TABLE (B1) NO. DIRECTION DIST. L1 SOUTH 15.00' L2 WEST 14.15' L3 N2°23'27"W 15.01' L4 EAST 14.78' LINE TABLE (B2) NO. DIRECTION DIST. L5 N2°23'27"W 15.01' L6 EAST 25.80' L7 N2°23'57"W 112.39' L8 EAST 15.01' EXHIBITS 'B 1 & B2" - VARIABLE WIDTH TEMPORARY CONSTRUCTION EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 4.706 ACRES (CALC) ACAD FILE: 16-004 PARCEL 40A EASEMENTS.dwg DATE: 09/06/2016 1 CHECKED BY. E. SPOONER INSET I (N.T.S.) SPOONER& ASSOCIATES 309 BYERS STREET, SUITE 100, EULESS, TEXAS 76039 (817)6858448 VWWV.SPOONERSURVEYORS.COM TBPLS FIRM NO.10054900 PARCEL 40A - EXHIBITS B1 & B2, PAGE 4 OF 4 -29-16 (� OF ))9 �O)r .................S. SPO........... 5922 q FS 974 Exhibit "A" attachment to ordinance43 of 78 PARCEL 43 — LEXINGTON MEDICAL PARK, LLC — EXHIBIT "A" BEING a 0.0196 acre tract of land located in the Eli Picket Survey, Abstract No. 1018, City of Denton, Denton County, Texas, said 0.0196 acre tract of land being a portion of LOT 8R, BLOCK 1, LEXINGTON PARK PHASE TWO, being an Addition to the said City and State, according to the plat thereof filed for record in Denton County Clerk's Instrument No. 2009-225, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0196 acre tract of land also being a portion of that certain tract of land conveyed to LEXINGTON MEDICAL PARK, LLC, by deed as recorded in Denton County Clerk's Instrument No. 2007-6349, O.P.R.D.C.T., said 0.0196 acre tract of land being a variable width permanent Water & Sanitary Sewer Easement and being more particularly described by metes and bounds as follows: BEGINNING at a point on the common lot line of said Lot 8R and Lot 7X, Block L, Lexington Park Phase Two, being an Addition to the said City and State, according to the plat thereof filed for record in Cabinet V, Page 889, Plat Records, Denton County, Texas, said beginning point also being at the intersection of the said common lot line with the west line of the remainder of an existing 20 feet wide Utility Easement, as shown on the said plat of Lexington Park Phase Two (D.C.C.I. No. 2009-225), said beginning point being South 43°06'06" West, a distance of 24.90 feet from a Texas Department of Transportation aluminum monument found at the northwest property comer of a called 0.0206 acre tract of land described as Parcel 50, conveyed to the State of Texas, by deed as recorded in Denton County Clerk's Instrument No. 2012-20440, O.P.R.D.C.T; THENCE South 02°25'47" East, departing the said common lot line, and along the said west line of the existing Utility Easement, a distance of 363.29 feet to a point for corner on the south lot line of said Lot 8R, from which a Texas Department of Transportation aluminum monument found at the southwest property corner of the said 0.0206 acre tract bears North 89°49'55" East, a distance of 17.55 feet; THENCE South 89°49'55" West, along the said south lot line of Lot 8R, a distance of 2.46 feet to a point for comer from which a 1/2 inch iron rod with a cap stamped "DAA" found at the southwest lot comer of said Lot 8R bears South 89°49'55" West, a distance of 353.59 feet; THENCE North 02023'44" West, departing the said lot line, over and across said Lot 8R, and along a line 20 feet west of and parallel with the west property line of the said 0.0206 acre tract, a distance of 360.99 feet to the said common lot line of Lots 7X and 8R; THENCE North 43006'06" East, along the said common lot lines, a distance of 3.15 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0196 acres (852 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. Parcel 43 --- LEXINGTON MEDICAL PARK, LLC — Exhibit "A" Page 1 of 3 SPOONER AND Assocmms, INc, 309 BYERs STREET, #100, EULEss, TExns 76039 -PH. 817-685-8448 - ESPooNERAsPOONERSORVEYORS,COM - S&A #16-004 975 Exhibit "A" attachment to ordinance44 of 78 * SURVEYOR'S STATEMENT * I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of August 10', 2016, issued August 25', 2016, GF #2027-198039-RU affecting the subject property. Eric S. Spo er Date Registered Professional Land Surveyor Texas Registration No. 5922 Spooner and Associates, Inc. T.B.P.L.S. Firm No. 10054900 O f ' r tQ . �GXS TERt ERIC S. SPOONER ....................... 5922 SUR14 F Parcel 43 — LEXINGTON MEDICAL PARK, LLC — Exhibit "A" Page 2 of 3 SPOONER AND ASSOCIATES, INC, 309 BYERs STREET, #100, EULESs, TExAs 76039— PH. 817-685-8445 — ESPOONER(a)SPOONERSURVEYORS.COM —S&A #16-004 Exhibit "A" attachment to ordinance45 of 78 MAP OF EXHIBIT "A " SEE ATTACHED LEGAL DESCRIPTION ON PAGES 1 & 2 HEREIN Edo pICKET"URVEY AMVRQC� nMOo Iola 25' LINE TABLE NO. DIRECTION DIST. L1 S43°06'06"W 24.90' L2 N89°49'55"E 17.55' L3 S89°49'55"W 2.46' L4 I N43°06'06"E 3.15' LOT 7X, BLOCKL LEXINGTON PARK PHASE TWO CAB. V, PG. 889, P.R.D. C. T. 50' GRAPHIC SCALE IN FEET V=50' LOT L/NE �l OWNER: LEXINGTON POINT OF BEGINNING V TXDOTALUM. MON. FND. H ' I. / 81 -4 Ci / (SooNO Or� U6, Ja�UO I U y U O 20.0A EX. 20'UTILITYESMT. D.C. C.I. NO, 2009-225, O.P.R.D.C.T. I• N I' ce) LOT8R, BLOCKL t I _ LEXINGTON PARK 3 PHASE TWO In co N I D.C. C. 1. NO.2009-225, O.P.R. D.C.T. 0 o o d US I• ° w W Z m ►� (SHADED) I EXHIBIT 'A" VARIABLE WIDTH PERMANENT WATER MEDICAL PARK, LLC `)AN11AKT JCYYCK CAJCMCn►/--+J 11' i• / D.C.C.L NO. 2007-6349, 0.0196 ACRES (852 S.F.) I I / D.R.D.C.T. I I� REMAINDER OF CALLED: 54.4788 ACRES I EX. 24'ACCESS ESMT. I DWIGHT THOMPSON MINISTRIES, /NC. D.C. C.I. NO.2009-225, — -- � VOL. 3135, PG. 439, O.P.R.D.C. T. I I� / D.R.D. C. T. I I z . / EX. 16' S.S. ESMT. I I I i CAB. V, SLIDE 889, 1/2" CIRF DAA" Q S. W. C. OF LOT 8R I I �� I , O 2 ...... ... P.R.D.C. T. — — — _BEARS S89°4955W_ 353.59' . _ L — -J — k ------ r--------- LOT LINE — — — — — L3 1 4 EXHIBIT "A" PERMANENT WATER & SANITARY SEWER EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). PROPERTY: LOT 8R, BLOCK L, LEXINGTON PARK PHASE TWO LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 1.655 ACRES (PLAT) ACAD FILE: 16-004 PARCEL 43 EASEMENT.dwg DATE: 0&19/2016 OVER 25 YEARS OF SERVICE of = • u.-an PARCEL 43 - EXHIBIT "A" -• PAGE 3 OF 3 �G%�5' �O * •TER y:................. :... ERIC S. SPOONER .................. 977 Exhibit "A" attachment to ordinance46 of 78 PARCEL 43 — LEXINGTON MEDICAL PARK, LLC — EXHIBIT "B" BEING a 0.0077 acre tract of land located in the Eli Picket Survey, Abstract No. 1018, City of Denton, Denton County, Texas, said 0.0077 acre tract of land being a portion of LOT 8R, BLOCK 1, LEXINGTON PARK PHASE TWO, being an Addition to the said City and State, according to the plat thereof filed for record in Denton County Clerk's Instrument No. 2009-225, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0077 acre tract of land also being a portion of that certain tract of land conveyed to LEXINGTON MEDICAL PARK, LLC, by deed as recorded in Denton County Clerk's Instrument No. 2007-6349, O.P.R.D.C.T., said 0.0077 acre tract of land being a 7.5 feet wide Temporary Construction Easement and being more particularly described by metes and bounds as follows: COMMENCING at a Texas Department of Transportation aluminum monument found on the common lot line of said Lot 8R and Lot 7X, Block L, Lexington Park Phase Two, being an Addition to the said City and State, according to the plat thereof filed for record in Cabinet V, Page 889, Plat Records, Denton County, Texas, said commencing point also being at the northwest property corner of a called 0.0206 acre tract of land described as Parcel 50, conveyed to the State of Texas, by deed as recorded in Denton County Clerk's Instrument No. 2012-20440, O.P.R.D.C.T.; THENCE South 43°06'06" West, along the said common lot line, a distance of 28.04 feet to a point for corner from which a 1/2 inch iron rod with a cap stamped "DAA" found at.the southwest lot comer of said Lot 8R bears South 43°06'06" West, a distance of 495.39 feet; THENCE departing the said common lot line, over and across said Lot 8R the following courses and distances: South 02°23'44" East, a distance of 16.29 feet to the POINT OF BEGINNING of the herein described tract of land; South 02°23'44" East, a distance of 45.00 feet; South 87°36' 16" West, a distance of 7.50 feet; North 02°23'44" West, a distance of 45.00 feet; North 87036' 16" East, a distance of 7.50 feet to the POINT OF BEGINNING; The hereinabove described tract of land contains a computed area of 0.0077 acres (337 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. * SURVEYOR'S STATEMENT * I DO HEREBY CERTIFY THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. Eric S. Spooner, R.P.L.S. Spooner & Associates, Inc. Texas Registration No. 5922 TBPLS Firm No. 10054900 F )ERIC S. SPOE p 0 j Parcel 43 — LEXINGTON MEDICAL PARK, LLC — Exhibit "B" Page 1 of 2 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET', # 100, EUT.PSs, TExAs 76039 —PH. 817-685-8448 — ESPOONERASPOONERSURVEYORS.COM — S&A # 16-004 978 Exhibit "A" attachment to ordinance47 of 78 MAP OF EXHIBIT "B" SEE ATTACHED LEGAL DESCRIPTION ON PAGE 1 HEREIN EL# pOGKETT SURVEY AOS-FRAC "DO Iola LINE TABLE NO. DIRECTION DIST. L1 S43*06'06"W 28.04' L2 S02°2344"E 16.29' L3 S02"2344"E 45.00' L4 S87°36'16"W 7.50' L5 NO2°2344"W 45.00' L6 N87°36'16"E 7.50' 0 10, 20' LOT 7X, BLOCK L LEXINGTON PARK PHASE TWO CAB. V, PG. 889, P. R.D.C. T. 0Q\'0 �g POINT OF 6 •' g5' `� • I BEGINNING /L6 I II / 7.50 =- --4 1 / I lr I: MI lw I l GRAPHIC SCALE IN FEET /1�0� l I I 1" = 20' / (HATCHED) l l I EXH/B'T "B" (_ J I I : 7.5' W/DE TEMPORARY L4 I I / CONSTRUCTION EASEMENT / 0.0077 ACRES (337 S.F.) i I LOT 8R, BLOCKL LEXINGTON PARK / PHASE TWO / D C C l NO 2009-225 ° POINT OF COMMENCING TXDOT ALUM. MON. FND. O. P. R. D. C. T. 1 Wo�jo OWNER: I k ti v, LEXINGTON I w Ci y MEDICAL PARK, LLC e J o D.C.C.I. NO. 2007-6349, I �$ I cNwN �O D.R.D.C. T. U. O � OQU. I I: �w�Cjj0 I U O EXHIBIT "B" 7.5' WIDE TEMPORARY SPOONER& � °Fqj:T CONSTRUCTION EASEMENT ASSOCIATES . .. •`" :..................:... THE BASIS OF BEARINGS FOR THIS SURVEY IS FEGsTBim mammm& Lmzssz.ew ERIC S. SPOONER THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202).&A• • 309BYERSSTREET,SLXTE100,91ESSTB(AS76M .................... 5922 -.Po PROPERTY: LOT BR, BLOCK L, LEXINGTON PARK PHASE TWO LOCATION: CITY OF DENTON, DENTON CO., TEXAS @17)6658W VWM Q 9 s s WHOLE PROPERTY ACREAGE: 1.655 ACRES (PLAT) TBPLSFRM NO.100549M V �y0 ACAD FILE: 16-004 PARCEL 43 EASEMENT.dwg 56AJ B N .: 16-004 DRAWN C.R.R. REV. 9-26-16 PARCEL 43 -• EXHIBIT "B" - PAGE 2 OF 2 DATE: 08/19/2016 CHECKED D BY: E.S.S. 979 Exhibit "A" attachment to ordinance 48 of 78 PARCEL 48A — HICKORY CREEK PLAZA, LLC — EXHIBIT "A" BEING a 0.0193 acre tract of land situated in the Berry Merchant Survey Abstract No. 800, City of Denton, Denton County, Texas, said 0.0193 acre tract of land being a portion of LOT 3, BLOCK A, HICKORY CREEK PLAZA ADDITION, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Document No. 2008-70853, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0193 acre tract of land being a portion of that certain tract of land conveyed to HICKORY CREEK PLAZA, LLC by deed recorded in Document No. 2007-12044, O.P.R.D.C.T., said 0.0193 acre tract of land being a variable width Permanent Water and Sanitary Sewer Easement and being more particularly described by metes and bounds as follows: BEGINNING at the intersection of the east easement line of the remainder of an existing 20 feet wide Public Utility Easement, as shown on plat recorded in Cabinet W, Page 677, Plat Records, Denton County, Texas, (P.R.D.C.T.), and the northwest easement line of an existing 20 feet wide Sanitary Sewer Easement conveyed by deed recorded in Volume 1129, Page 572, Deed Records, Denton County, Texas (D.R.D.C.T.), said beginning point being North 14' 44' 32" East, a distance of 45.80 feet from a 1/2-inch iron rod found at the southwest lot corner of said Lot 3, same being the northwest lot corner of Lot 4, of said Block A, said iron rod also being on the east right- of-way line of Teasley Lane (being a variable width right-of-way); THENCE North 01 ° 29' 25" West, along the said east easement line, a distance of 34.25 feet to the intersection of the said east easement line and the south easement line of an existing 8 feet wide Public Utility Easement conveyed by plat recorded in Document No. 2008-70853, O.P.R.D.C.T., THENCE North 88' 25' 08" East, along the said south easement line, a distance of 49.19 feet to the intersection of the said south easement line and the aforesaid northwest easement line; THENCE South 53' 35' 57" West, along the said northwest easement line, a distance of 59.98 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0193 acres (842 square feet) of land, more or less. * SURVEYOR'S STATEMENT * I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of August 16, 2016, issued September 6, 2016, GF #2027-198037-RU affecting the subject property. jog 9-29-16 Eric S. Sp er Date ��4�* y. Registere Professional Land Surveyor - - - - - - - - - - - - - - - Texas Registration No. 5922 ERIC S. SPOON.. Spooner and Associates, Inc. ` �n 5922�p ' 4 T.B.P.L.S. Firm No. 10054900 +0 5 U Parcels 48A — Hickory Creek Plaza, LLC — Exhibit "A" Page 1 of 2 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 - PH. 817-685-8448 - ESPOONER(&,SPOONERSURVEYORS.COM - S&A # 16-004 980 Exhibit "A" attachment to ordinance 49 of 78 MAP OF EXHIBIT "A" / SEE ATTACHED LEGAL DESCRIPTION ON / PAGE 1 OF EXHIBIT "A" HEREIN / BEN, a ��C�NAN� �Ma��� pWRAC7 goo 00o / HICKORY CREEK ROAD I ' / �� P� (VARIABLE WIDTH Gy PUBLIC RIGHT-OF-WAY) OQ t(P OQ / v QG• / EXHIBIT "A" I ROW LINE VARIABLE WIDTH I / / PERMANENT WATER & I / / SANITARY SEWER EASEMENT N88°25'08"E - 49.19' 0.0193ACRES (842S.F.)--------- ��---- EX. 8' PUBLIC UTILITY EASEMENT / 1?p t i / �p��$ / / DOC. NO. 2008-70853 / I�5 O.P.R.D.C.T. POINT OF BEGINNING It- -�1 � N� Q O ICS U ill CL O w J m / EO 0 1 I / ' C-i ZI/ ♦� ���2e�o G .// HICKORY CREEK PLAZA, LLC DOC. NO. 2007-12044 O. P. R. D. C. T. C I / / LOT 3, BLOCKA HICKORY CREEK PLAZA ADDITION DOC. NO. 2008-70853 r I/ O. P. R. D. C. T. 2/ I 112" IRF REMAINDER OF EX. 20' PUBLIC ' I UTILITY EASEMENT / I CAB. W, PG. 677, / BOWLINE P.R.D.C.T. / I / I LOT LINE LOT 4 0 10, 20' GRAPHIC SCALE IN FEET 1"=20' EXHIBIT "A" - VARIABLE WIDTH PERMANENT WATER & SPOONER& SANITARY SEWER EASMENT A§REGWsrM(EDPxROlATES THE BASIS OF BEARINGS FOR THIS SURVEY IS FESSIONALIAND SURVEYORS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). All :11 I'll PROPERTY: LOT 3, BLOCK &HICKORY CREEK PLAZA ADDITION 309 BYERS STREET, SUITE 100, EULESS, TEXAS 76039 LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 0.6156 ACRES(PLAT) (817)685-8448 WWW.SPOONERSURVEYORS.COM 16-004 PAR 48A HICKORY CREEK PLAZA.dwg TBPLS FIRM NO. 10054900 S&A JOB NO.: 16-004 DRAWN BY: R.W. BRAUD 1 PARCEL 48A — EXHIBIT "A" •- PAGE 2 OF 2 DATE: 09-27-2016 CHECKED BY: E.S.SPOONER 9-29-16 (�.•0F• T ERIC S. SPOONER ......................... 5922 yz es-\ 0 981 Exhibit "A" attachment to ordinance 50 of 78 PARCEL 57 — BLANKEMEYER PROPERTY LLC — EXHIBIT "A" BEING a 0.6142 acre tract of land situated in the W.E. Penley Survey, Abstract No. 1729, City of Denton, Denton County, Texas, said 0.6142 acre tract of land being a portion of that certain tract of land conveyed to BLANKEMEYER PROPERTY, LLC by deed recorded in Document No. 2015-65285, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.6142 acre tract of land being a variable width Temporary Construction Easement and being more particularly described by metes and bounds as follows: BEGINNING at a point on the north property line of the said Blankemeyer tract, same being the south lot line of Lot 1, Block C, Teasley Harbor Phase 1, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet T, Slide 197, Plat Records, Denton County, Texas (P.R.D.C.T.), said beginning point also being the northeast easement corner of an existing 20 feet wide Public Utility Easement conveyed to Denton Independent School District by deed recorded in Document No. 2003-186685, O.P.R.D.C.T., said beginning point being North 89' 46' 19" East, a distance of 27.50 feet from a Texas Department of Transportation aluminum disk monument found at the southwest lot corner of said Lot 1, same being the northeast property corner of that certain tract of land conveyed to the State of Texas by deed recorded in Document No. 2010-36869, O.P.R.D.C.T.; THENCE North 89" 46' 19" East, along the said property line and along the said lot line, a distance of 31.99 feet; THENCE departing the said property line and the said lot line, over and across the said Blankemeyer tract, the following courses and distances: South 000 58' 01" East, a distance of 801.33 feet; South 890 01' 59" West, a distance of 20.00 feet; South 00' 58'01" East, a distance of 102.14 feet; South 89' 01' 59" West, a distance of 11.75 feet to the east easement line of the aforesaid Public Utility Easement; THENCE North 000 58' 55" West, along the said easement line, a distance of 903.89 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.6142 acres (26,753 square feet) of land, more or less. -2 Eric S. Spodrov Date Registered Professional Land Surveyor Texas Registration No. 5922 Spooner and Associates, Inc. T.B.P.L.S. Firm No. 10054900 OF T �p 5TERPF,f. ERIC S. SPOONER ........................ 5922 t C9 .°PE5.vp� Q S U R`I F'yQ i/ Parcels 57 — Blankemeyer Property, LLC — Exhibit "A" Page 1 of 3 SPOONER AND Assocmm, INc, 309 BYERs STREET, #100, Eums, TExas 76039 —PH. 817-685-8448 — E¢POONPR(&SPOONERSURVEYDRS.con+— S&A # 16-004 4 Exhibit "A" attachment to ordinance5l of 78 MAP OF EXHIBIT "A" �� ""ABSr LIGHTHOUSE DRIVE AC O 000�' SEE ATTACHED LEGAL DESCRIPTION ON TXDOTALUM. (50' RIGHT--OF-WAY) PAGE 1 OF EXHIBIT "A" HEREIN DISK MON. FND. TXDOTALUM. DISK MON. FND. _ T — — — — L EX. 8' PUBLIC UTILITY EASEMENT EX. 20' PUBLIC UTILITY EASEMENT I CAB. T, SLIDE 197, P.R.D.C.T. LOT 7 LOT 8 CAB. T, SLIDE 197, P.R.D.C.T LOT 1 LOT 2 LOT 3 LOT 4 LOT 5 BLOCKC, TEASLEY HARBOR PHASE 1 27.50J111 N89°46'19"E CABINET TSLIDE 197, TXDOTALUM.N89°46'19"E31.99' LOT6 P.R.D.C.T.DISK MON. FND POINT OF BEGINNING EX. 37.5' PUBLIC UTILITYEASEMENT TO DENTON I.S.D. DOC. NO. 2003-186685 O.P.R.D.C.T. Iv— N� Cj 0 QIt ?o7 Q. LU JQ � �'5C o Q � R.O.W. LINE STATE OF TEXAS DOC. NO.2010-36869 O.P.R.D.C.T. 20' RIGHT OF WAY & EASEMENT TO DVANCE MIDSTREAM LP vrnvrcic i i �� APPROXIMATE LINE SURVEYLINE I I i I I I I I I I APPROXIMATE I I r SURVEYL/NE po gr�Q���®a I I _ I IM 0 I II I Iw I I00 a I o BLANKEMEYER I I u) a I PROPERTY, LLC I I INDOC. NO. 2015-65285 I I d O. P. R. D. C. T. I I I I I EXHIBIT 'A" VARIABLE WIDTH I TEMPORARY CONSTRUCTION ( �-� EASEMENT I I 0.6142 ACRES (26,753 S.F.) I I (SHADED) A DOC. NO. 2005-155906, O.P.R.D.C.T III I 0 50' 100' III I SEE PAGE 3 OF 3 I I I GRAPHIC SCALE IN FEET �. ."r I' T MATCHL17VE 1. 1 1 EXHIBIT "A" - VARIABLE WIDTH TEMPORARY CONSTRUCTION EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). PROPERTY: BLANKEMEYER PROPERTY, LLC LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 83.604 16-004 P57 EASEMENT.dwg DATE: 09-27-2016 1 CHECKED BY: E.S.S. %WNER& MPWM0lMLAM0URM0ft .A.M.IATES 309 BYERS STREET, SUITE IW, EULESS, TEXAS 76039 (817) 6&5.84Q W W W.SPOONERSURVEYORS.COM TSPLS FIRM NO.100MM PARCEL 57, EXHIBIT "A" PAGE 2 OF 3 1 " = 100' S TER, + N ERIC S. SPOONER Q 5922 �' 9 Ess%\y0� 983 Exhibit "A" attachment to ordinance 52 of 78 SEEPAGE 2 OF 3 � II I '�106J _ � MAP OF EXHIBIT "A " MA TCBLINE III I SEE PAGAE CHED 1 OF LEGA I DES RIIREINN ON III III I EXHIBIT "A"- VAR/ABLE WIDTH III I TEMPORARY CONSTRUCTION I I I EASEMENT 1�0.6142 ACRES (26,753 S.F.) III I (SHADED) EX 37.5' PUBLIC UTILITY EASEMENT TO DENTON I.S.D. DOC. NO.2003-186685 O.P.R.D.C. T. N--g U Ll O LL =O� JaLu(6 CL W m� , JQ � (n Q O Q � R.O.W. LINE 20' RIGHT OF WAY & EASEMENT TO ADVANCE MIDSTREAM LP DOC. NO. 2005-155906, O.P.R.D.C.T. III I d�� N III I III I APPROXIMATE III I SURVEYLINE III I III I I BLANKEMEYER III I PROPERTY, LLC III I DOC. NO. 2015-65285 III S89°01'59"W O.P.R.D.C.T. 20.00' �_S00°58'01 "E I i 102.14' i it �S89'01'59"W 11.75' II I III a I mR III �a III dR9 III a� III Q REMAINDER OF EX. III HIGHWAY EASEMENT To + I VOL. 499, PG.. 4355 II I D.R.D. C. T. 0 50' 100' GRAPHIC SCALE IN FEET 1 " = 100' EXHIBIT "A" - VARIABLE WIDTH &WNER& OFTEMPORARY TF+ CONSTRUCTIONP� s'TeR EASEMENT TES y `�� * �° N THE BASIS OF BEARINGS FOR THIS SURVEY IS M + . RI S..S.•� �.•• R... ERIC S. SPOONER THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). 309 BYERS STREET, SUITE 100, EULESS, TEXAS 761M 5922 Qo P' P 9 , FS S � � O PROPERTY: BLANKEMEYER PROPERTY, LLC LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 83.604 (817) 685MM W W W.SPOONERSURVEYORS.COM Q • • . • v �4 16-004 P57-00 EASEMENT.dwg TBPLS FIRM NO.100549M S&AJOB NO.: 16-004 DRAWN BY: R.W.B. PARCEL 57, EXHIBIT' A" PAGE 3 OF 3 DATE: 09-27-2016 CHECKED BY: E.S.S. 984 Exhibit "A" attachment to ordinance 53 of 78 PARCEL 70 — HILLCREST NORTH PROPERTIES, LLC — EXHIBIT "A" BEING a 0.1073 acre tract of land located in the J. Baker Survey, Abstract No. 47, City of Denton, Denton County, Texas, said 0.1073 acre tract of land being a portion of a called 0.564 acre tract and a 1.540 acre tract of land conveyed to HILLCREST NORTH PROPERTIES, LLC, by deed as recorded in Denton County Clerk's Instrument No. 2015-46908, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.1073 acre tract of land being a 30 feet wide permanent Water, Sanitary Sewer & Electric Easement and being more particularly described by metes and bounds as follows: BEGINNING at a Texas Department of Transportation aluminum monument found at the most southerly southeast property corner of the said 1.540 acre tract, same being on the west property line of the remainder of a called 3.400 acre tract of land conveyed to Mark Lands and Vicki Lands, by deed as recorded in Volume 5292, Page 3948, Deed Records, Denton County, Texas, said beginning point also being on the north right-of-way line of Teasley Lane (being a variable width right-of-way at this point, a portion of said right-of-way being dedicated to the State of Texas by deeds filed for record in County Clerk's Instrument No. 2010-32352, 2010-33823, and 201 1-50221, O.P.R.D.C.T.), said beginning point also being at the beginning of a curve to the right having a radius of 1,085.92 feet; THENCE along the south property line of the said 1.540 acre tract and along the said north right-of-way line, with said curve to the right, at an arc length of 99.87 feet passing the southwest property corner of the said 1.540 acre tract, same being the southeast property corner of the said 0.564 acre tract, and continuing along the south property line of the said 0.564 acre tract and with along the said north right-of- way line, in all a total arc length of 155.84 feet, and across a chord which bears North 86°56'00" West, a chord length of 155.71 feet to a 1/2 inch iron rod with a cap stamped "COLEMAN" found at the southwest property corner of the said 0.564 acre tract, same being the southeast property corner of a called 3.244 acre tract of land conveyed to the Denton Independent School District, by deed as recorded in Denton County Clerk's Instrument No. 2015-125302, O.P.R.D.C.T.; THENCE North 05014'40" West, along the west property line of the said 0.564 acre tract, same being the east property line of the said 3.244 acre tract, a distance of 30.74 feet to a point for corner from which a 1/2 inch iron rod with a cap stamped "COLEMAN" found at the northwest property corner of the said 0.564 acre tract bears North 05° 14'40" West, a distance of 412.70 feet, said point also being at the beginning of a curve to the left having a radius of 1,055.92 feet; THENCE departing the said property lines, over and across the said 0.564 acre tract, with said curve to the left, and along a curve 30 feet north of and concentric with the said south property line of the 0.564 acre tract and the said north right-of-way line, at an arc length of 56.02 feet passing the east property line of the said 0.564 acre tract, same being the said west property line of the 1.540 acre tract, and continuing over and across the said 1.540 acre tract, in all a total arc length of 155.86 feet, and across a chord which bears South 86°41'30" East, a chord length of 155.72 feet to the most southerly southeast property line of the said 1.540 acre tract, same being the said west property line of the remainder of 3.400 acre tract; THENCE South 05'25'02" East, along the said property lines, a distance of 30.09 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.1073 acres (4,676 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. Parcel 70 — HILLCREST NORTH PROPERTIES, LLC — Exhibit "A" Page 1 of 3 SPOONER AND AssocIAns. INC, 309 BYERS SIRN71'. #100. Euu'ss, Tf:XAS 76039 - PH. 817-685-8448 - fSPOONER@SPOONERSURVFYORS COM -S&A #16.004 985 Exhibit "A" attachment to ordinance 54 of 78 x SURVEYOR'S STATEMENT'S I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of August 17, 2016, issued September 06, 2016, GF # 2027-198024-RU, affecting the subject property. OF 1,00 `P S TfR4t 07 * %P ........... ... ERIC S. SPOONER Eric S. Sp er Date 5922 Registered Professional Land Surveyor Texas Registration No. 5922 S U R'q F y Spooner and Associates, Inc. T.B.P.L.S. Firm No. 10054900 Parcel 70 — HILLCREST NORTH PROPERTIES, LLC — Exhibit "A" Page 2 of 3 SPOONER AND ASSOCIATES. INC, 309 BYERS STRE[ir, #100. Emi-:s$. TIixv; 76039 — PH. 817-685-8448 — ESPOONER@SPOONERSURVEYORS.COM — S&A #16-004 4-1•, Exhibit "A" attachment to ordinance 55 of 78 MAP OF EXHIBIT "A " SEE ATTACHED LEGAL DESCRIPTION ON PAGES 1 & 2 OF HEREIN � ry' WW�� QW�^ti NWpNO ai2O�� p2OZR wo=;o QZyU U� O P1 P2 0 10, 20' J BAKE S(l9RV r CALLED: 0.0200 ACRES CALLED: 0.0189 ACRES Q° Q���Q° ���l� �� "PARCEL 19" 'PARCEL 20" STATE OF TEXAS STATE OF TEXAS GRAPHIC SCALE IN FEET D.C. C. L NO. 2010-32352, D.C. C. L NO. 2011-50221, 11, = 20' O.P.R.D.C.T. O.P.R.D.C.T. to I I I CALLED: 1.540 ACRES i o: Q CALLED: 0.564 ACRES I I HILLCREST NORTH w �;W ¢ HILLCREST NORTH I I~I PROPERTIES, LLC Q PROPERTIES, LLC I a X I D.C.C.1. NO.2015-46908, t o LU o o a D.C. C. LNO. 2015-46908, ° I o o I O. P. R. D. C. T. °a Cn Q �o O.P.R.D.C.T.Qoo�o A I w 2 o I R=1055.92' m m I (SHADED) EXHIBIT "A" 30' W/DE m z: @� PROPERTY LINE L=155.86' I I PERMANENT WATER, SANITARY CH=S86°41'30"E I °' SEWER & ELECTRIC EASEMENT CL=155.72' I 0.1073 ACRES (4,676 S.F.) N05° 14'40"W__A I I 30.74' I i u I 1/2" CIRF "COLEMAN" I I I o I I too ' oCs R.O. W. �� .� .L .1.. L = 99.87' I CALLED: 0.0904 ACRES R=1085.92' PARCEL 18 (VARIABLEWIDTHR.0.W.) L=155.84' . . • • • • • • PO/NTOF • srATEOF 10-33 TEASLEY LANE CH=N86°56'00"W P� BEGINNING P2 D.C.C.I. N0. D.C.T 3823, CL=155.71' TXDOTALUM. O. P.R.D. C. T. MON. FND. 9- s EXHIBIT "A" 30' WIDE WATER, SANITARY SEWER & ELECTRIC EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS PROPERTY: HILLCREST NORTH PROPERTIES, LLC LOCATION: CITY OF DENTON, DENTON COUNTY, TEXAS WHOLE PROPERTY ACREAGE: 2.104 ACRES (COMBINED DEEDS) ACAD FILE: 16-004 PARCEL 70 EASEMENT.dwg S&A JOB NO.: 16-004 DRAWN BY: C. REEDER PARCEL 70 EXHIBIT A -PAGE 3 OF 3 DATE: 09/08/2016 CHECKED BY: E. SPOONER • • OVER 25 YEARS OF SERVICE :ICC • 11• •11 S Te TF� (' P .. �.RFp y tP .� ERIC'S.. SPOONER ........................ 5922 y O FS vy R Exhibit "A" attachment to ordinance 56 of 78 PARCEL 70 — HILLCREST NORTH PROPERTIES LLC — EXHIBIT `B" BEING a 0.0257 acre tract of land located in the J. Baker Survey, Abstract No. 47, City of Denton, Denton County, Texas, said 0.0257 acre tract of land being a portion of a called 0.564 acre tract of land conveyed to HILLCREST NORTH PROPERTIES, LLC, by deed as recorded in Denton County Clerk's Instrument No. 2015-46908, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0257 acre tract of land being a 20 feet wide Temporary Construction Easement and being more particularly described by metes and bounds as follows: BEGINNING at a point on the west property line of the said 0.564 acre tract, same being the east property line of a called 3.244 acre tract of land conveyed to the Denton Independent School District, by deed as recorded in Denton County Clerk's Instrument No. 2015-125302, O.P.R.D.C.T., said beginning point begin North 05°14'40" West, a distance of 30.75 feet from a 1/2 inch iron rod with a cap stamped "COLEMAN" found at the southwest property corner of the said 0.564 acre tract, same being the southeast property corner of the said 3.244 acre tract; THENCE North 05014'40" West, along the said property lines, a distance of 20.52 feet to a point for corner from which a 1/2 inch iron rod with a cap stamped "COLEMAN" found at the northwest property corner of the said 0.564 acre tract bears North 05°14'40" West, a distance of 392.04 feet, said point being at the beginning of a curve to the left having a radius of 1,035.92 feet; THENCE departing the said property lines, over and across the said 0.564 acre tract, with said curve to the left, an arc length of 56.06 feet, and across a chord which bears South 83°42'55" East, a chord length of 56.06 feet to the east property line of the said 0.564 acre tract, same being the west property line of a called 1.540 acre tract of land conveyed to said Hillcrest North Properties, LLC, (2015-46908); THENCE South 05° 16'26" East, along the said property lines, a distance of 20.30 feet to the beginning of a curve to the right having a radius of 1,055.92 feet; THENCE departing the said property lines, over and across the said 0.564 acre tract, with said curve to the right, an arc length of 56.03 feet, and across a chord which bears North 83°56' 13" West, a chord length of 56.02 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0257 acres (1,121 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. * SURVEYOR'S STATEMENT * I DO HEREBY CERTIFY THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. Eric S. Spooner, R.P.L.S. Spooner & Associates, Inc. Texas Registration No. 5922 TBPLS Firm No. 10054900 �� OF rF �j LP _G\ RFp 9 ERIC S. SPOONER } Parcel 70 — HILLCREST NORTH PROPERTIES, LLC — Exhibit "B" Page 1 of 2 SIM RANOASSOCIATES, INC.309BYERS SIREFT.#100.EUI.ESS,TrxAs76039— PH. 817-685-8448—I;SPOONFR@SPOONERSURVEYORS.COM—S&A#16-004 4.1.1 Exhibit "A" attachment to ordinance 57 of 78 MAP OF EXHIBIT "B" SEE ATTACHED LEGAL DESCRIPTION ON PAGE 1 HEREIN U ti CON �W o rn:Q c,� . - et pVN Uze I'� n Zo 20 Q2(n U W U p � N05 ° 14'40"W 20.52' POINT OF BEGINNING C 1 R = 1, 035.92' L = 56.06' CH = S83 4255 E CL = 56.06' I0 10, 20' J.L3AGS�R������ GRAPHIC SCALE IN FEET AOSMACT NO. 47 1 " = 20' ' I I I PROPLH / Y CALLED: 0.564 ACRES LINE I HILLCREST NORTH I PROPERTIES, LLC I I CALLED: 1.54PACRES D.C.C.L NO. 2015-46908, HILLCRESTNORTH O. P. R. D. C. T. I PROPERTI , LLC I D. C. C.1. NO. 20 -46908, I O.P.R.D.C1 T. I i (HATCHED) I I PROPERTY EXHIBIT "B" I I 20' WIDE TEMPORARY ONSTRUCTION EASEMENT 0.0257ACRES (1,121 S.F.) I I I I C1 I I S05°16'26"E 20.30' I I I Im I �k I C2 N °C I I ° otim I 0 C2 R = 1, 055.92' z "' L = 56, 03' CH = N83°56'13"W CL = 56.02' 1/2" CIRF "COLEMAN" CALLED: 0.0904 ACRES PARCEL 18 STATE OF TEXAS D. C. C. 1. NO. 2010-33823, O.P.R.D. C. T. I ~�M o I I rn 3 I I I I I I R.O. (VARIABLE WIDTH R.O.W.) TEASLEY LANE EXHIBIT FIB 'I 20' WIDE TEMPORARY CONSTRUCTION EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 0.564 ACRES (DEED) ACAD FILE: 16-004 PARCEL 70 EASEMENTS.dwg DATE: 09/08/2016 1 CHECKED BY: E. SPOONER CALLED: 0.0200 ACRES "PARCEL 19" STATE OF TEXAS D.C.C.I. NO. 2010-32352, O. P.R. D. C. T. -IL • � OVER zg YEARS OF SERVICE •IS : 7' ' � 11 � D ' :IC: I:.S_ • 11. •11 PARCEL 70 - EXHIBIT B, PAGE 2 OF 2 O F ...................... N ERIC S. SPOONER 5922 ' ES OOQ- .9 UR`/i-V� Exhibit "A" attachment to ordinance 58 of 78 PARCEL 74-75 — MARK LANDS & VICKI LANDS — EXHIBIT "A" BEING a 0.1873 acre tract of land located in the J.C. Baker Survey, Abstract No. 47, City of Denton, Denton County, Texas, said 0.1873 acre tract of land being a portion of the remainder of a called 1.2922 acre tract of land conveyed to MARK LANDS and VICKI LANDS, by deed as recorded in Volume 5292, Page 3944, Deed Records, Denton County, Texas (D.R.D.C.T.), said 0.1873 acre tract of land also being a portion of the remainder of a called 3.400 acre tract of land conveyed to MARK LANDS and VICKI LANDS, by deed as recorded in Instrument No. 2008-74530, D.R.D.C.T., said 0.1873 acre tract of land being a 30 feet wide permanent Water, Sanitary Sewer & Electric Easement and being more particularly described by metes and bounds as follows: BEGINNING at a Texas Department of Transportation aluminum monument found on the most southerly southwest property line of the said 3.400 acre tract, same being at the southeast property corner of a called 1.540 acre tract of land conveyed to Hillcrest North Properties, LLC, by deed as recorded in Denton County Clerk's Instrument No. 2015-46908, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said beginning point also being at the northwest property corner of a called 0.0189 acre tract of land described as Parcel 20, conveyed to the State of Texas, by deed as recorded in Denton County Clerk's Instrument No. 2011-50221, O.P.R.D.C.T.; THENCE North 05°25'02" West, along the said southwest property line of the 3.400 acre tract and along a southeast property line of the said 1.540 acre tract, a distance of 30.10 feet; THENCE North 89°09'27" East, departing the said property lines, over and across the said 3.400 acre tract, at a distance of 95.75 feet passing the most southerly southeast property line of the said 3.40 acre tract, same being west property line of the aforesaid 1.2922 acre tract, and continuing over and across the said 1.2922 acre tract, in all a total distance of 273.12 feet; THENCE South 00°50'33" East, continuing over and across the said 1.2922 acre tract, a distance of 30.00 feet to the north property line of a called 0.0703 acre tract of land described as Parcel 21, conveyed to the State of Texas, by deed as recorded in Denton County Clerk's Instrument No. 2012-24581, O.P.R.D.C.T.; THENCE South 89°09'27" West, along the said north property line, at a distance of 177.25 feet passing a Texas Department of Transportation aluminum monument found on the said west property line of the 1.2922 acre tract, same being the said southeast property line of the 3.400 acre tract, said monument found also being at the northwest property corner of the said 0.0703 acre tract, same being the northeast property corner of the aforesaid 0.0189 acre tract, and continuing along the north property line of the said 0.0189 acre tract, in all a total distance of 270.72 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.1873 acres (8,158 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. Parcel 74-75 — MARK LANDS & VICKI LANDS — Exhibit "A" Page 1 of 3 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 - PH. 817-68$-8448 - ESPOONER(&,SPOONERSURVEYORS.COM - S&A # 16-004 990 Exhibit "A" attachment to ordinance 59 of 78 * SURVEYOR'S STATEMENT * I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of September 15, 2016, issued September 29, 2016, GF #2027-198022-RU affecting the subject property. CC4,01 10-4-16 ------------------------ Eric S. Spooner Date Registered Professional Land Surveyor Texas Registration No. 5922 Spooner and Associates, Inc. T.B.P.L.S. Firm No. 10054900 Parcel 74-75 — MARK LANDS & VICKI LANDS — Exhibit "A" Page 2 of 3 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 - PH. 817-68$-8448 - ESPOONER(&,SPOONERSURVEYORS.COM - S&A # 16-004 991 Exhibit "A" attachment to ordinance 60 of 78 N M M MAP OF EXHIBIT "A" SEE ATTACHED LEGAL DESCRIPTION ON PAGES 1 thru 3 HEREIN CALLED: 1.540 ACRES HILLCREST NORTH PROPERTIES, LLC D. C. C.1. NO. 2015-46908, O.P.R.D.C.T. POINT OF BEGINNING TXDOT ALUM. MON. FND. p � P1 CALLED: 0.0200 ACRES "PARCEL 19" STATE OF TEXAS D.C. C.I. NO. 2010-32352, O.P.R.D.C.T. P2 CALLED: 0.0189 ACRES "PARCEL 20" STATE OF TEXAS D.C.C.I. NO. 2011-50221, O.P.R.D.C.T. 0 30' 60' GRAPHIC SCALE IN FEET 1"=60' J. Cho BAKER SUG WEV ABSTRACT NO. 477 REMAINDER OFA CALLED. 3.400 ACRES MARK LANDS AND VICKI LANDS INS. 2008-74530 D. R. D. C. T. PROPERTY LINE (SHADED) EXHIBIT "A" _ 30' W/DE PERMANENT WATER, SAN/TARP SEWER & ELECTRIC EASEMENT LINE TABLE NO. DIRECTION DIST. L1 N05'25'02"W 30.10' L2 S00'50'33"E 30.00' PROPERTY LINE YPROPERTY LINE PROPERTY-J 0.1873 ACRES (8,158 S.F.) REMAINDER OFA LINE CALLED: 1.2922ACRES MARK LANDS AND VICKI LANDS o VOL. 5292, PG. 3944, D.R.D.C.T. N89°09'27"E — 273.12' 95.75' r � 177.25' S89°09'27"W 270.72' t \TXDOT AL UM. c� MON. FND. (VARIABLE WIDTH R.O. W.) TEASLEY LANE EXHIBIT "A" 30' WIDE WATER, SANITARY SEWER & ELECTRIC EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). PROPERTY: MARK LANDS AND VICKI LANDS LOCATION: CITY OF DENTON, DENTON COUNTY, TEXAS WHOLE PROPERTY ACREAGE: 4.6922 (COMBINED - CALC) ACAD FILE: 16-004 PARCEL 74-75 EASEMENT.dwg S&A JOB NO.: 16-004 DRAWN BY: C. REEDER PARCELS 74-75 — EXHIBIT A, PAGE 3 OF 3 DATE: 08/19/2016 CHECKED BY: E. SPOONER TXDOT AL UM. MON. FND. CALLED: 0.0703 ACRES "PARCEL 21" STATE OF TEXAS D. C. C.I. NO. 2012-24581, O. P.R.D. C. T. "Ifn V1:D =.,V,AC CRDVICC 309 BYERS STREET, SUrrE 100, EULESS, TEXAS 76039 (817)6856448 WNNV.SPOONERSURVEYORS.COM TBPLS FIRM NO.10054900 Exhibit "A" attachment to ordinance 61 of 78 PARCEL 74-75 — MARK LANDS & VICKI LANDS — EXHIBIT "B" BEING a 0.1258 acre tract of land located in the J.C. Baker Survey, Abstract No. 47, City of Denton, Denton County, Texas, said 0.1258 acre tract of land being a portion of the remainder of a called 1.2922 acre tract of land conveyed to MARK LANDS and VICKI LANDS, by deed as recorded in Volume 5292, Page 3944, Deed Records, Denton County, Texas (D.R.D.C.T.), said 0.1258 acre tract of land also being a portion of the remainder of a called 3.400 acre tract of land conveyed to MARK LANDS and VICKI LANDS, by deed as recorded in Ins. No. 2008-74530, D.R.D.C.T., said 0.1258 acre tract of land being a 20 feet wide Temporary Construction Easement and being more particularly described by metes and bounds as follows: BEGINNING at a point on the most southerly southwest property line of the said 3.400 acre tract of land, same being a southeast property line of a called 1.540 acre tract of land conveyed to Hillcrest North Properties, LLC, by deed as recorded in Denton County Clerk's Instrument No. 2015-46908, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said beginning point being North 05°25'02" West, a distance of 30.10 feet from a Texas Department of Transportation aluminum monument found at the northwest property corner of a called 0.0189 acre tract of land described as Parcel 20, conveyed to the State of Texas, by deed as recorded in Denton County Clerk's Instrument No. 2011-50221, O.P.R.D.C.T.; THENCE North 05°25'02" West, along the said property lines, a distance of 20.06 feet; THENCE North 89009'27" East, departing the said property lines, over and across the said 3.400 acre tract, at a distance of 97.27 feet passing a southeast property line of the said 3.400 acre tract, same being the west property line of the aforesaid 1.2922 acre tract, and continuing over and across the said 1.2922 acre tract, a distance of 274.72 feet; THENCE South 00°50'33" East, continuing over and across the said 1.2922 acre tract, a distance of 20.00 feet to a point for corner from which a Texas Department of Transportation aluminum monument found at the northeast property corner of a called 0.0703 acre tract of land described as Parcel 21, conveyed to the State of Texas, by deed as recorded in Denton County Clerk's Instrument No. 2012- 24581, O.P.R.D.C.T. bears South 81°33'15" East, a distance of 185.87 feet; THENCE South 89°09'27" West, continuing over and across the said 1.2922 acre tract, at a distance of 177.37 feet passing the said west property line of the 1.2922 acre tract, same being the said southeast property line of the 3.400 acre tract, and continuing over and across the said 3.400 acre tract, in all a total distance of 273.12 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.1258 acres (5,478 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. * SURVEYOR'S STATEMENT * I DO HEREBY CERTIFY THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT Eric S. Spooner, R.P.L.S. Spooner & Associates, Inc. Texas Registration No. 5922 TBPLS Firm No. 10054900 10-4-16 A,� O .9 ------- --------------- ERIC S. SPOONER .._....................... 5922 P :: SURyF"AO- j Parcel 74-75 — MARK LANDS & NICKI LANDS — Exhibit "B" Page 1 of 2 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 - PH. 817-68$-8448 - ESPOONER(&,SPOONERSURVEYORS.COM - S&A # 16-004 993 Exhibit "A" attachment to ordinance 62 of 78 MAP OF EXHIBIT "B" P1 Pz CALLED:0.0200ACRES CALLED:0.0189ACRES 0 30' 60' SEE ATTACHED LEGAL DESCRIPTION ON "PARCEL 19" 'PARCEL 20" PAGE 1 HEREIN STATE OF TEXAS STATE OF TEXAS D.C.C.L NO. 2010-32352, D.C.C.I. NO. 2011-50221, GRAPHIC SCALE IN FEET CALLED: 1.540 ACRES O.P. R. D. C. T. O. P. R. D. C. T. 1 , = 60' 'HILLCREST NORTH PROPERTIES, LLC D.C. C.I. NO. 2015-46908, J. Q BAKER SURVEY O.P.R.D.C.T. ABSTRACT Ha. 47 PROPERTY LINE (SHADED) EXHIBIT "B" 20' WIDE TEMPORARY CONSTRUCTION EASEMENT 0.1258 ACRES (5, 478 S. F.) POINT OF BEGINNING r N TXDOTALUM! MON. FND. PROPERTY LINE of N89 09'27"E - 274.72' NN�11 __ _ _1 _9727' 17737' —_— — — — — — — — — — — — — T b S89°09'27"W - 273.12' 0 7 M PROPERTY LINE TABLE NO. DIRECTION DIST. L 1 N05'25'02"W 30.10' L2 N05'25'02"W 20.06' L3 S00'50'33"E 20.00' REMAINDER OFA CALLED: 1.2922 ACRES MARK LANDS AND VICKI LANDS I VOL. 5292, PG. 3944, D. R. D. C. T. S81 33'15,E _ 185.87' TXDOT ALUM. p2 MON. FND. CALLED: 0.0703 ACRES PARCEL 21 " (VARIABLE WIDTH R.O. W.) STATE OF TEXAS TEASLEY LANE D.C.C.L NO.2012-24581, O.P.R.D.C. T. EXHIBIT "B" 20' WIDE TEMPORARY CONSTRUCTION EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). PROPERTY: MARK LANDS AND VICKI LANDS LOCATION: CITY OF DENTON, DENTON COUNTY, TEXAS WHOLE PROPERTY ACREAGE: 4.6922 (COMBINED - CALC) ACAD FILE: 16-004 PARCEL 74-75 EASEMENT.dwg S&A JOB NO.: 16-004 DRAWN BY: C. REEDER PARCELS 74-75 - EXHIBIT B - PAGE 2 OF 2 DATE: 08/19/2016 CHECKED BY: E. SPOONER SPOONER& ESSMAL LANDASSOCIATES 309 BYERS STREET, SUITE 100, EULESS, TEXAS 76039 (817)6855448 WNW.SPOONERSURVEYORS.COM TBPLS FIRM NO.10054900 10-4-16 OF P G STER'• -1- ERIC S. SPOONER ::� 59..P::.. 22 -9n,O�.F s.s I.JoQ. Exhibit "A" attachment to ordinance 63 of 78 PARCEL 82 — BRYAN — EXHIBIT "A" Being a 0.1237 acre tract of land situated in the Alexander E. Cannon Survey, Abstract No. 232, City of Denton, Denton County, Texas, said 0.1237 acre tract of land being a portion of that certain tract of land conveyed to AUDRIAN LEE BRYAN SUPPLEMENTAL NEEDS TRUST, by deed recorded in Document No. 2013- 12301, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.1237 acre tract of land being a variable width Permanent Water and Sanitary Sewer Easement and being more particularly herein described by metes and bounds as follows: BEGINNING at Texas Department of Transportation (TxDot) aluminum disc monument found at the northwest property corner of said Audrian Lee Bryan tract, same being the southwest property corner of that certain tract of land conveyed to the State of Texas, by deed recorded in Document No. 2010-35833, O.P.R.D.C.T., said beginning point also being on the east property line of that certain tract of land conveyed to Cathy Pullen by deed recorded in Document No. 2008-114518, O.P.R.D.C.T.; THENCE South 88' 02' 07" East, along the south property line of the said State of Texas tract, a distance of 201.22 feet to a 1/2-inch iron rod with cap stamped "RPLS 4561" found at the northeast property corner of the said Audrian Lee Bryan tract, same being the northwest property corner of that certain tract of land conveyed to Karen Clain Martin Supplemental Needs Trust by deed recorded in Document No. 2013-12292, O.P.R.D.C.T.; THENCE South 01 ° 30' 18" East, along the east property line of the said Audrian Lee Bryan tract, same being the west property line of the said Karen Clain Martin tract, a distance of 22.80 feet to the north easement line of an existing 15 feet wide right-of-way and easement conveyed to Braden Exploration, LLC., by deed record in Doc. No. 2008-53706, O.P.R.D.C.T.; THENCE South 89' 41' 29" West, along the said north easement line, at a distance of 89.39 feet passing an interior easement corner of the said easement, continuing over and across the said Audrian Lee Bryan tract, in all a total distance of 201.32 feet to the west property line of the said Audrian Lee Bryan tract, same being the said east property line of the Pullen tract; THENCE North 00' 42' 15" West, along the said property lines, a distance of 30.78 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.1237 acres (5,388 square feet) of land more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. NOTE: Deed to accompany this legal description. I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of May 17, 2016, issued June 7th, 2016, GF #2027-188145-RU, affecting the subject property. O F� Surveyors ame: Eric S. Spooner (ERIC 5. SPOONER Registered Professional Land Surveyor, Texas No. 5922 5922 p . Spooner and Associates, Inc. 9 �pE$54pt>.-b 4 Texas Board of Professional Land Surveying No. 10054900 'Su R4 Surveyed on the ground the month of March, 2016 Parcel 82 — Bryan — Exhibit "A" Page 1 of 2 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 — PH. 817-685-8448 — ESPOONER(a,SPOONERSURVEYORS.COM — S&A # 16-004 995 Exhibit "A" attachment to ordinance 64 of 78 MAP OF EXHIBIT "A" SEE ATTACHED LEGAL DESCRIPTION ON PAGE 1 OF EXHIBIT "A" HEREIN ��a Go C�GQ�IMOO s dEY MG3 QL 'QXB67 3pC�1( ° ��� TEA SLEY LANE (FARM TO MARKET ROAD NO. 2181) (VARIABLE WIDTH RIGHT-OF-WAY) (VOL. 499, PG. 429, D. R. D. C. T.) STATE OF TEXAS POINT OF EX. 20' SANITARY DOC. NO. 2010-39079 O.P.R.D.C.T. BEGINNING STATE OF TEXAS SEWER EASEMENT VOL. 4885, PG. 249 TXDOTALUMINUM DOC. NO. 2010-35833 1/2"lRF D.R.D.C.T. DISC MON. FOUND O.P.R.D.C.T. WICAPSTAMPED RPLS 4561 I — — — — — — — — — — S88°02'07"E - 201.22' EX R.O.W. LINE — — — — — — ------!-----------\ \ --------I---- T--- N00°42'15"W 7 I 1--_S01 °30'18"E \ \ 1 1 30.78' I — — —— ——————— I ----� \� — 22.80' ---L-- S89°41'29"W - 201.32' 89.39' I TEMPORARY CONSTRUCTION EASEMENT I — — — — BYSEPARATE INSTRUMENT — — — —— EX. 20' SANITARY — — — — — I 1 SEWER EASEMENT EXHIBIT "A" ^r VAR/ABLE I I VOL. 4880, PG. 1331 VOL. 4880, PG. 1338 WIDTH PERMANENT EX. 15' WIDE RIGHT-OF-WAY I D.R.D.C.T. WATER & SANITARY AND EASEMENT TO I SEWER EASEMENT BRADEN EXPLORATION, LLC. I 0.1237 ACRES (5,388 S.F.) DOC. NO.2008-53706, 1 (SHADED) O.P.R.D.C.T. I U) 1PROPERTY Z N rn NE LI I �cnN p PARCEL 79 Q r CATHY PULLEN I w M U DOC. NO. 2008-114518 PROPERTY 1 w Z Z CD 0 O.P.R.D.C.T. LINE PARCEL 82 I Q U z O a AUDRIAN LEE BRYAN 1 SUPPLEMENTAL NEEDS TRUST I a w � d DOC. NO. 2013-12301 I Y p O.P.R.D.C.T. I I I � I 0 20 40 �— 60' IT11I EX. PEDESTRIAN AND VEHICULAR GRAPHIC SCALE IN FEET INGRESS & EGRESS EASEMENT TO KAREN MARTIN IRREVOCABLE TRUST 1 " = 40' & AUDRIAN LEE BRYAN IRREVOCABLE TRUST INS. No. 2013-67618, O.P.R.D.C.T. SURVEYED ON THE GROUND THE MONTH OF MARCH, 2016 I I EXHIBIT "A" - VARIABLE SP700NER& 10-4-16 OFSANITARY WIDTH PERMANENT WATER & SEWER EASEMENTACIATES �P��S TERF°9THE BASIS OF BEARINGS FOR THIS SURVEY IS OFESSIONALIPNDSURVEYORS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). • 309 BYERS STREET, SUITE 100, EULESS, TEXAS 76039 ERIC S. SPOONER 5922 �. PROPERTY. TEASLEY LANE FM 2181 ( ) LOCATION: CITY OF DENTON, DENTON CO., TEXAS (817)6858448 WWNSPOONERSURVEYORSCOM <' WHOLE PROPERTY ACREAGE: 0. 7746 (CALCULATED) TBPLSFlRMN0.10054900 a F ° yO� 16-004 PARCEL 82 ESMT.dwg v S&A JOB NO.: 16-004 DRAWN BY: R.W. BRAUD PARCEL 82, EXHIBIT "A" - PAGE 2 OF 2 DATE: 09/30/2016 CHECKED BY: E.S. SPOONER Exhibit "A" attachment to ordinance 65 of 78 PARCEL 82 — EXHIBIT "B" Being a 0.0925 acre tract of land situated in the Alexander E. Cannon Survey, Abstract No. 232, City of Denton, Denton County, Texas, said 0.0925 acre tract of land being a portion of that certain tract of land conveyed to AUDRIAN LEE BRYAN SUPPLEMENTAL NEEDS TRUST, by deed recorded in Document No. 2013-12301, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0925 acre tract of land being a 20 feet wide Temporary Construction Easement and being more particularly herein described by metes and bounds as follows: BEGINNING on the west property line of said Audrian Lee Bryan tract, same being the east property line of that certain tract of land conveyed to Cathy Pullen, by deed recorded in Document No. 2008- 114518, O.P.R.D.C.T., said beginning point being located South 00' 42' 15" East, a distance of 30.78 feet from a Texas Department of Transportation aluminum disc monument found at the northwest property corner of the said Audrian Lee Bryan tract, same being the southwest property corner of that certain tract of land conveyed to the State of Texas, by deed recorded in Document No. 2010-35833, O.P.R.D.C.T.; THENCE North 89' 41' 29" East, departing the said property lines, over and across said Audrian Lee Bryan tract, at a distance of 111.93 feet passing an interior easement corner of an existing 15 feet wide right-of-way and easement conveyed to Braden Exploration, LLC., by deed record in Doc. No. 2008- 53706, O.P.R.D.C.T., continuing along the north easement line of the said easement, in all a total distance of 201.32 feet to a point on the east property line of the said Audrian Lee Bryan tract, same being the west property line of that certain tract of land conveyed to Karen Clain Martin Supplemental Needs Trust, by deed recorded in Document No. 2013-12292, O.P.R.D.C.T., said point being located South 01 ° 30' 18" East, a distance of 22.80 feet from a 1/2-inch iron rod with cap stamped "RPLS 4561" found at the northeast property corner of the said Audrian Lee Bryant tract; THENCE South 01 ° 30' 18" East, along the said property lines, a distance of 20.00 feet; THENCE South 89' 41' 29" West, departing the said property lines, over and across said Audrian Lee Bryan tract, a distance of 201.60 feet to the said west property line of the Audrian Lee Bryan tract, same being the said east property line of the Pullen tract; THENCE North 00' 42' 15" West, along the said property lines, a distance of 20.00 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0925 acres (4,029 square feet) of land more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. 10-4-16 xE. r P R Q� Surveyors Name: �c S. Spooner Registered Professional Land Surveyor, Texas No. 5922 Spooner and Associates, Inc. ERIC S. SPOONER Texas Board of Professional Land Surveying No. 10054900 : -P 5922 p .5 pE551pP. b¢ Surveyed on the ground the month of March, 2016 qp 5UR Parcel 82 — Exhibit "B" Page 1 of 2 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 — PH. 817-685-8448 — ESPOONER(a,SPOONERSURVEYORS.COM — S&A # 16-004 997 Exhibit "A" attachment to ordinance 66 of 78 G DGWNNDN pwn3 &T NDo 232 REMAINDER OF EX. SANITARY SEWER EASEMENT VOL. 4880, PG. 1331 VOL. 4880, PG. 1338 D.R.D.C.T. STATE OF TEXAS DOC. NO. 2010-39079 0.P.R.D.C.T. POINT OF BEGINNING N00°42'15"W 1 20.00' PARCEL 79 CATHY PULLEN DOC. NO. 2008-114518 O.P.R.D.C.T. TEA SLEY LANE (FARM TO MARKET ROAD NO. 2181) (VARIABLE WIDTH RIGHT-OF-WAY) (VOL. 499, PG. 429, D.R.D.C. T.) EX. 20' SANITARY SEWER EASEMENT VOL. 4885, PG. 249 D.R.D.C.T. TXDOT AL UMINUM DISC MON. FOUND STATE OF TEXAS DOC. NO. 2010-35833 O.P.R.D.C.T. MAP OF EXHIBIT "B" SEE ATTACHED LEGAL DESCRIPTION ON PAGE 1 OF EXHIBIT "B" HEREIN 112" IRF WI CAP STAMPED RPLS 4561 — EX. R.O.W. LINE I -L - T--- =S00°42'15"E--�---\ —\ ------ ----- PERMANENT WATER & SANITARYSEWER I 30.78'� -- S01 °30'18"E EASEMENT BY SEPARATE INSTRUMENT — 111.93_ � N89°41'29"E - 201.32' I -- 22.80' — S01°30'18"E 20.00' —--- I --- ---T---- S89°41'29"W-2%DOC.NO.2008-53706, I I EXHIBIT "B" I WIDE RIGHT-OF-WAY I I 20' WIDE TEMPORARYD EASEMENT TO CONSTRUCTION EASEMENTN EXPLORATION, LLC. 0.0925 ACRES (4,029 S.F.) (SHADED) O.P.R.D.C.T. I � I z�N I rycnN PROPERTY PROPERTY LINE PARCEL 82 LINE Lu - U AUDRIAN LEE BRYAN I _I z Z Q -J N SUPPLEMENTAL NEEDS TRUST I Q z o DOC. NO. 2013-12301 I a w Lu O w O.P.R.D.C.T. I Y o I � I U I I I 0 20 40 GRAPHIC SCALE IN FEET 1"=40' SURVEYED ON THE GROUND THE MONTH OF MARCH, 2016 EXHIBIT "B" - VARIABLE WIDTH TEMPORARY CONSTRUCTION EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). PROPERTY: TEASLEY LANE (FM 2181) LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 0.7746 (CALCULATED) 16-004 PARCEL 82 ESMT.dwa �— 60' I � EX. PEDESTRIAN AND VEHICULAR INGRESS & EGRESS EASEMENT TO KAREN MARTIN IRREVOCABLE TRUST & AUDRIAN LEE BRYAN IRREVOCABLE TRUST INS. No. 2013-67618, O.P.R.D.C.T. &700NER& ACIAESSICNALTES SURVEYORS 309 BYERS STREET, SUFFE 100, EULESS, TEXAS 76039 (817)15I 5, 8 WWW.SPOONERSURVEYORS.00M TBPLS FIRM NO.10054900 DATE: 09/30/2016 1 CHECKED BY: E.S.S. PARCEL 82, EXHIBIT "B" - PAGE 2 OF 2 10-4-16 E . 0.F. T s T.E * RF F+ 09 Q N .. ...... o..:... ERIC S. SPOONER O1- Exhibit "A" attachment to ordinance 67 of 78 PARCEL 83A — YES COMPANIES, LLC — EXHIBIT "Al" BEING a 0.0015 acre tract of land situated in the Jasper C. Baker Survey, Abstract No. 47, City of Denton, Denton County, Texas, said 0.0015 acre tract of land being a portion of certain tract of land conveyed to YES COMPANIES, LLC by deed recorded in Instrument No. 2010-127474, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0015 acre tract of land being a portion of BLOCK B, BRYANT BRANCH PARK, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet E, Page 207, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.0015 acre tract of land being a variable width Permanent Water and Sanitary Sewer Easement and being more particularly described by metes and bounds as follows: BEGINNING at a point on the north property line of that certain tract of land conveyed to the State of Texas by deed recorded in Instrument No. 2011-37513, O.P.R.D.C.T., from said beginning point the southwest property corner of said Bryant Branch Park bears South 86' 20' 07" West, a distance of 370.42 feet; THENCE North 51 ° 37' 31" East, departing the said property line, over and across said Block B, a distance of 13.91 feet to the southwest easement line of an existing 10 feet wide Public Utility Easement as shown on said Bryant Branch Park; THENCE South 28' 01' 55" East, along the said easement line, a distance of 9.53 feet to the said north property line of the State of Texas tract; THENCE South 89' 09' 42" West, along the said property line, a distance of 15.39 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0015 acres (65 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of September 13, 2016, issued September 29, 2016, GF #2027-198054-RU, affecting the subject property. �P,•�g�STCR . f 10-10-16 Eric S. S oner Date ERI.0 S. SPOOINER Registered Professional Land Surveyor � 5922 p Texas Registration No. 5922 �,yo `- Spooner and Associates, Inc. T.B.P.L.S. Firm No. 10054900 Parcel 83A — Yes Companies, LLC — Exhibits "Al, A2 & A3" Page 1 of 4 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 - PH. 817-685-8448 - ESPOONER(&,SPOONERSURVEYORS.COM - S&A # 16-004 999 Exhibit "A" attachment to ordinance 68 of 78 PARCEL 83A — YES COMPANIES, LLC — EXHIBIT "A2" BEING a 0.0292 acre tract of land situated in the Jasper C. Baker Survey, Abstract No. 47, City of Denton, Denton County, Texas, said 0.0292 acre tract of land being a portion of certain tract of land conveyed to YES COMPANIES, LLC by deed recorded in Instrument No. 2010-127474, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0292 acre tract of land being a portion of BLOCK B, BRYANT BRANCH PARK, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet E, Page 207, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.0292 acre tract of land being a 16 feet wide Permanent Water and Sanitary Sewer Easement and being more particularly described by metes and bounds as follows: BEGINNING at a point on the north property line of that certain tract of land conveyed to the State of Texas by deed recorded in Instrument No. 2011-37513, O.P.R.D.C.T., from said beginning point the northeast property corner of the said State of Texas tract bears North 89' 09' 42" East, a distance of 537.41 feet; THENCE South 89' 09' 42" West, along the said property line, a distance of 79.80 feet to the northeast easement line to an existing 10 feet wide Public Utility Easement as shown on said Bryant Branch Park; THENCE North 28' 01' 55" West, along the said easement line, a distance of 16.49 feet; THENCE departing the said easement line, over and across said Block B, the following courses and distances: North 51' 37 `31" East, a distance of 2.18 feet; North 890 09' 42" East, a distance of 76.78 feet to the southwest easement line of an existing 10 feet wide Public Utility Easement as shown on said Bryant Branch Park; THENCE South 29' 43' 59" East, along the said easement line, a distance of 18.28 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0292 acres (1,270 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of September 13, 2016, issued September 29, 2016, GF #2027-198054-RU, affecting the subject property. 10-10-16 7.SPOO Eric S. Spo er DateRegistered Professional Land SurveyorENER Texas Registration No. 5922 Spooner and Associates, Inc.T.B.P.L.S. Firm No. 10054900 Parcel 83A — Yes Companies, LLC — Exhibits "Al, A2 & A3" Page 2 of 4 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 - PH. 817-685-8448 - ESPOONER(&,SPOONERSURVEYORS.COM - S&A # 16-004 1000 Exhibit "A" attachment to ordinance 69 of 78 PARCEL 83A — YES COMPANIES, LLC — EXHIBIT "AY' BEING a 0.0063acre tract of land situated in the Jasper C. Baker Survey, Abstract No. 47, City of Denton, Denton County, Texas, said 0.0063 acre tract of land being a portion of certain tract of land conveyed to YES COMPANIES, LLC by deed recorded in Instrument No. 2010-127474, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0063 acre tract of land being a portion of BLOCK B, BRYANT BRANCH PARK, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet E, Page 207, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.0063 acre tract of land being a 16 feet wide Permanent Water and Sanitary Sewer Easement and being more particularly described by metes and bounds as follows: BEGINNING at a point on the north property line of that certain tract of land conveyed to the State of Texas by deed recorded in Instrument No. 2011-37513, O.P.R.D.C.T., from said beginning point the southwest property corner of the said Bryant Branch Park bears North 89' 09' 42" East, a distance of 504.55 feet; THENCE South 89' 09' 42" West, along the said property line, a distance of 21.44 feet to the northeast easement line to an existing 10 feet wide Public Utility Easement as shown on said Bryant Branch Park; THENCE North 29' 43' 59" West, along the said easement line, a distance of 18.28 feet; THENCE departing the said easement line, over and across said Block B, the following courses and distances: North 89' 09' 42" East, a distance of 12.63 feet; South 48' 38' 21" East, a distance of 23.82 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0063 acres (273 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance Company, having an effective date of September 13, 2016, issued September 29, 2016, GF 92027-198054-RU, affecting the subject property. OF T 10-10-16 �� 4��STrm�O 9 k+ Eric S. Sp9ger Date .•.... Registered Professional Land Surveyor ERIC S. SPOONER _ ..... 5922...v::... Texas Registration No. 5922 Spooner and Associates, Inc. ��� S u V� T.B.P.L.S. Firm No. 10054900 Parcel 83A — Yes Companies, LLC — Exhibits "Al, A2 & A3" Page 3 of 4 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 - PH. 817-685-8448 - ESPOONER(&,SPOONERSURVEYORS.COM - S&A # 16-004 1001 Exhibit "A" attachment to ordinance 70 of 78 \ \ \` \ MAP OF EXHIBITS \ \ \\ \ EX. 10' PUBLIC UTILITY /� \ \EX. 10' PUBLIC UTILITY\\ \ EASEMENT "A 1 A2 & A3" EASMENTCAB. EE PG. 207 \`\� CAp R.D.C.T. 07 SEE ATTACHED LEGAL DESCRIPTION ON \ P.R.D.C.T. PAGES 1-3 OF EXHIBIT "A" HEREIN EX. 50' DRAINAGE PROPERTY ` EASEMENT LINE m ` ` \ \ ` \ \ \ \ CAB. E, PG. 207 REMAINDER OF \ \ \ P.R.D.C.T. YES COMPANIES, LLC O INS. NO. 2010-127474 z BLOCK A \ \ \ O. P. R. D. C. T. z \ \ \ BL OCK B -A BRYANT BRANCH PARK \ \ \ CAB. E, PG. 207 \ \ \ P. R. D. C. T.\ \ \ EXHIBIT 'A2" 16 FEET WIDE \ \ PERMANENT WATER & EXHIBIT 'A3" - 16' FEET WIDE EXHIBIT 'A1"- VARIABLE WIDTH SAXVITAR Y SEWER EASEMENT PERMANENT WATER & PERMANENT WATER 0.0292 ACRES (1,270 SQ. FT.) SANITARY SEWER EASEMENT & SANITARY SEWER EASEMENT \ (SHADED) 0.0063 ACRES (273 SQ. FT) 0. 00 15 ACRES (65 SQ. FT.) ` \ ` \ (SHADED) (SHADED) — \ — — — EX. 16' UTILITY N51 °37'31 "E \ N51 °37'31 "E -E TCE \ \ \ EASEMENT 13.91' /\ \ 2.18' \ \ \ CAB. E, PG. 207 . \ N89°09'42"E - 76.7� \ L5 \ P.R.D.C.T. P.O.B ---�-�- <\�- P.O.B. � EXHIBIT 'A1 / < \ 16' <�� 16' \ ,(1` EXHIBIT "A3" EX. ROWLINE S89°09'42"W - 79.80' L3 EX. ROWLINE S86°20'0711W-370.42' N28°01'55"W TO S.W. COR. OF 16.49' I P.O.B. N89°0942"E--504.55' TOE BRYANT BRANCH PARK S89°09'42"W I EXHIBIT 'A2" N.E. COR. OF STATE 15.39' STATE OF TEXAS OF TEXAS TRACT O. 201 INS. N1-37513 N89°09'42'E-53741' TOE N.E. COR. OFSTATE O.O. 01 OF TEXAS TRACT TEASLEY LANE - FM 2181 (VOL. 499, PG. 429, D. R. D. C. T.) 0 20 40 SURVEY _R r QQG�EG3 GRAPHIC SCALE IN FEET ill =40' TCE = TEMPORARY CONSTRUCTION EASEMENTS BY SEPARATE INSTRUMENT. 'A 1 "LINE TABLE NO. DIRECTION DIST. L1 S28°01'55"E 9.53' 'A2" LINE TABLE NO. DIRECTION DIST. L2 S29°43'59"E 18.28' EXHIBITS "A1, A2 & A3" ,., VARIABLE PERMANENT WATER &SANITARY SEWER EASEMENT &jSPOONERC�LWIDTH SSOCIATES THE BASIS OF BEARINGS FOR THIS SURVEY IS REGISTERED PROFESSIONALUWD SURVEYORS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). PROPERTY: DENTON WEST JOINT VENTURE 309 BYERS STREET, SUITE 100, EULESS, TEXAS 76039 LOCATION: CITY OF DENTON, DENTON CO., TEXAS (817)6858448 WWW.SPOONERSURVEI ORS.COM WHOLE PROPERTY ACREAGE: 1.7777 (CALCULATED) TgpLs FIRM N0.10054900 16-004 PARCEL 83A ESMT.dwg REV. DATE: 10/07/2016 16-004 DRAWN BY: R.W.B. PARCEL 83A, EXHIBITS Al, A2 & A3, PAGE 4 OF 4 DATE: 07/06/2016 CHECKED BY: E.S.S. DATE: 0 1061 "A3" LINE TABLE NO. DIRECTION DIST. L3 S89°09'42"W 21.44' L4 N29°43'59"W 18.28' L5 N89°09'42"E 12.63' L6 S48°38'21 "E 1 23.82' 10-10-16 E . OF T� -l- C-D ERIC S. SPOONER 1002 Exhibit "A" attachment to ordinance 71 of 78 PARCEL 83A — YES COMPANIES, LLC — EXHIBIT `B1" BEING a 0.0132 acre tract of land situated in the Jasper C. Baker Survey, Abstract No. 47, City of Denton, Denton County, Texas, said 0.0132 acre tract of land being a portion of certain tract of land conveyed to YES COMPANIES, LLC by deed recorded in Instrument No. 2010-127474, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0132 acre tract of land being a portion of BLOCK B, BRYANT BRANCH PARK, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet E, Page 207, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.0132 acre tract of land being a 20 feet wide Temporary Construction Easement and being more particularly described by metes and bounds as follows: BEGINNING at a point on the north property line of that certain tract of land conveyed to the State of Texas by deed recorded in Instrument No. 2011-37513, O.P.R.D.C.T., from said beginning point the southwest property corner of said Bryant Branch Park bears South 86' 03' 38" West, a distance of 337.64 feet; THENCE North 51 ° 37' 31" East, departing the said property line, over and across said Block B, a distance of 43.60 feet to the southwest easement line of an existing 10 feet wide Public Utility Easement as shown on said Bryant Branch Park; THENCE South 28' 01' 55" East, along the said easement line, a distance of 20.33 feet; THENCE South 51 ° 37' 31" West, departing the said easement line, continuing over and across said Block B, a distance of 13.91 feet to the said north property line of the State of Texas tract; THENCE South 89' 09' 42" West, along the said property line, a distance of 32.83 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0132 acres (575 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. 10-10-16 Eric S. S ner Date Registered Professional Land Surveyor Texas Registration No. 5922 Spooner and Associates, Inc. T.B.P.L.S. Firm No. 10054900 0 F T ......................... ERIC S. SPOONER 10 J`dZZ v- SUR0F�� Parcel 83A — Yes Companies, LLC — Exhibits "B 1, B2 & B3" Page 1 of 4 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 -PH. 817-685-8448 - ESPOONER(&,SPOONERSURVEYORS.COM - S&A # 16-004 1003 Exhibit "A" attachment to ordinance 72 of 78 PARCEL 83A — YES COMPANIES, LLC — EXHIBIT `112" BEING a 0.0360 acre tract of land situated in the Jasper C. Baker Survey, Abstract No. 47, City of Denton, Denton County, Texas, said 0.0360 acre tract of land being a portion of certain tract of land conveyed to YES COMPANIES, LLC by deed recorded in Instrument No. 2010-127474, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0360 acre tract of land being a portion of BLOCK B, BRYANT BRANCH PARK, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet E, Page 207, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.0360 acre tract of land being a 20 feet wide Temporary Construction Easement and being more particularly described by metes and bounds as follows: BEGINNING at a point on the southwest easement line of an existing 10 feet wide Public Utility Easement as shown on said Bryant Branch Park, said beginning point being located South 89' 09' 38" East, a distance of 546.48 feet from the northeast property corner of that certain tract of land conveyed to the State of Texas by deed recorded in Instrument No. 2011-37513, O.P.R.D.C.T.; THENCE departing the said easement line, over and across said Block B, the following courses and distances: South 89' 09' 42" West, along a line 16 feet north of and parallel with the north property line of the said State of Texas tract, a distance of 76.78 feet; South 51 ° 37 `31" West, a distance of 2.18 feet the northeast easement line of an existing 10 feet wide Public Utility Easement as shown on said Bryant Branch Park; THENCE North 28' 01' 55" West, along the said easement line, a distance of 20.33 feet; THENCE departing the said easement line, continuing over and across said Block B, the following courses and distances: North 51° 37' 3 1 " East, a distance of 5.33 feet; North 89' 09' 42" East, a distance of 72.54 feet to aforesaid southwest easement line; THENCE South 29' 43' 59" East, along the said easement line, a distance of 22.84 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0360 acres (1,568 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. 00"CRI F rt� 10-10-16 * ��o'� Eric S. Spo er Date - - Registered Professional Land Surveyor SPOdN.. Texas Re istration No. 5922922 g sotb41 Spooner and Associates, Inc. U R� � T.B.P.L.S. Firm No. 10054900 Parcel 83A — Yes Companies, LLC — Exhibits "B 1, B2 & B3" Page 2 of 4 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 - PH. 81 %-685-8448 - ESPOONER(&,SPOONERSURVEYORS.COM - S&A # 16-004 1004 Exhibit "A" attachment to ordinance 73 of 78 PARCEL 83A — YES COMPANIES, LLC — EXHIBIT "BY' BEING a 0.0275 acre tract of land situated in the Jasper C. Baker Survey, Abstract No. 47, City of Denton, Denton County, Texas, said 0.0275 acre tract of land being a portion of certain tract of land conveyed to YES COMPANIES, LLC by deed recorded in Instrument No. 2010-127474, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.0275 acre tract of land being a portion of BLOCK B, BRYANT BRANCH PARK, an Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet E, Page 207, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.0275 acre tract of land being a 20 feet wide Temporary Construction Easement and being more particularly described by metes and bounds as follows: BEGINNING at a point on the north property line of that certain tract of land conveyed to the State of Texas by deed recorded in Instrument No. 2011-37513, O.P.R.D.C.T., said beginning also being on the north easement line of an existing 16 feet wide Public Utility Easement as shown on said Bryant Branch Park, from said beginning point the northeast property corner of the said State of Texas tract bears North 89' 09' 42" East, a distance of 504.55 feet; THENCE departing the said property line and the said easement line, over and across said Block B, the following courses and distances: North 48' 38' 21" West, a distance of 23.82 feet; South 89' 09' 42" West, a distance of 12.63 feet to the northeast easement line of an existing 10 feet wide Public Utility Easement as shown on said Bryant Branch Park; THENCE North 29' 43' 59" West, along the said easement line, a distance of 22.84 feet; THENCE departing the said property line and the said easement line, continuing over and across said Block B, the following courses and distances: North 89' 09' 42" East, a distance of 31.38 feet; South 48' 38' 21" East, a distance of 51.96 feet to the aforesaid north easement line; THENCE South 86' 57' 28" West, along the said easement line, a distance of 28.58 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.0275 acres (1,198 square feet) of land, more or less. NOTE: Bearings shown herein are based on a local plane modified from NAD83(2011), Texas State Plane grid, Texas North Central, Zone 4202. 000 �E OF T *�E10-10-16 (ERIC ric S. S ner Date Registered Professional Land Surveyor S. SPOON ER Texas Re istration No. 5922 5922g aFsss0Spooner and Associates, Inc.'p �� SURD T.B.P.L.S. Firm No. 10054900 Parcel 83A — Yes Companies, LLC — Exhibits "B 1, B2 & B3" Page 3 of 4 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 - PH. 817-685-8448 - ESPOONER(&,SPOONERSURVEYORS.COM - S&A # 16-004 1005 Exhibit "A" attachment to ordinance 74 of 78 MAP OF EXHIBITS \ \ \\ \ EX. 10' PUBLIC UTILITY ,/ \ EX. 10' PUBLIC UTILITY\\ �� \ EASEMENT B I y B2 & B3 EASEMENT \\ CAB. E, PG. 207 \ CAB. E, PG. 207 P.R.D.C.T. SEE ATTACHED LEGAL DESCRIPTION ON \ P.R.D.C.T.\\ C PAGE 1-3 OF EXHIBIT "B" HEREIN \ \ \ EX. 50' DRAINAGE \ REMAINDER OF m \ \ \ EASEMENT YES COMPANIES, LLC U3 \ \ \ CAB. E, PG. 207 BLOCKA \ \ \ P.R.D.C.T. INS. NO. 2010-127474 0 O.P.R.D.C. T. Z \ BLOCK B Cn \\ \\ \\ BRYANT BRANCH PARK -A \ \ \ CAB. E, PG. 207 \ \ \ P. R. D. C. T. \ \ \ EXHIBIT "B2" - 20 FEET WIDE \ \ \ TEMPORARY CONSTRUCT/ON EXHIBIT "B3" - 20 FEET WIDE \ EASEMENT \ \ TEMPORARY CONSTRUCT/ON EXHIBIT "B1"-20 FEET WIDE \ 0.0360 ACRES (1,568 SQ. FT.) EASEMENT TEMPORARY CONSTRUCTION \ (SHADED) 0.0275 ACRES (1,198 SQ. FT) ESEENT0.0132 ACRES (575ASQMFT.) \\ \N89°09'42"E (SHADED) 31.38' (SHADED) \ \ \ \ \ N89° \ '42"E - 72.54' N51 °37'31 "E �rrn �� 8 EX. 16' PUBLIC 43.60'� �� 20 \ �.�7 UTILITY EASEMENT P.O.B. �� — ` <�`� — 20' ��� CAB. E, PG. 207 EXHIBIT "B I" I89°09'42W 76.7816 \ \\\8 ,fir �`�9 P.R.D.C.T. EX. ROWLINE- 20 �/ L4 L3 PSSWE P.O.B. EX ROW LINE S86°03'38"W 337.64' L2 SEE INSET S86°57'28"W _ TO S.W. COR. OF EXHIBIT "B2" 28 58' BRYANT BRANCH PARK7SW0942"W P.O.B. 32.83' EXHIBIT "63" N89°09'42 E-504.55' TO N. E COR. OF STATE OF TEXAS S89°09'38'E-546.48'_ STATE OF TEXAS TRACT INS. NO. 2011-37513 TO N.E. COR. OF O. P. R. D. C. T. STATE OF TEXAS TRACT TEASLEY LANE FM 2181 waKER BURVEY 0 20 40 (VOL. 499, PG. 429, D.R.D.C.T.) JAEFED �aQr� N�0 4�l EX. 16' PUBLIC UTILITY EASEMENT GRAPHIC SCALE IN FEET ♦ CAB. E, PG. 207 1 , = 40' EXHIBIT "B3" P.R.D.C.T. "B2 "LINE TABLE EX ROWLINE NO. DIRECTION DIST. "B3" LINE TABLE S86°5728"W 28.58"81"LINE TABLE L3 S51°37'31"W 2.18' NO. DIRECTION DIST. INSET N.T.S. NO. DIRECTION DIST. L4 N28°01'55"W 20.33' L7 N48°38'21"W 23.82' L1 S28°01'55"E 20.33' L5 N51°37'31"E 5.33' L8 S89°09'42"W 12.63' PSSWE = PERMANENT SANITARY SEWER & WATER EASEMENT BY SEPARATE INSTRUMENT. L2 S51 °37'31 "W 13.91' L6 S29°43'59"E 22.84' L9 N29°43'59"W 22.84' EXHIBITS "B I, B2 & 133" - VARIABLE WIDTH TEMPORARY SP700NER& 10-10-16 �OFP F�CONSTRUCTION EASEMENT ACIATES .. G,STFR'. �N THE BASIS OF BEARINGS FOR THIS SURVEY IS OFESSIONAL LAND SURVEYORS ...................... .. THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). 309 BYERS STREET, SUITE 100, EULESS, TEXAS 76039 ERIC S. SPOONER .......................... 0 5922 v. PROPERTY: DENTON WEST JOINT VENTURE LOCATION: CITY OF DENTON, DENTON CO., TEXAS (817)685A448 VWWV.SPOONERSURVEYORS.COM Q WHOLE PROPERTY ACREAGE: 1.7777 (CALCULATED) TBPLSFIRM NO. 10054900 E O 16-004 PARCEL 83A ESMT.dwg REV. DATE: 10/07/2016 JOB NO.: 16-004 DRAWN BY: PARCEL 83A, EXHIBITS B1, B2 & B3, PAGE 4 OF 4 DATE6/22/2016 CHECKED BY:: DATE E.S.S.E.S. 1006 Exhibit "A" attachment to ordinance 75 of 78 PARCEL 84 — KAREN ELAINE MARTIN — EXHIBIT "A" Being a 0.1106 acre tract of land situated in the Alexander E. Cannon Survey, Abstract No. 232, City of Denton, Denton County, Texas, said 0.1106 acre tract of land being a portion of that certain tract of land conveyed to KAREN ELAINE MARTIN SUPPLEMENTAL NEEDS TRUST, by deed recorded in Document No. 2013- 12292, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.1106 acre tract of land being a 20 feet wide Permanent Water and Sanitary Sewer Easement and being more particularly herein described by metes and bounds as follows: BEGINNING at a 1/2-inch iron rod with cap stamped "RPLS 4561" found at the northwest property corner of the said Karen Elaine Martin tract, same being the northeast property corner of that certain tract of land conveyed to Audrian Lee Bryan Supplemental Needs Trust by deed recorded in Document No. 2013-12301, O.P.R.D.C.T., said beginning point being on the south property line of that certain tract of land conveyed to the State of Texas by deed recorded in Document No. 2010-35833, O.P.R.D.C.T.; THENCE South 88' 02' 07" East, along the north property line of the said Karen Elaine Martin tract, same being the said south property line of the State of Texas tract, a distance of 100.41 feet to a Texas Department of Transportation aluminum disc monument found at a north property corner of the said Karen Elaine Martin tract, same being a south property corner of the said State of Texas tract; THENCE North 89' 06' 5 1 " East, continuing along the said property lines, a distance of 137.00 feet to the northeast property corner of the said Karen Elaine Martin tract, same being the southeast property corner of the said State of Texas tract, said corner being on the west property line of that certain tract of land conveyed to the United States of America by deed recorded in Volume 380, Page 337, Deed Records, Denton County, Texas D.R.D.C.T.; THENCE South 18' 02' 45" East, along the east property line of the said Karen Elaine Martin tract and along the said west property line of the United States of America tract, a distance of 21.20 feet; THENCE South 89' 41' 29" West, departing the said property lines, a distance of 243.31 feet to the west property line of the said Karen Elaine Martin tract, same being the east property line of the said Audrian Lee Bryan tract; THENCE North 01 ° 30' 18" West, along the said property lines, a distance of 22.80 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.1106 acres (4,819 square feet) of land more or less. NOTE: Bearings are referenced to the Texas State Plane Coordinate System, NAD-83, North Central Zone 4202. NOTE: Deed to accompany this legal description. I, Eric S. Spooner, a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by First Am an � le Insurance Company, having an effective date of 05/17/2016, issued 06/07/2016 GF #2027- 188135-yor a Ling the subject property. 10-4-16 * �e- 4� Eric S. Sp her Date - e Registered Professional Land Surveyor ERIC S. SPOONER Texas Registration No. 5922 5922 Spooner and Associates, Inc. °FE 5 5 , W' T.B.P.L.S. Firm No. 10054900 Parcel 84 — Karen Elaine Martin — Exhibit "A" Page 1 of 2 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 — PH. 817-68$-8448 — ESPOONER(a,SPOONERSURVEYORS.COM — S&A # 16-004 1007 Exhibit "A" attachment to ordinance 76 of 78 POINT OF BEGINNING 112" IRF WI CAP STAMPED "RPLS 4561 " -- EX. R.O. W. LINE N01 °30'18"W --,l 22.80' I I I — OHE qHE I z10 }°M I N COLUN `- F- -jWZ�� W LU _ I N Xzl¢-0 I IL LU I <U I Ui a° I a I c I I I _ I I I I I MAP OF EXHIBIT "A" SEE ATTACHED LEGAL DESCRIPTION ON PAGE 1 OF EXHIBIT "A" HEREIN DGG3 G C�W[�V�OO � sun, AB57 TEA SLEY LANE (FARM TO MARKET ROAD NO. 2181) (VARIABLE WIDTH RIGHT-OF-WAY) (VOL. 499, PG. 429, D.R.D.C.T) REMAINDER OF EX. SANITARY SEWER EASEMENT VOL.4885 PG.249 STATE OF TEXAS D.R.D. C.T. DOC. NO. 2010-35833 TXDOTALUMINUM O.P.R.D.C.T. DISC MON. FND. S88°02'07"E 100_41'_ N89°06'51 "E=137.00' — — 1.2 02'45"E --- -- — ------ — _ — _— — �21.20' I — — — S89°41'29"W - 243.31' co — — — W Q M Q v v — — — — — — — — — — — — — — — — U) Uj \ TEMPORARY CONSTRUCTION EASEMENT I BY SEPARATE INSTRUMENT L- LL � p U \\ I j Q - OHE I OHE OHE OHE - 0 I \ EXHIBIT "A"— VARIABLE WIDTH L- — — —\— PERMANENT WATER & m \ SANITARY SEWER EASEMENT \ I 0.1106 ACRES (4,819 S.F.) PROPERTY \ (SHADED) LINE \ I i \ APPROX. POSSIBLE \ CL. LOCATION OF r PROPERTY VOL. 318, PG. 450, \ D.R.D.C.T. \ I PARCEL 84 KAREN ELAINE MARTIN SUPPLEMENTAL NEEDS TRUST DOC. NO. 2013-12292 0.P.R.D.C.T. I I I I EX. 60' PEDESTRIAN AND VEHICULAR INGRESS & EGRESS EASEMENT --��- TO KAREN MARTIN IRREVOCABLE TRUST & AUDRIAN LEE BRYAN IRREVOCABLE TRUST INS. NO. 2013-67618. O.P.R.D.C.T. EXHIBIT "A" — VARIABLE WIDTH PERMANENT WATER & SANITARY SEWER EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). PROPERTY: 9096 TEASLEY LANE (FM 2181) LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 1.16 (CALCULATED) 16-004 PARCEL 84 ESMT.dwg EX. 15' WIDE RIGHT-OF-WAY & \ \ EASEMENT GRANTED \ TO BRADEN EXPLORATION, LLC. DOC. NO. 2008-53706, \ O.P.R.D.C.T. \ \ 0 25 50 \ \ GRAPHIC SCALE IN FEET V=50' • • Eli ER 2e VEARS OF SERVICE 309 BYERS STREET, SUITE 100, EULESS, TEXAS 76039 (817)6858448 WMN.SPOONERSURVEYORS.COM TBPLS FIRM NO.10054900 DATE: 0J IVV.. 1V-VV4 I URNVVIV DI. R.VV.O I PARCEL 84, EXHIBIT "A", PAGE 2 OF 2 DATE: 9/30/2016 CHECKED BY: E.S.S. 10-4-16 (� 0.F. TF �.Q o.v N . ....................... ERIC S. SPOONER i�`. O'q- 1y 4 1008 Exhibit "A" attachment to ordinance 77 of 78 PARCEL 84 — KAREN ELAINE MARTIN — EXHIBIT "B" Being a 0.1542 acre tract of land situated in the Alexander E. Cannon Survey, Abstract No. 232, City of Denton, Denton County, Texas, said 0.1542 acre tract of land being a portion of that certain tract of land conveyed to KAREN ELAINE MARTIN SUPPLEMENTAL NEEDS TRUST by deed recorded in Document No. 2013- 12292, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.1542 acre tract of land being a variable width Temporary Construction Easement and being more particularly described by metes and bounds as follows: BEGINNING on the west property line of said Karen Elaine Martin tract, same being the east property line of that certain tract of land conveyed to Audrian Lee Bryan Supplemental Needs Trust by deed recorded in Document No. 2013-12301, O.P.R.D.C.T., said beginning point being located South 01' 30' 18" East, a distance of 22.80 feet from a 1/2-inch iron rod with cap stamped "RPLS 4561" found at the northwest property corner of the said Karen Elaine Martin tract, same being the south property line of that certain tract of land conveyed to the State of Texas, by deed recorded in Document No. 2010-35833, O.P.R.D.C.T.; THENCE North 89' 41' 29" East, departing the said property lines, over and across the said Karen Elaine Martin tract, a distance of 243.31 feet to a point on the east property line of the said Karen Elaine Martin tract, same being the west property line of that certain tract of land conveyed to the United States of America by deed recorded in Volume 380, Page 337, Deed Records, Denton County, Texas (D.R.D.C.T.), said point being located South 180 02' 45" East, a distance of 21.20 feet from the northeast property corner of the said Karen Elaine Martin tract, same being the southeast property corner of the said States of Texas tract; THENCE South 18' 02' 45" East, along the said property lines, a distance of 62.99 feet; THENCE departing the said property lines, over and across the said Karen Elaine Martin tract the following courses and distances: South 89' 41' 29" West, a distance of 50.96 feet; North 00' 50' 2 1 " West, a distance of 40.00 feet; South 89' 41' 29" West, a distance of 210.75 feet to the said west property line of Karen Elaine Martin tract, same being the said east property line of the Audrian Lee Bryan tract; THENCE North 01 ° 30' 18" West, along the said property lines, a distance of 20.00 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area of 0.1542 acres (6,716 square feet) of land more or less. NOTE: Bearings are referenced to the Texas State Plane Coordinate System, NAD-83, North Central Zone 4202. 460001 FF T 10-4-16 ((�ER �`sTeRo' l Eric S. Spo er Date Registere rofessional Land Surveyor S. SPQdNETexas Registration No. 5922RSpooner and Associates, Inc. 5922T.B.P.L.S. Finn No. 10054900s5UR`�F Parcel 84 — Karen Elaine Martin— Exhibit "B" Page 1 of 2 SPOONER AND ASSOCIATES, INC, 309 BYERS STREET, # 100, EULESS, TEXAS 76039 - PH. 817-68$-8448 - ESPOONER(&,SPOONERSURVEYORS.COM - S&A # 16-004 1009 Exhibit "A" attachment to ordinance 78 of 78 MAP OF EXHIBIT "B" SEE ATTACHED LEGAL DESCRIPTION ON PAGE 1 OF EXHIBIT "B" HEREIN �o C'xw000 sunvEy TEASLEY LANE (FARM TO MARKET ROAD NO. 2181) (VARIABLE WIDTH RIGHT-OF-WAY) (VOL. 499, PG. 429, D.R.D.C.T.) EX. 20' SANITARY 112" IRF SEWER EASEMENT WI CAP STAMPED STATE.2010-35833 TEXAS DOC. NO. VOL. 4885, PG. 249 "RPLS4561„ D.R.D.C.T. PERMANENT WATER & SANITARY SEWER O.P.R.D.C.T. POINT OF EASEMENT BY SEPARATE INSTRUMENT — — EX. R.O.W. LINE BEGINNING TXDOTALUMINUM — DISC MON�FND.— — S18°02'45"E —-S01°30'18"E — —-------- _ 20—�--- 21.20' 22.80' N89°41'29"E - 243.31' _ IN v ---N01°30'18"W—— -- — —-- — — — — — ��o w -----.00'------_—_—_—_—_—_—_—_—_------ --- o co � � ` � Q co S89°41'29"W 210.75 \ (D F' I I N00°50'21"W \ �c� a Q) 40.00' l 00 o OHE qHE — OHE - - OHE - OHE OHE — OHE - Q O EXHIBIT 'T — — Z I — I I VARIABLE WIDTH R \ IW' TEMPORARY CONSTRUCTION \ I I EASEMENT S89 41'29"W� \ U) I I 0.1542 ACRES (6,716 550.96' \ Z x (SHADED) m \ }C/)M I I \ N X 0 � I PROPERTY APPROX.POSSIBLE� \ 0o co Z U I LINE CL. LOCATION OF W LU -' N o I I PARCEL 84 VOL. 318, PG. 450,Q-J\ X 2!� o KAREN ELAINE MARTIN D.R.D.C.T. PROPERTY QQZZ� I I LINE \ a Lu o SUPPLEMENTAL NEEDS TRUST o w po i i DOC. NO. 2013-12292 \\ a O.P.R.D.C.T. EX. 15' WIDE RIGHT-OF-WAY EX. 60' PEDESTRIAN AND VEHICULAR & EASEMENT TO \ INGRESS & EGRESS EASEMENT BRADEN EXPLORATION, LLC. \ TO KAREN MARTIN IRREVOCABLE TRUST INS. 2008-53706, \ & AUDRIAN LEE BRYAN IRREVOCABLE TRUST O.P.R.D.C.T. 0 25 50 INS. NO. 2013-67618, O.P.R.D.C.T. \ I I � I GRAPHIC SCALE IN FEET I I 1 " = 50' EXHIBIT 'B" — VARIABLE 10-4-16 WIDTH TEMPORARY SPOONER& �� 0 E T� CONSTRUCTION EASEMENT SSOCIATES �P �� RF . �.� REGISiFRm PROFESSKX,ALLANDSLFNEYORS N THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202). • • ERIC S. SPOONER ..................... PROPERTY: 9096 TEASLEY LANE (FM 2181) 59.22 . LOCATION: CITY OF DENTON, DENTON CO., TEXAS (817)6858448 WAAMSPOONERSURVEYORS.COM ?� WHOLE PROPERTY ACREAGE: 1. 16 (CALCULATED) TBPLS FIRM NO. 10054900 Fe Ol 0- 16-004 PARCEL 84 ESMT.dwg V S&A JOB NO.: 16-004 DRAWN BY: R.W.B PARCEL 84, EXHIBIT "B", PAGE 2 OF 2 DATE: 09/30/2016 CHECKED BY: E.S.S. 1010 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1437, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: Howard Martin Date: November 8, 2016 SUBJECT Consider appointments to the Tax Increment Reinvestment Zone (TIRZ) Number Two Board of Directors. BACKGROUND On December 17, 2012, the City Council adopted an Ordinance No. 2012-366 designating and describing the boundaries of Tax Increment Reinvestment Zone Number Two (Westpark) to provide the public infrastructure necessary to encourage development in the largest industrially zoned area in the City. Current TIRZ Two Board Structure The TIRZ board is comprised of thirteen members. The City Council appointed eleven members, which comprise the Economic Development Partnership Board (EDPB), on September 15, 2015 (Ordinance 2015- 074). The governing body of Denton County, which levies taxes on real property in TIRZ Number Two, appointed one board member, Alex Payne. Rayzor Investments LLP, the "Developer," appointed Selwyn Rayzor. The current thirteen member TIRZ Number Two board is presented below. Member Company Category John Baines John E. Baines PC CPAs Black Chamber of Commerce Cleve Breedlove ccess First Capital Bank Aviation Dianne Costa CEMA of North Texas, LLC Hispanic Chamber of Commerce Jim Fykes Peterbilt Top 20 Taypayer John Gilmer Flowers Baking Company Top 20 Taypayer Greg Johnson City of Denton City Council Larry Parker Denton Depot Chamber of Commerce Marty Rivers First State Bank Chamber of Commerce Carrell Ann Simmons Meridian Bank At Large Neal Smatresk niversity of North Texas University of North Texas Chris Watts City of Denton City Council City of Denton Page 1 of 4 Printed on 7/2/2021 powered by Legista 1011 File #: ID 16-1437, Version: 1 Alex Payne Denton County Denton County Selwyn Rayzor Rayzor Investments Developer The TIRZ Number Two board incorporates the current Economic Development Partnership Board (EDPB). The board also includes a Denton County representative and a developer representative. Since the last appointments to the TIRZ Number Two board, the EDP board composition has changed. On August 23, 2016, the Denton City Council approved the addition of a seat to the EDP board for the Texas Woman's University President, Carine Feyten, PhD, and Chancellor. The adoption of Ordinance No. 2016-249 brought the EDP board membership to twelve total. Outgoing and Incoming Members Chris Watts chose to not serve again and Joey Hawkins was appointed as the new City Council representative on August 23, 2016. Dianne Costa served a one-year term, and was ineligible to be re -nominated. Jimmy Mejia was appointed as the new nominee on behalf of the Hispanic Chamber of Commerce. John Gilmer passed away in October 2016. The proposed fourteen member TIRZ Number Two board is included below. Member Company Category John Baines John E. Baines PC CPAs Black Chamber of Commerce Cleve Breedlove Access First Capital Bank Aviation Joey Hawkins Royals Bagels & Jupiter House City Council Carine Feyten Texas Woman's University Texas Woman's University Jim Fykes Peterbilt Top 20 Taxpayer Vacant Top 20 Taxpayer Greg Johnson City of Denton City Council Jimmy Mejia La Azteca Hispanic Chamber of Commerce Larry Parker Denton Depot Chamber of Commerce Carrell Anne Simmons At Large Alex Payne Axis Realty Group Denton County Marty Rivers First State Bank Chamber of Commerce Selwyn Rayzor Rayzor Investments Developer Neal Smatresk University of North Texas University of North Texas TIRZ Board members serve two-year terms and may serve as many as three terms. The twelve members appointed by City Council serve terms concurrent with the EDPB. A member may serve no more than three terms except for the UNT and TWU representatives. PRIOR ACTION/REVIEW On August 23, 2016, the Denton City Council considered the amendment to the Ordinance 2012-366, as amended by Ordinances 2014-039 and Ordinance 2015-370 to add a seat to the board for the Texas Woman's City of Denton Page 2 of 4 Printed on 7/2/2021 powered by Legista 1012 File #: ID 16-1437, Version: 1 University President and Chancellor. On March 1, 2016, the City Council appointed the Denton County representative to the TIRZ Two board. On December 15, 2016, the City Council appointed the TIRZ Two board. On December 1, 2015, the City Council adopted Ordinance 2015-370 to establish a TIRZ Number Two board composition that matches the Economic Development Partnership Board. On February 14, 2014, the City Council adopted Ordinance 2014-039 to establish term limits concurrent with the Economic Development Partnership Board. On February 12, 2013, the City Council appointed the TIRZ Two board. The City Council adopted Ordinance 2013-033 accepting an Agreement with Denton County to participate in Tax Increment Reinvestment Zone, Number Two on February 5, 2013. The City Council adopted Ordinance No. 2012-366 designating and describing the boundaries of a TIRZ Number Two; established the duration of the Zone; established a Tax Increment Fund and established a Board of Directors for the Tax Increment Reinvestment Zone on December 18, 2012. The City Council also received reports on the TIRZ proposal at the July 17, 2012, September 11, 2012 and December 7, 2012 (Closed Session) meetings. FISCAL INFORMATION There will be no fiscal impact as a result of the appointments to the TIRZ Number Two board. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention Respectfully submitted: Caroline Booth Director of Economic Development Prepared by: Erica Sullivan City of Denton Page 3 of 4 Printed on 7/2/2021 powered by Legista 1013 File M ID 16-1437, Version: 1 Economic Development Analyst City of Denton Page 4 of 4 Printed on 7/2/2021 powered by Legista 1014 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: ID 16-1457, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: Howard Martin Date: November 8, 2016 SUBJECT Consider appointing a Nominating Committee to recommend an appointee to fill an unexpired term on the Economic Development Partnership Board. BACKGROUND Due to the passing of Economic Development Partnership Board member John Gilmer, it is necessary to appoint a Nominating Committee to recommend an appointee to complete Mr. Gilmer's unexpired term. Mr. Gilmer filled one of the two seats on the EDP Board held by representatives of top 20 City of Denton taxpayers, as specified in the Economic Development Partnership Board Ordinance (2016-249). The new appointee must also be a representative of a top 20 City of Denton taxpayer. The ordinance requires that the City Council appoint three persons to serve as a Nominating Committee, to include two City Council members and one person who is a member of the Chamber of Commerce. The Chamber has named Marty Rivers as its representative on the Nominating Committee. During the November 8 meeting, the Council is asked to select its two member representatives. The committee is asked to confirm with the potential appointee his/her willingness to serve. The committee will then make its recommendation to the City Council at its December 6, 2016, meeting. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS Exhibit 1 - EDP Ordinance City of Denton Page 1 of 2 Printed on 7/2/2021 powered by Legista 1015 File M ID 16-1457, Version: 1 Respectfully submitted: Caroline Booth Director of Economic Development City of Denton Page 2 of 2 Printed on 7/2/2021 powered by Legista 1016 sAlegaRour documents\ordinances\1 6\edpb twu seat ordinance.docx 2016-249 ORDINANCE NO. AN ORDINANCE AMENDING ORDINANCE NO. 2003-258, AS AMENDED BY ORDINANCE NO. 2011-042, ORDINANCE NO. 2014-009, AND ORDINANCE NO. 2015-074 RELATING TO THE ECONOMIC DEVELOPMENT PARTNERSHIP BOARD ("THE BOARD") TO ADD TO THE MEMBERSHIP OF THE BOARD; REPEALING ALL CONFLICTING ORDINANCES AND PORTIONS THEREOF; AND PROVIDING AN I -EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton, Texas, recognizes the contributions of Texas Woman's University to the economy of the City of Denton and values Texas Woman's University's role in the continued growth and development of higher education and business in the City of Denton, it is in the public interest to modify the membership of the Economic Development Partnership Board to include participation of Texas Woman's University; and WHEREAS, the Economic Development Partnership Board has a proven track record of effectiveness in the City of Denton with regard to reviewing and making recommendations to the City Council concerning economic development within the community; and WHEREAS, the Economic Development Partnership Board has proven particularly adept in the recruitment of business and development in the community; NOW, THEREFORE, I I I- 1XV-911KI to] I we) 0 1: 1 11 Mae] N 11 a 12 1 us] III I I I SECTION 1. Article IX. Sec. 2-251 of Ordinance No. 2003-258 is hereby amended as follows: A. There is hereby created a City of Denton board entitled the Denton Economic Development Partnership Board (the "Board"). The Board shall consist of twelve members. The eleven board members currently serving shall serve as originally appointed. Six members shall be appointed for a two-year term in even numbered years and six members shall be appointed for a two-year term in the odd numbered years. The member, as described in Sec. 2-251 C (8) below, shall be appointed to serve effective in 2016. No member shall serve more than three consecutive terms except for the President of the University of North Texas ("UNT") and the Chancellor and President of Texas Woman's University ("TWU") or his or her designee, who may serve unlimited terms. B. The Board members shall be appointed by the City Council and shall serve at the City Council's pleasure. To aid the City Council in making appointments to the Board, the City Council will appoint two City Council members and one Denton Chamber of Commerce ("Chamber") member to act as a nominating committee (the "Committee"). The Committee members are qualified for appointment to the Board. The Committee will solicit nominations, contact nominees to relate duties and responsibilities and to confirm willingness to serve. The 1017 sAlegahour documents\ordinances\16\edpbtwu seat ordinance.docx Committee will solicit recommendations from the Denton Chamber Board of Directors, the President of UNT, the Chancellor and President of TWU, and the Black and Hispanic Chamber Boards of Directors. If any such nomination is not submitted, the Committee will consider the racial, ethnic, and gender diversity objectives of the City Council when making its nomination recommendations to the City Council. After evaluating the recommended nominees the Committee will present to the City Council a slate of Board nominees for City Council consideration. C. Notwithstanding anything contained herein to the contrary the membership make- up of the Board shall consist of the following 1. Two members of the Board shall be City Council members at the time of their appointment to their original term. They may serve out all three terms, even if they are no longer members of the City Council after the original appointment as long as they continuously serve throughout the three terms. They must be residents of the City of Denton. 2. Two members of the Board shall be members of the Denton Chamber of Commerce Board of Directors ("Chamber Board") at the time of their appointment to their original term. They may serve out all three terms, even if they are no longer members of the Chamber Board after the original appointment as long as they continuously serve throughout the three terms. They must reside or work in the City of Denton. The Chamber Board will recommend the two nominees for consideration by the Committee and the City Council. 3. Two members will be, or be employed by, a top twenty City of Denton ad valorem or sales tax payer. Such members must reside or work in the City of Denton. 4. One member will be the President of UNT or a UNT faculty or staff member designated by the President. Such member need not reside in the City of Denton and is not restricted to the three term limits. However, such member must be appointed by the City Council for each term. 5. One member will have knowledge or experience in general aviation- related matters and shall have no financial interest in matters at the Denton Municipal Airport. This member must reside or work in the City of Denton. 6. One member will be a citizen of the City of Denton who, in the discretion of the City Council, has specific knowledge skills and abilities to assist in all or any one of the functions and responsibilities of the Economic Development Partnership Board. 7. With the intent to enhance the diversity of the Board, one nominee shall be a representative nominated by the Black Chamber Board of Directors and one nominee shall be a., representative nominated by the Hispanic Chamber Board of Directors. If a nomination is not made by either of these Boards, the Committee and the City Council shall consider the racial, ethnic, and gender diversity of the Board as well as the knowledge, skills, and abilities of the nominees to assist in all or any one of the functions of the Economic Development Partnership Board when making selection decisions. These members must reside or work in the City of Denton. Page 3 1018 sAlegal\our documents\ordinances\1 6\edpb twu seat ordinance.doex 8. One member will be the Chancellor and President of TWU or a TWU faculty or staff member designated by the Chancellor and President. Such member need not reside in the City of Denton and is not restricted to the three term limit. However, such member must be appointed by the City Council for each term. 9. The City Manager, the President of the Chamber, and the Superintendent of the Denton Independent School District will serve as ad hoc non -voting members of the Board. SECTION 2. This Ordinance amends Ordinance No. 2003-258, Ordinance 2011-042, Ordinance 2014-009, and Ordinance 2015-074 and supersedes and repeals any provision of those ordinances, or any other, in conflict herewith. SECTION 3. This Ordinance shall become effective immediately upon its passage and ATTEST: JENNIFER WALTERS, CITY SECRETARY alm BUS• 9 RAM _S • BY: 7-2) day of.'_AUSLkS-�— 2016. M Page 4 1019 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 16-1469, Version: 1 Agenda Information Sheet DEPARTMENT: Legal CM/ ACM: Anita Burgess, City Attorney Date: November 8, 2016 SUBJECT Consider appointments to a Charter Review Committee. Respectfully submitted: Anita Burgess City Attorney Prepared by: Aaron Leal First Assistant City Attorney City of Denton Page 1 of 1 Printed on 7/2/2021 powered by Legista 1 020 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON File #: Z16-0019a, Version: Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ACM: Jon Fortune DATE: November 8, 2016 SUBJECT Hold a public hearing and consider a request to rezone approximately 2.33 acres from a Neighborhood Residential 3 (NR-3) District to a Neighborhood Residential Mixed Use 12 (NRMU-12) District with a Mixed Use Residential Protection Overlay. The subject property is generally located on the northeast corner of East Sherman Drive and Kings Row. The Planning and Zoning Commission recommends approval of the request (7- 0). BACKGROUND The City of Denton acquired the subject property in 2015 and plans to develop the site with a new fire station to replace the existing Fire Station No. 4, located directly across Kings Row to the south. Fire stations are classified as a "Community Service" use in the Denton Development Code (DDC), and are not permitted in the NR-3 District. To permit development of the fire station, the applicant is requesting to rezone the property to an NRMU-12 District with a Mixed Use Residential Protection Overlay to restrict all uses on the site to only those permitted within the NR-3 District, with the exception of Community Service. Per Subchapter 35.5.2.4 of the DDC, a Mixed Use Residential Protection Overlay may be used where necessary to address the concerns of existing adjacent residential uses about the incompatibility of a proposed non- residential or multi -family mixed use. As part of the overlay, the applicant may consent to the imposition of increased setbacks, landscaping, screening or buffer requirements along the borders of such existing residential uses, or to the imposition of additional use or performance -based restrictions upon the proposed use. In order to mitigate any concerns about the property being developed with multi -family, townhomes, or non- residential uses other than a fire station, the applicant is proposing an overlay to restrict all uses on the site, with the exception of Community Services, to those permitted within the NR-3 District. These proposed rezoning and overlay are being considered as one request, as permitted by Subchapter 35.5.2.4 of the DDC. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. City of Denton Page 1 of 2 Printed on 7/2/2021 powered by Legista 1021 File #: Z16-0019a, Version: 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommends approval of this request (7-0). The Development Review Committee recommends approval of this request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On October 12, 2016, the Planning and Zoning Commission recommended approval of the rezoning request (7- 0). STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS 1. Staff Analysis 2. Aerial 3. Zoning Map 4. Future Land Use Map 5. NR-3 Permitted Uses 6. NRMU-12 Permitted Uses 7. Applicant Narrative 8. Notification Map & Responses 9. P&Z Minutes 10. Draft Ordinance Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Michael J. Bell Senior Planner City of Denton Page 2 of 2 Printed on 7/2/2021 powered by Legista 1 022 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: Z16-0019, Version: 1 Planning Report Z16-0019/Fire Station No. 4 City Council District 2 Planning & Zoning Commission October 12, 2016 REQUEST: Hold a public hearing and consider making a recommendation to City Council regarding a request to rezone approximately 2.06 acres from a Neighborhood Residential 3 (NR-3) District to a Neighborhood Residential Mixed Use 12 (NRMU-12) District. The subject property is generally located at the northeast corner of East Sherman Drive and Kings Row. (Z16-0019, Fire Station No. 4, Mike Bell) OWNER: City of Denton APPLICANT: Michael Thomas, MJ Thomas Engineering, LLC BACKGROUND: The City of Denton acquired the subject property in 2015 and plans to develop the site with a new fire station to replace the existing Fire Station No. 4, located directly across Kings Row to the south. Fire stations are classified as a "Community Service" use in the Denton Development Code (DDC), and are not permitted in the NR-3 District. To permit development of the fire station, the applicant is requesting to rezone the property to an NRMU-12 District with a Mixed Use Residential Protection Overlay to restrict all uses on the site to only those permitted within the NR-3 District, with the exception of Community Service. Per Subchapter 35.5.2.4 of the DDC, a Mixed Use Residential Protection Overlay may be used where necessary to address the concerns of existing adjacent residential uses about the incompatibility of a proposed non- residential or multi -family mixed use. As part of the overlay, the applicant may consent to the imposition of increased setbacks, landscaping, screening or buffer requirements along the borders of such existing residential uses, or to the imposition of additional use or performance -based restrictions upon the proposed use. In order to mitigate any concerns about the property being developed with multi -family, townhomes, or non- residential uses other than a fire station, the applicant is proposing an overlay to restrict all uses on the site - with the exception of community services- to those permitted within the NR-3 District. These proposed rezoning and overlay are being considered as one request, as permitted by Subchapter 35.5.2.4 of the DDC. SITE DATA: The subject property currently includes seven undeveloped, unplatted tracts of land, however a plat application has been submitted by the applicant to combine these tracts into a single lot. Two of the existing tracts were developed with single-family homes built in the mid-20t' century, but have since been demolished. Sherman City of Denton Page 1 of 4 Printed on 10/7/2016 powered by Legista 1023 File #: Z16-0019, Version: 1 Drive forms the western boundary of the lot and is currently a four -lane, undivided roadway with a dedicated turn lanes onto Kings Row. Kings Row is classified as a Collector Street and is a two-lane, undivided roadway with a dedicated left turn lane onto Kings Row. Access to the site will be permitted from both streets. USE OF PROPERTY UNDER CURRENT ZONING: The Neighborhood Residential 3 (NR-3) District is intended for single-family uses with a maximum density of 3.5 dwelling units per acre. As the development is greater than two acres, there are no minimum lot sizes stipulated in the Denton Development Code (DDC). Attached single-family dwellings, Accessory Dwelling Units, Daycares and Elementary Schools are permitted with a Specific Use Permit (SUP). Parks, open space, and religious institutions are permitted by right. A schedule of permitted uses is attached for further reference. SURROUNDING ZONING AND LAND USES: North: To the north are single-family homes within a NR-3 District. East: To the east are single-family homes within an NR-3 District. South: To the south across Kings Row is the existing fire station and single-family homes within an NR-3 District. West: To the west across Sherman Drive are single-family homes within a Neighborhood Residential 4 (NR-4) District. COMPATABILITY OF REQUEST WITH SURROUNDING ZONING/LAND USES: If rezoned to an NRMU-12 District with the proposed Mixed Use Residential Protection Overlay, the site may be developed with Community Service uses and all other uses permitted in the NR-3 District. Community Service uses include civic and governmental uses, such as public libraries, fire stations, community centers, and other government buildings that are compatible to and appropriately located within residential neighborhoods. The general regulations of the NRMU-12 District, including setbacks, building height, and lot coverage would also apply. However, without the overlay, the property may develop with light commercial including office, retail, and institutional uses or residential uses including townhomes, dwellings above businesses, or multi -family. Multi- family would only be permitted with a Specific Use Permit (SUP) or if part of a mixed -use development. COMPREHENSIVE PLAN: Per the Future Land Use Map in Denton Plan 2030, the subject property is designated as "Low Density Residential." This designation is primarily intended to promote single-family housing, with lot sizes ranging from one acre or more in rural fringe areas to up to four units per acre in the City's suburban subdivisions. New residential subdivisions should be located contiguous to existing development, include a variety of housing styles, types, and prices, and be organized to promote walkability and access to parks, schools, and neighborhood -serving retail. When located within established residential areas, new development should be compatible with existing land use patterns and design standards. Near the rural fringe, compact developments with small, clustered lots that retain substation open space are encouraged. CONSIDERATIONS: 1. The applicant is requesting a rezoning to an NRMU-12 District with a Mixed Use Residential Protection Overlay to allow development of a fire station, which is classified as a Community Service use in Subchapter 5 of the DDC. The proposed overlay would restrict use of the property to only those uses permitted within the NR-3 District, with the exception of Community Service. This would permit development of the site with the proposed fire station and eliminate any possibility for the site to develop City of Denton Page 2 of 4 Printed on 10/7/2016 powered by Legista 1024 File #: Z16-0019, Version: 1 with uses that are incompatible with the existing land use pattern and surrounding neighborhoods. 2. The future land use designation of the property is Low Density Residential. A rezoning to NRMU-12 would be inconsistent with this designation, however the Mixed Use Residential Protection overlay would essentially revert the site to an NR-3 District should the property not develop with the fire station. The NRMU-12 District with the proposed Mixed Use Residential overlay is consistent with the Low Density Residential designation of the future land use plan. STAFF RECOMMENDATION: Staff recommends approval of the request as it is compatible with the surrounding property and provides a necessary community service. OPTIONS: 1. Recommend approval as submitted. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Table the item. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 35 notices were sent to property owners within 200 feet of the subject property, 121 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and signs were placed on the property. According the applicant, the proposed fire station was discussed at a neighborhood meeting hosted by Councilmember Briggs on April 17' at the North Branch Library. PROJECT TIMELINE: Application Received: lst Submittal Sent to DRC Members Comments Released to Applicant: Business Days under DRC Review: Business Day out to Applicant: Total Business Days: EXHIBITS: • Aerial Map • Zoning Map • Future Land Use Map • NR-3 District Permitted Uses • NRMU-12 District Permitted Uses • Applicant Narrative • Notification Map Prepared by: August 25, 2016 August 25, 2016 September 9, 2016 10 0 10 Respectfully submitted: Shandrian Jarvis, AICP Development Review Committee Administrator City of Denton Page 3 of 4 Printed on 10/7/2016 powered by Legista 1025 File #: Z16-0019, Version: 1 Michael J. Bell Senior Planner City of Denton Page 4 of 4 Printed on 10/7/2016 powered by Legista 1026 Z16-0019 Site Location HILT�ON 7_4 -- _, ._._.-_ . --.__ .- 3111 N 411 0 100 200 400 SITE W F.Feet , S a O L Parcels i L4 CITY OF DENTON Roads Development Services • GIS Dale: 8/31I2016 The Cit of Denton has re ared ma s for de arlmental use. These are not official ma s of the CIt of Denton and should not be used for leqal an ineerin or surve in ur oses but rather for reference purposes These ma s an r of the Cit yof Denton and (Piave been made avaiPable to the public based on the Public Inpformalion Act. The Cily of, Denton makes every th to produce and publishIC ie most current and accurate information possible. No warranties, expressed or im pliedY are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. Z16-0019 Zoning Map SITE L Parcels Roads off[ are MMMaD -A, M !400 1 IN, MOMMIO DOVER CROMWELL N R-3 [S]TiRATFORD CAMBRIDGE VF 0 100 200 400 N R-3 ■ N R-6Fee` NR-4 NRMU-12DENTON Development Services • GIS Dal :8131I2018 028 ePartmental use. These are not official mapfs of the Cily of Denton and should not be used for le al, endgineerindq or surve ing purposes but rather for reference purposes. These maps an r of ai able to the public based on the Public In ormalion Act. The City of, Denton makes every effortgo pro uce an publish tie most current and accurate information possible. No warranties, expressed or use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. Z16-0019 Future Land Use Map 1111111■ 1111■11111 11\�111�1 �.�.■■■■ Community Mixed Use Moderate Residential Government / Institutional 11112 oeag ♦®®® ® ®®i® ®®� ♦ � 1■11111111 somin ■■I■loans 1111111111111 111111111 : ■llllllllllll� � ,� 111111111111 11111111111 11� 11■all■■■■�■■® 1111111 1 �1� �� iiiiii:::�:����r�,®11�i. 'I Q SITE Future Land Use Neighborhood Mixed Use 0 255 510 1,020 Fee Parcels Low Residential Government / Institutional RoadsModerate Residential Parks / Open SpaceCommunity V Mixed Use DENTON Development Services • GIS Date: 8I31I2016 ie Cit of Denton has re ared maps for de artmental use. These are not official ma s of the Cit of Denton and should not be used for le al, en ineerinq Y P P P P P Y dg e City of Denton and have been made avai able to the public based on the Public Information Act. The City of. Denton makes every effort o pro uce an 'plied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. or surve in ur oses but rather for reference purpose These maps an 1029 ; d 9P P P P P publish t e most current and accurate information possible. No warranties, expressed Neighborhood Residential 3 Permitted Uses RESIDENTIAL: P Agriculture, Single-family Dwellings, Community Homes for the Disabled L(1), SUP Accessory Dwelling Units L(7) Livestock SUP Attached Single-family Dwellings COMMERCIAL: P Home Occupation, Outdoor Recreation L(38) Temporary Uses INDUSTRIAL: L(27), SUP Gas Wells INSTITUTIONAL: P Parks and Open Space, Churches L(25) Basic Utilities SUP Semi -Public Halls, Clubs, and Lodges, Adult or Child Day Care, Kindergarten, Elementary Schools, WECS P = Permitted, L(#) = Permitted with a Limitation, SUP = Specific Use Permit LIMITATIONS: L(1) — Subject to the following criteria: 1. The proposal must conform with the overall maximum lot coverage and setbacks requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed one per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed 50% of the GHFA of the primary residence on the lot, and shall not exceed 1,000 square feet GHFA unless the lot meets the requirements of L(1).5. 4. One additional parking space shall be provided that conforms to the off-street parking provisions of the DDC. 5. The maximum GHFA of the accessory residential structure shall not exceed 50% of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than 10 acres in size. An SUP is not required for such an accessory residential structure where the lot size is equal to or greater than 10 acres. L(7) — Limited to two animals on parcels one to three acres in size. Additional animals may be added at a rate of one per each acre over three acres. L(25) — If proposed use is within 200 feet of a residential zone, approval is subject to an SUP. L(27) — Must comply with the provisions of Subchapter 22, Gas Well Drilling and Production L(38) — Must meet the requirements of Section 35.12.9. 1030 Neighborhood Residential Mixed Use 12 (NRMU-12) Permitted Uses RESIDENTIAL: P Agriculture, Attached Single -Family Dwellings, Community Homes for the Disabled, Duplexes, Dwellings Above Businesses, Live/Work Units, Single - Family Dwellings L(1) Accessory Dwelling Units L(4) Multi -Family Dwellings L(7) Livestock SUP Dormitory, Fraternity or Sorority House, Group Homes COMMERCIAL: P Home Occupation, Laundry Facilities L(10) Bed and Breakfast L(14) Professional Services and Offices L(15) Retail Sales and Service L(38) Temporary Uses SUP Outdoor Recreation INDUSTRIAL: L(27) Gas Wells INSTITUTIONAL: P Adult or Child Day Care, Churches, Community Service, Kindergarten, Elementary School, Middle School, Parks and Open Space L(13) Elderly Housing L(15) Semi -Public Halls, Clubs, and Lodges L(25) Basic Utilities L(43) Electric Substations and Switch Stations SUP WECS P = Permitted, L(#) = Permitted with a Limitation, SUP = Specific Use Permit LIMITATIONS: L(1) — Accessory Dwelling Units are permitted, subject to the following additional criteria: 1. The proposal must conform with the overall maximum lot coverage and setback requirements of the underlying zone. 2. The maximum number of dwelling units shall not exceed one per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed 50% of the GHFA of the primary residence on the lot, and shall not exceed 1,000 square feet of GHFA unless the lot meets the requirements of L(1).5 4. One additional parking space shall be provided that conforms to the off-street provisions of the DDC. 5. The maximum GHFA of the accessory residential structure shall not exceed 50% of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than 10 acres in size. An SUP is not required for such an accessory residential structure where the lot size is greater than ten acres. L(4) — Multi -Family is permitted only: 1. With a Specific Use Permit (SUP), 2. As part of a Mixed -Use Development; or 3. As part of a Master Plan Development, Existing; or 4. If the development received zoning approval allowing multi -family use with one (1) year prior to the effective date of Ordinance No. 2005-224; or, 5. If allowed by a City Council approved neighborhood (small area) plan. L(7) — Limited to two animals on parcels one to three acres in size. Additional animals may be added at a rate of one per each acre over three acres. L(8) — Travelers' accommodations, are permitted, provided that: 1. The business -owner or manager shall be required to reside on the property occupied by the accommodation, or adjacent property. 1031 2. That each accommodation unit shall have one (1) off-street parking space, and the owners shall have two (2) parking spaces. All spaces shall be in conformance with the requirements of the Off -Street Parking section of this Chapter. 3. That only one (1) ground or wall sign, constructed of a non -plastic material, non -interior illuminated of four (4) sq. ft. maximum size be allowed. Any exterior illumination of signage shall be installed such that it does not directly illuminate any residential structures adjacent or nearby the travelers' accommodation. 4. That the number of accommodation units allowed shall be proportional to the permitted density of the zone. Each traveler's accommodation unit shall be counted as 0.6 units for the purpose of calculating the permitted number of traveler's accommodations. 5. All traveler's accommodations shall be within two hundred (200) feet of a collector or arterial. Street designations shall be as determined by the City Comprehensive Plan. Distances shall be measured via public street or alley access to the site from the arterial. 6. Excluding the business -owner's unit and the area of the structure it will occupy, there must be at least four hundred (400) sq. ft. of gross interior floor space remaining per unit. 7. Traveler's accommodations are limited to no more than eight (8) guest units. L(10) — All restrictions of L(8), but limited to no more than 5 guests. L(13) — Uses are limited to no more than fifty-five thousand (55,000) square feet of gross floor area per lot. L(14) — Uses are limited to no more than ten thousand (10,000) square feet of gross floor area. L(15) — Uses are limited to no more than five thousand (5,000) square feet of gross floor area per lot. An SUP is required for additional square footage for Semi -Public Halls, Clubs, and Lodges. L(25) — If proposed use is within 200 feet of a residential zone, approval is subject to an SUP. L(27) — Must comply with the provisions of Subchapter 22, Gas Well Drilling and Production L(38) — Must meet the requirements of Section 35.12.9 L(43) — Electric Substation and Switch Stations are permitted subject to the following criteria: 1. An applicant shall be required to submit an application for an SUP pursuant to Subsection 35.6 in accordance with the procedures set forth in Subsection 35.3.4 unless it is able to meet the following requirements: a. Use of the property is associated with a City Council approved Capital Improvements Plan (CIP) or other City Council approved Master Plan; and b. A public hearing was held at the City Council for selection of the site to include: i. Written notice of the public hearing was provided to property owners within 200 feet and physical addresses within 500 feet of the subject property at least 12 days prior to the public hearing; and ii. A sign advertising the public hearing was posted on or adjacent to the property at least 12 days prior to the public hearing. c. A neighborhood meeting was held at least 15 days prior to the public hearing at City Council for acquisition of the site. 2. All Electric Substations or Switch Stations shall comply with the following development requirements: a. The proposed electric substation or switch station shall substantially comply with all of the development and regulatory standards established in Subchapter 24; and b. A site plan demonstrating substation compliance with all the applicable design standards identified in Subchapter 24 shall be submitted. 1032 MJTHOMAS MJT No. 512-028 August 22, 2016 Michael Bell City of Denton, City Hall West 221 North Elm Street Denton, Texas 76201 Reference: City of Denton Fire Station #4, Zoning Change Application Z16-0019 Project Narrative Dear Mr. Bell: The subject property currently consists of one vacant lot and two residential houses situated at the northeast corner of Sherman Drive and Kings Row. This property is located directly north of the existing Fire Station #4. The city has purchased these tracts in order to build a new fire station while keeping the existing one in operation until the new construction has completed. The existing tracts are zoned as NR-3 Neighborhood Residential. A fire station is classified as a "Community Service" use which is not permitted in the NR-3 zoning district. We are proposing to rezone the subject property to NRMU- 12 Neighborhood Residential Mixed Use 12 with a Mixed Use Residential Protection Overlay to restrict the use to a fire station. The separate tracts will also be re -platted as one lot. With the new development, the existing houses will be removed and we will construct a new fire station north of the existing station. The development will strive to retain the majority of the existing trees along the perimeter to help buffer the new fire station from the adjacent single family residences to the east, along with keeping the natural beauty of the site. Please see the attached "Existing Conditions" and "Proposed Conditions" plans that show the existing facility and proposed improvements to the site. We have identified the existing and proposed utilities, land uses, solid waste and drainage associated with the development. The existing site conditions for drainage indicate that a small portion of the site drains north to Sherman Drive and enters the existing storm sewer system. The remainder of the site drains south to the existing curb inlets at the intersection of Sherman Drive and Kings Row. We are proposing to construct a detention pond in the southeast corner of the site, with an outfall that will release water less than or equal to existing conditions. This detention pond will be designed to hold the 1-1/2 inch storm for not less than 24 hours, as well as reduce runoff in the major design storms. This design will drastically reduce the amount of total suspended solids leaving the site by at least 80 percent. 3973 W. Vickery Boulevard, Suite 103 P: (817)732-9839 Fort Worth, Texas 76107 F: (817)732-9841 Registration #F-9435 MJTHOMAS This project is also striving to achieve a LEED status. With this status, part of the requirements will be to reduce noise, control dust, fumes, odor, lighting and provide ample landscaping and screening to buffer adjacent residences. This development will address the consistency with the requirements of the Denton Development Code (DDC) and goals, policies and objectives of the Denton Plan. Sincerely, MJ Thomas Engineering, LLC. Brad Lehman, E.I.T. 3973 W. Vickery Boulevard, Suite 103 P: (817)732-9839 Fort Worth, Texas 76107 F: (817)732-9841 Registration #F-9435 M O T Z16-0019 Notification Map � v MANHgTTAN DONER - In Favor Neutral - Opposed 1 CAMBRIDGE VF 0 100 100 400 SITE Feet ParcelsRoads DENTON Development Services • GIS 0a•:1o,1z,M161035 ePartmental use. These are not official mapfs of the Cily of Denton and should not be used for le al, endgineerindq or surve ing purposes but rather for reference purposes. These maps an r of ai able to the public based on the Public In ormalion Act. The City of, Denton makes every effort�o pro uce an publish tie most current and accurate information possible. No warranties, expressed or use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. In order for your opinion to be counted, please complete this form and mail to: Department of Development Services Attn: Mike Bell, Project Manager 221 N. Elm Street Denton, TX 76201 You may also email or fax a copy to: Email: mike.bell@cityofdenton.com Fax: (940)349-7707 In favor of request Comments: 0 � L T Signature: —L�A V Printed Name: Mailing Address: d rd Opposed to request Project No: Z16-0019 Fire Station No. 4 Please circle one: Neutral to request 1-J\ ) a (14- ef G p 1� 2 Cif e 2 City, State Zip: 2 0 Phone Number: Ci 5 Email Address: �' V) -z o- e 2 Yn Cl- 1 Physical Address of Property within 200 feet: C 3 Q 1 �' S d Li For specific information regarding the request, please refer to the City's website (see link below) for staff s analysis. The staff analysis will be posted on October 7, 2016. htt ://wWw.cit ofdcntoti-coml ❑vc:rnl}-Ient/cit -council/Cit -council-ageiidas-minutes-videos City of Denton Planning Division/City Hall West/221 N. Elm Street, Denton, TX 76201/940.349.8541 www.cityofdenton.com 1036 Bell, Mike J From: larry crossman <lc47dtex@yahoo.com> Sent: Wednesday, October 12, 2016 11:20 AM To: Bell, Mike J Subject: Fire Station #4 rezoning Mike, I wish to express my conern that the zoning change to NRMU12 would allow the old fire station property to be rezoned in the future to the same zoning. I have no opposition to this case (the new fire station), but that the city move forward post haste in creating a new government only district. Then apply that new zoning to both properties in the near future. I am unable to attend the P&Z meeting tonight, but would like the above to be read into minutes regarding this zoning case. Sincerely, Larry Crossman 201 Buckingham Drive Denton, Texas 76209 Sanus Veneratio - Veneratio Sanus Sound the Honor - Honor the Sound 1037 1 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 37 38 39 40 41 42 43 44 45 Minutes Planning and Zoning Commission October 12, 2016 After determining that a quorum was present, the Planning and Zoning Commission of the City of Denton, Texas convened in a Work Session on Wednesday, October 12, 2016 at 5:00 p.m. in the City Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which time the following items were considered: PRESENT: Chair Jim Strange Commissioners: Devin Taylor, Larry Beck, Steve Sullivan, Andrew Rozell, Chair Jim Strange, Margie Ellis, and Gerard Hudspeth. ABSENT: None. STAFF: Shandrian Jarvis, Mike Bell, Julie Wyatt, Jo Ann Wilkerson, Hayley Zagurski, Ron Menguita, Earl Escobar, P.S. Arora, Cindy Jackson, Athenia Green, and Cathy Welborn. WORK SESSION Chair Strange called the Work Session to order at 5:05 p.m. 1. Clarification of agenda items listed on the agenda for this meeting, and discussion of issues not briefed in the written backup materials. Shandrian Jarvis, DRC Administrator, presented the announcements regarding a joint City Council and Planning and Zoning Commission Work Session for either December 13th, January 9th or January 1 Oth. Jarvis also stated there are two (2) spots for the Commissioners to attend the Texas American Planning Association conference. Ron Menguita, Long Range Planning Administrator, invited the Commissioners to the Neighborhood Empowerment Summit on Saturday, October 15, 2016. Jarvis introduced the new Planning Supervisor, Jo Ann Wilkerson. Commissioner Beck had questions regarding Consent Agenda item 3A. Beck questioned how the tract of land would receive access. Mike Bell, Senior Planner, stated there is a small road at the south east corner that follows the railroad tracks, to allow access on Country Club Road. Beck questioned if this road would be improved in the future. Bell deferred Beck's question to P.S. Arora. P. S. Arora, General Manager of Wastewater, stated the City of Denton purchased the entire tract and the road would be improved in the future. Commissioner Beck questioned if Consent Agenda item 3B is classified as residential or commercial. Bell stated that it is commercial. Item for Individual Consideration 4A, Commissioner Beck stated that he would like to nominate Commissioner Devin Taylor. Commissioner Hudspeth seconded. Chair Strange stated the vote would take place during the Regular Meeting. There were no additional nominations. 1 1038 1 Mike Bell, Senior Planner, presented Item for Individual Consideration 4B. Bell stated this went 2 before City Council on October 11, 2016 and was approved for the design plan. He stated this is 3 for a multifamily project. Commissioner Beck questioned if this one building or four units. Bell 4 stated the applicant could address this question during the Regular Meeting. 5 6 Commissioner Taylor questioned if the private road would connect to Bonnie Brae Street. Bell 7 stated Linden Drive will be a public street, however, once it connects with Heritage Trail it would 8 become a private road. Commissioner Hudspeth questioned if the Crescent Street and Linden 9 Drive extensions would be finished upon the completion of the Bonnie Brae Street expansion. Bell 10 deferred the question to Engineering. Earl Escobar, Engineering Development Review Manager, 11 stated the streets would be built before the Bonnie Brae Street expansion. Commissioner Ellis 12 questioned if these are the hard copies from the previous meeting. Bell confirmed. 13 14 Jarvis requested to skip the next two Public Hearing items 4C and 4D if there were no questions. 15 16 Mike Bell, Senior Planner, presented Public Hearing item 5C. Bell stated he provided the 17 Commissioners with two handouts. Bell stated he spoke with the Assistant Fire Chief regarding 18 what would happen to current Fire Station 4. The Assistant Fire Chief stated that it would be used 19 for storage for the Fire Department. Jarvis questioned if it would stay under control of the City. 20 Bell confirmed. Commissioner Beck questioned if the current fire station zoned is Neighborhood 21 Residential-3. Bell confirmed. 22 23 Bell stated that there are two options for rezoning. Jennifer DeCurtis, Deputy City Attorney, stated 24 City Council has already approved an overlay for mixed -use residential. Bell stated the mixed use 25 protection overlay is only allowed in the Neighborhood Residential Districts. 26 27 Julie Wyatt, Senior Planner, presented Public Hearing item 5D. Wyatt stated that she did not 28 receive any response letters. There were no questions for staff. 29 30 Julie Wyatt, Senior Planner, presented Public Hearing item 5E. Wyatt stated Robson Ranch is 31 requesting a Detailed Plan amendment that will allow for the blending of land uses. Wyatt stated 32 that this will integrate the uses. Ellis questioned if they will be increasing the total Villa units. 33 Wyatt stated that they are requesting to increase to 1200 units from 60 units. 34 35 Commissioner Sullivan referred to the Villas as a lock and leave option. Wyatt confirmed that she 36 spoke with the applicant and that they also used the term lock and leave in reference to the Villas. 37 Wyatt stated she received responses that were 22 in favor, 13 in opposition and 8 neutral. 38 39 Chair Strange called a recess from 6:03 p.m. to 6:10 p.m. 40 41 2. Work Session Reports 42 43 A. Receive a report and hold a discussion regarding current notification practices and 44 requirements for public hearings. 45 2 1039 1 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 37 38 39 40 41 42 43 44 45 with development. There was no further discussion. There was no one to speak on this item. Chair Strange closed the Public Hearing. Commissioner Larry Beck motioned, Commissioner Andrew Rozell seconded to approve this request. Motioned approved (7-0). Vice -Chair Devin Taylor "aye", Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", and Commissioner Gerard Hudspeth "aye". C. Hold a public hearing and consider making a recommendation to City Council regarding a request to rezone approximately 2.06 acres from a Neighborhood Residential 3 (NR-3) District to a Neighborhood Residential Mixed Use 12 (NRMU-12) District. The subject propelly is generally located at the northeast corner of East Sherman Drive and Kings (Z16-0019, Fire Station No. 4, Mike Bell) Chair Strange opened the Public Hearing. Mike Bell, Senior Planner, presented Public Hearing item 5C. Bell stated that this a two part request. The first part of the request is to consider a recommendation to City Council to rezone from a Neighborhood Residential-3 to a Neighborhood Residential Mixed Use. The second part the applicant is requesting a Mixed Use Residential Protection Overlay. The main concerns that were presented to Bell were what is going to happen to the existing fire station. Bell stated that he spoke with the Assistant Fire Chief and he confirmed that it would be used for storage. Other concerns were if City Council decides to sell the property in the future. Bell received one returned response in opposition and one in favor. Jennifer DeCurtis, Deputy City Attorney, provided guidance to the Commissioners regarding the overlay. The following individuals spoke during the public hearing: Evelyn Mielcarek, 2310 Royal Acres, Denton Texas. Supports this request. David Shultz, 2207 Wellington Dr., Denton Texas. Supports this request. Chair Strange read letters received for the record: Rudy Gonzalez, 1305 Kings Row, Denton Texas. Opposes this request. Bradley Lehman with MJ Thomas Engineering at 3973 W. Vickery Boulevard, Ste. 103 Fort Worth, Texas. Commissioner Hudspeth questioned if it compared to the station on McKinney Street. Bradley confirmed. There was no further discussion, Chair Strange closed the Public Hearing. Commissioner Andrew Rozell motioned, Commissioner Gerard Hudspeth seconded to approve this request. Motioned approved (7-0). Vice -Chair Devin Taylor "aye", Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", and Commissioner Gerard Hudspeth "aye". D. Hold a public hearing and consider making a recommendation to City Council regarding a request to provide an initial zoning district designation of Regional Center Commercial Neighborhood (RCC-N) District to an approximately 0.375 acre propertyy generally located 0 1040 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING A REZONING FROM A NEIGHBORHOOD RESIDENTIAL 3 (NR-3) ZONING DISTRICT AND USE CLASSIFICATION TO A NEIGHBORHOOD RESIDENTIAL MIXED USE 12 (NRMU-12) ZONING DISTRICT AND USE CLASSIFICATION AND A MIXED USE RESIDENTIAL PROTECTION OVERLAY ON AN APPROXIMATELY 2.33 ACRE PROPERTY GENERALLY LOCATED AT THE NORTHEAST CORNER OF SHERMAN DRIVE AND KINGS ROW, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (Z16-0019) WHEREAS, Michael Thomas, on behalf of the property owner, the City of Denton, has applied for a zoning change for an approximately 2.33 acres property legally described in Exhibit "A" and illustrated in Exhibit "B", attached hereto and incorporated herein by reference (hereinafter, the "Property") from an NR-3 zoning district and use classification to an NRMU-12 zoning district and use classification; and WHEREAS, in conjunction with the zoning change request, the property owner is also requesting a Mixed Use Residential Protection Overlay to restrict all uses in the proposed rezoning to only those uses permitted within the NR-3 District with the exception of Community Service, which shall remain a permitted use; and WHEREAS, Subchapter 35.5.2.4 of the Denton Development Code allows for the creation of a Mixed Use Protection Overlays in conjunction with an amendment of the underlying mixed use zoning classification where necessary to address the concerns of owners of existing adjacent residential uses regarding the incompatibilities of a proposed non-residential or multi -family mixed -use on a property; and WHEREAS, on October 12, 2016, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval (6-0) of the change in zoning district and use classification and Mixed Use Residential Protection Overlay; and WHEREAS, on November 8, 2016, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Development Code, and is consistent with the Denton Plan and the Denton Development Code; WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for a change in the zoning classification of the property with a Mixed Use Residential Protection Overlay, have determined that the proposed district and overlay are in the best interest of the health, safety, morals, and general welfare of the City of Denton, and accordingly, the City Council of the City of Denton is of the opinion and finds that 1041 said zoning change and overlay are in the public interest and should be granted as set forth herein; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. The zoning district and use classification for the Property is hereby changed from NR-2 to NRMU-12 with a Mixed Use Residential Overlay District restricting use of the property to only those uses permitted in the NR-3 District, with the exception of Community Service, which shall remain a permitted use. SECTION 3. The City's official zoning map is hereby amended to show the change in the zoning district and use classification and Mixed Use Residential Protection Overlay. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR 1042 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 1043 EXHIBIT A LEGAL DESCRIPTION BEING a 2.332 acre tract of land situated in the S. McCracken Survey, Abstract No. 817, City of Denton, Denton County, Texas, being all of a called 1.059 acre tract of land and all of a called 1.215 acre tract of land, as described in Deeds to the City of Denton, Texas, and recorded in Document No. 2016-15374 and Document No. 2015-104220 of the Official Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod with cap stamped "TNP" found for corner in the East line of Sherman Drive (F.M. Highway No. 428, a 100' wide right-of-way), said point being the most Northerly corner of the above cited 1.059 acre tract, said point also being in the West line of Cambridge Square Subdivision, per the Final Plat recorded in Volume 4, Page 38 of the Plat Records of Denton County, Texas, from which a 3/4 inch iron rod found for the most Westerly Northwest corner of said Cambridge Square Subdivision bears North 00'46'18" East a distance of 13.30 feet; THENCE South 00°46'18" West, along the West line of said Cambridge Square Subdivision, passing a 5/8 inch iron rod with cap stamped "TNP" found at the Southeast corner of said 1.059 acre tract and the Northeast corner of said 1.215 acre tract at a distance of 413.46 feet, passing a 1/2 inch iron rod found at the Southwest corner of Lot 10, Block A of said Cambridge Square Subdivision at a distance of 608.71 feet, and continuing for a total distance of 613.46 feet to an "X" cut in concrete found at the Southeast corner of said City of Denton 1.215 acre tract, said point being in the North line of King Row, a variable width right-of-way; THENCE North 89"3344" West, along the North line of said Kings Row and the South line of said City of Denton 1.215 acre tract, for a distance of 331.13 feet to a 5/8 inch iron rod v/ith cap stamped "TNP" found for corner in the East line of said Sherman Drive; THENCE North 29'03'19" East, along the East line of said Sherman Drive, passing a 5/8 inch iron rod with cap stamped "TNP" found at the Northwest corner of said 1.215 acre tract and the Southwest corner of said 1.059 acre tract at a distance of 227.83 feet, and continuing for a total distance of 698,82 feet to the POINT OF BEGINNING, and containing 2.332 acres of land, more or less. 1044 EXHIBIT B Z16-0019 Site Location ML mama � ��71� � � � r�►�1 �® Will PRO 4 OVA 1 l err rrrra�► ��, j - - - �-- . � r����� � _ rrrrrrrq SITE Feel s lv Q Parcels , f DENTON Roads 4 0 o..wev.wr �ww • as °+. sarneb �M,�ry M°nM n 1�aam IaE mlanpl T nn 1 sof llu na ahoulan IMnave �gl el ee syry xsbut ralM1rc br Me mfe rp°ae T ma a fe me ° owl aliaXe4rc�ar"w10i9sa�'%Rtli°gdeetn"I�eieili�va'PabalRat'6e`"bMfa�pa°°�°�"Pl�a�`r'�cl"IanY�rm�u��°u�iwi�a7Ari�8enro�ma9ac ei�le�'gif�nlY 8ieeinpuuoinn't%e°il�wsir"�r�a�ca�oaccuiale�n{ormatPonvoeFaDlalifowaliantin.exgrcisary 1045 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: AESA16-0002a, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ACM: Jon Fortune DATE: November 8, 2016 SUBJECT Hold a public hearing and consider a request for an Alternative Environmentally Sensitive Area Plan for the Ryan Meadows Addition, Phase 2. The approximately 37.35 acre subject property is generally located on the south side of Ryan Road, approximately 2,000 feet east of Country Club Road. The Planning and Zoning Commission recommends approval with conditions (6-0). BACKGROUND Ryan Meadows is a proposed single-family subdivision located on a total of approximately 75 acres on the south side of Ryan Road, to the west and south of Wayne Stuart Ryan Elementary School. As part of the platting of Ryan Meadows, the applicant is required to extend Creekdale Drive, a collector street with 65 feet of right-of-way, to the southern boundary of the property. The conceptual alignment of Creekdale Drive was established by the City of Denton Mobility Plan to serve as an east -west Collector Street running parallel to Ryan Road and Hickory Creek Road, between Teasley Lane (FM 2181) and the Kansas City Southern Railroad. Before intersecting with the railroad, the western portion of the alignment curves north towards Ryan Road, bisecting the subject property. The proposed Creekdale alignment, however, encroaches into Environmentally Sensitive Areas (ESA) in Phase 2 of Ryan Meadows. Encroachment into these areas, even for a street required by the City of Denton Mobility Plan, is not exempt from the ESA regulations in Subchapter 17 of the Denton Development Code (DDC) and requires approval of an Alternative ESA Plan by the City Council. The applicant was informed during review of the Preliminary Plat of Ryan Meadows that an Alternative ESA would be required prior to approval of a Final Plat for Phase 2. The Final Plat for Phase 1 was allowed to move forward for approval in August of 2015, as it included no ESA encroachment. A field assessment conducted in 2014 confirmed the presence of the following ESA's in Phase 2 of Ryan Meadows: Riparian Buffer - The field assessment scored the Riparian Buffer as being of fair quality with vegetation extending approximately 200 feet across the channel; though only the internal 100 feet of vegetation is protected under the ESA regulations. Varieties of elms, hackberry, and pecan were identified as the main tree species present. Undeveloped Floodplain - The Undeveloped Floodplain is narrow, mostly nested inside the Riparian buffer. Dominant plant species include Hackberry, Cedar elm, American elm, Virginia creeper, poison City of Denton Page 1 of 3 Printed on 7/2/2021 powered by Legista 1046 File #: AESA16-0002a, Version: 1 ivy, and greenbriar. • Water -Related - The Water -related habitat is an inline pond between riparian buffers. Dominant plant species include black willow, cottonwood, swamp smartweed, ragweed, and hedge parsley. The fill and regrading necessary for the extension of Creekdale Drive would encroach into all three types of protected areas. The total area to be impacted would be approximately 0.45 acres; 0.36 acres of Undeveloped Floodplain, 0.39 acres of Riparian Buffer, and 0.07 acres of Water -related Habitat. Potential mitigation for the encroachment into the ESA areas is limited, as a Conditional Letter of Map Revision (CLOMR) has been approved by FEMA for the floodplain. Any planting of new trees within areas covered by the CLOMR would cause the parameters approved on the CLOMR to be invalid, forcing the applicant to apply for a new CLOMR. For that reason, the applicant proposes to mitigate the encroachment of Creekdale Drive by the planting of 25, 3-inch caliper trees along the outer edges of the floodplain resulting in a wider buffer than what would be protected under the current ESA regulations. The applicant also offers as mitigation revegetating all disturbed areas with native vegetation. OPTIONS l . Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommends approval of this request (6-0), subject to the following conditions: 1. The total disturbed area shall not exceed 0.45 acres and areas to be disturbed shall be consistent with the Alternative ESA Plan. 2. Twenty-five trees, of three inches diameter at planting, must be planted to mitigate for the removal of the ESA's. Location for the tree planting should be consistent with the Alternative ESA Plan. 3. All disturbed areas shall be re -vegetated using native plants. The Development Review Committee recommends approval of this request, subject to the conditions above. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On October 26, 2016, the Planning and Zoning Commission recommended approval of the Alternative ESA Plan (6-0), subject to conditions. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: City of Denton Page 2 of 3 Printed on 7/2/2021 powered by Legista 1047 File #: AESA16-0002a, Version: 1 Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention FXN1RiTC 1. Staff Analysis 2. Location Map 3. Mobility Plan & ESA Map - Regional Scale 4. Mobility Plan & ESA Map - Subject Property 5. Alternative ESA Plan 6. Ryan Meadows Phasing Plan 7. Applicant Narrative 8. Notification Map & Responses 9. P&Z Minutes 10. Draft Ordinance Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Michael J. Bell Senior Planner City of Denton Page 3 of 3 Printed on 7/2/2021 powered by Legista 1048 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,%Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: AESA16-0002, Version: 1 Planning Report AESA16-0002/Ryan Meadows Phase 2 City Council District 4 Planning & Zoning Commission October 26, 2016 REQUEST: Hold a public hearing and consider making a recommendation to City Council regarding a request for an Alternative Environmentally Sensitive Area for the Ryan Meadows Addition, Phase 2. The approximately 37.35 acre subject property is generally located on the south side of Ryan Road, approximately 2,000 feet east of Country Club Road. (AESA16-0002, Ryan Meadows Phase 2, Mike Bell) OWNER/APPLICANT: DR Horton, Inc. BACKGROUND: Ryan Meadows is a proposed single-family subdivision located on a total of approximately 75 acres on the south side of Ryan Road, to the west and south of Wayne Stuart Ryan Elementary School. A Final Plat for Phase 1 of the development (FP14-0008) was approved by the Planning and Zoning Commission on August 5', 2015. As part of the platting of Phase 2 (FP 16-0010), the applicant is required to extend Creekdale Drive, a collector street with 65 feet of right-of-way, to the southern boundary of the property. The conceptual alignment of Creekdale Drive was established by the City of Denton Mobility Plan to serve as an east -west Collector Street running parallel to Ryan Road and Hickory Creek Road, between Teasley Lane (FM 2181) and the Kansas City Southern Railroad. Before intersecting with the railroad, the western portion of the alignment curves north to Ryan Road, bisecting the subject property. The proposed Creekdale alignment, however, encroaches into Environmentally Sensitive Areas (ESA) in the southern portion of Ryan Meadows. Encroachment into these areas, even for a street required by the City of Denton Mobility Plan, is not exempt from the ESA regulations in Subchapter 17 of the Denton Development Code (DDC) and requires approval of an Alternative ESA Plan by the City Council. A field assessment conducted in 2014 confirmed the presence of the following ESA's on the southern portion of Ryan Meadows: • Riparian Buffer - The field assessment scored the Riparian Buffer as being of fair quality with vegetation extending approximately 200 feet across the channel; though only the internal 100 feet of vegetation is protected under the ESA regulations. Varieties of elms, hackberry, and pecan were identified as the main tree species present. • Undeveloped Floodplain - The Undeveloped Floodplain is narrow, mostly nested inside the Riparian buffer. Dominant plant species include Hackberry, Cedar elm, American elm, Virginia creeper, poison ivy, and greenbriar. City of Denton Page 1 of 3 Printed on 10/21/2016 powered by Legista 1049 File #: AESA16-0002, Version: 1 • Water -Related - The Water -related habitat is an inline pond between riparian buffers. Dominant plant species include black willow, cottonwood, swamp smartweed, ragweed, and hedge parsley. The fill and regrading necessary for the extension of Creekdale Drive would encroach into all three types of protected areas. The total area to be impacted would be approximately 0.45 acres; 0.36 acres of Undeveloped Floodplain, 0.39 acres of Riparian Buffer, and 0.07 acres of Water -related Habitat. Potential mitigation for the encroachment into the ESA areas is limited, as a Conditional Letter of Map Revision (CLOMR) has been approved by FEMA for the floodplain. Any planting of new trees within areas covered by the CLOMR would cause the parameters approved on the CLOMR to be invalid, forcing the applicant to apply for a new CLOMR. For that reason, the applicant proposes to mitigate the encroachment of Creekdale Drive by the planting of 25, 3-inch caliper trees along the outer edges of the floodplain resulting in a wider buffer than what would be protected under the current ESA regulations. The applicant also offers as mitigation revegetating all disturbed areas with native vegetation. CONSIDERATIONS: 1. The applicant is proposing to disturb approximately 0.45 acres of ESA within the Ryan Meadows subdivision for the purposes of extending a collector street required by the City of Denton Mobility Plan. As mitigation, the applicant will plant 25 trees and re -vegetate the disturbed areas using native plants. 2. The proposed disturbance will have no negative impact on surrounding properties. 3. The Environmental Services Division has reviewed the proposed Alternative ESA Plan and recommends approval of the request with conditions regarding the total disturbance acreage allowed and the type of mitigation permitted. STAFF RECOMMENDATION: Staff recommends approval of the request, subject to the following conditions: 1. The total disturbed area shall not exceed 0.45 acres and areas to be disturbed shall be consistent with the Alternative ESA Plan. 2. Twenty-five trees, of three inches diameter at planting, must be planted to mitigate for the removal of the ESA's. Location for the tree planting should be consistent with the Alternative ESA Plan. 3. All disturbed areas shall be re -vegetated using native plants. OPTIONS: 1. Recommend approval as submitted. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Table the item. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, seven notices were sent to property owners within 200 feet of the subject property, four courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and signs were placed on the property. The applicant elected not to hold a neighborhood meeting. PROJECT TIMELINE: Application Received: July 5, 2016 City of Denton Page 2 of 3 Printed on 10/21/2016 powered by Legista 1050 File #: AESA16-0002, Version: 1 I" Submittal Sent to DRC Members: July 7, 2016 Comments Released to Applicant: July 21, 2016 Business Days under DRC Review: 10 Business Day out to Applicant: 0 Total Business Days: 10 EXHIBITS: • Location Map • Ryan Meadows Phasing Plan • Mobility Plan & ESA Map - Regional Scale • Mobility Plan & ESA - Subject Property • Alternative ESA Plan • Applicant Narrative • Notification Map & Responses Respectfully submitted: Shandrian Jarvis, AICP Development Review Committee Administrator Prepared by: Michael J. Bell Senior Planner City of Denton Page 3 of 3 Printed on 10/21/2016 powered by Legista 1051 AESA16-0002 Site Location S N 0 205 410 820 SITE Feet W F., S a Parcels OF ° DENTON Roads Development Services • GIS Dale: 10/14/M16 1052 The Cit of Denton has re ared ma s for de artmental use. These are not official ma s of the Cil of Denton and should not be used for le al en ineerin or surve in ur oses but rather for reference ur oses. These ma s an r of the Cit yof Denton and fPiave been made avaiPable to the public based on the Public Inpformalion Act. The City of, Denton makes every effortgo produce and publish tie most current and accurate information possible. No warranties, expressed or impliedY are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. AESA16-0002 Mobility Plan & ESA Map a n.1,L ,*., ik.�,@ 4_1 A EltiEl kv C "N • ... ........ n0000n Fam- J VaLk Nm- P AM U 'N 0 0❑ NEEL- Undeveloped Floodplain ESA Ir io, L1 -4 Riparian Buffer ESA Water Related E ref' him .P% Li HICKORY CREEK ROAD gr LJ f CIL- Li L 0, F-1 F-1 F-1 F-1 F-1e On Llo 00 El El El El F1 Ll El El 0. El 01 00001 103 Primary Major Arterial 111 Secondary Major Arterial 452 Collector w DENTON -1. A.. 1h. Planning Department - GIS DENTC105 3 ROYAL OgK�S� A m RYAN ROAD ■.■.■.■...........................■.■.■.■.■.■.■.■.■.■........................... .....RYAN ...■ s 0 11 1 1 ' 1 I I / / / 1 l / I I / I I '\I .� \ or- � � _ �—— ____ -------------------- — �\ /— r. _ _ / — � X ------- -- -----——— —--—— — — — — —— \�\ ----- ` IIII IIII IIIII I I I r / II I IIII I I \ I f � I +�� ,..�- � -.-. ,. .�,,,- �''��* , r � �i, • �• � �* I III III IIII ! I I I I II III I \ I � IIII IlllGllll11111 .. \ _+ ., ., - � f � I I I III 1 I I I I I � \ I � /ii \ \ _ .� . r • � . / / IIIIIIIIIIIII 1 I II II II I \ � � I I I � \ I `� / //// �/J�\ \ 1 \ ►�.w , . . . T, ,� :� / IIIIIIIIIIIII I I IIIIIII� � LICI I�► �`� \I \\� — /��� � \ � .. •, '� . � WATER `-- / IIIIIIIIIIIII I IIIIIIIII/\ .' ,III I 1 ���✓��j1= —� ;��\\\\ �_, I \ \ � ._ � �-'r�• _ t - I RELATED A / II I IIIIII I IIII � � 1 �(141(��\ / I I I I I I I IIII I I IIIIII Il `:. \ I 1 / / / / l I I l( \� \�)I 11J111 1111�111 / /\ \ \ \ I I I \ - ) \ \ \ � � l I \ \\\ \ /l/l l IIII \� �\ \ \ \ ` ,;4 � -,r�: •�„ RIPARIAN BUFFER ESA - \\� I I I l I of t UNDEVELOPED FLOODPLAIN 01 or + 1 R f �. ESAIMPACTSTOTAL IMPACTED1 _ - 41L zr4oloto 1 I ' � sue`, I ' loe O loe loe -��—L--- 13 1 11 10 9 1 14 — — I 88 1 �I 15 87 91 I I gp I � 92 — I I / 16 I I 86 89 1 / 93 94 — 89 85 I 90 — I I ' I 33 32 31 30 29 28 17 95 � 1 1 88 34 27 I I 84 91 96 i I 1 _ 18 I I 97 141 I ( 1 87 98 � \ I 35 _ — 26 19 83 I 92 / 86 I I / 99 / 140 I I 45 46 1 82 93 100 119 1 1 85 36 I I 25 20 , 139 1 1 i 44 47 I I 24 21 81 94 I / 120 1 I I I 37 1 84 118 138 I 43 48 / 80 1 95 1 I 38 I 23 22 I 121 1 1 137 1 1 1 83 49 / 102 117 I I 42 — — _- I I I I I 1 I I 1 I I 4 3 2 O 8 7 6 5 I I — — — — — — 119 I I 1 118 1 I 1 1 LL— 117< I I Z7 1 116 X� I I > .� 115 I 1 114 1 'I� I •# IRV I 113 I 112 — I I 122 I 136 1 I I 82 39 — — —CREEKDALE DRIVE 103 I 116 _ I I I \ 1 — 1 123 135 I I I 1 40 50 79 I OP %- I I 10 I 15 — I I I 11 I I 12 1 1 -4' ' -to 134 1 1105 1 I 1114 I I 41 1 p 51 1 I 78 125 I I I 79 \ 133 12 I I 1061 113 I 9 52 77 I i 126 I 1 132 I I 78 1 107 112 1 1 I 13 53 I 1 76 131 127 I I I � 8 10 1 11 I I 1 77 / �4 7 54 75 I 12 I 1 • 1 110 130 12 /lb 15 1 1 6 1 74 16 5 / /2 1 73 — — 109 ❑ WAYN E STUART RYAN ELEMENTARY SCHOOL 4 55 1 I 72 25 24 23 22 21 20 19 18 1i 1 3 56 71 70 -* 142 d I r,dF1 #�„ i 143 1 I r- 40 50 49 48 47 46 45 44 1 1 1 _ • .d' I 76 57 69 75 1 I 58 1 68 1 74 59 67 73 60 i 1 66 72 FF1 7104 1 102 I 105 1 1 101 106 100 I 107 1 I 99 I 108 98 109 1 97 110 1 E96 :lljl 61 I 65 51 II 63 64 65 66 67 68 69 70 71 62 1 1 64 I I I 52 53 54 55 56 57 58 59 60 1 I 1 61 62 I 63 1— — — --- _ -— I 9 • 4 L rr 40 Ryan Meadows Phasing CITY OF DENTON, DENTON COUNTY, TEXAS January 27, 2015 T m'm N "12 L m 0 100, 200' GRAPHIC SCALE 100' LOT COUNT . .., — .. . PHASE 2: 141 + 2 TOTAL: 262 i orn 5750 Genesis Court Suite 200 Frisco, Texas 75034 972-335-3580 State of Texas Registration No. F-928 DWG NAME K:\FRI_CIVIL\068517076-RYAN MEADOWS\DWG\EXHIBITS\PHASING.DWG LAST SAVED 1/27/2015 5:21 PM NOTE: THIS PLAN IS CONCEPTUAL IN NATURE AND HAS BEEN PRODUCED WITHOUT THE BENEFIT OF A SURVEY, TOPOGRAPHY, UTILITIES CT WITH THE CITY, ETC. 1056 Kimley»>Horn June 15, 2016 Ms. Deborah Viera City of Denton 221 N Elm Street Denton, TX 76201 RE: ESA16-0007 Alternative ESA Plan for Ryan Meadows Denton, Texas To Whom It May Concern: We are submitting this Alternative Environmentally Sensitive Area Plan for Ryan Meadows to propose alternate mitigation for the impacts to the existing ESA as approved as part of ESA14-0008. The exhibit included in this submittal shows the proposed features of the alternative plan. The proposed Creekdale Drive extension, as required by the City Mobility Plan, as part of the Ryan Meadows development will impact a total of 0.47 acres of the total 5.17 acres of ESA currently on the site. Table 1 shows the impacts to each ESA type on the site. The areas shown in Table 1 are total area for each ESA type and does not account for overlap of the areas. Table 1: ESA Impacts by Type ESA Type Existing Area Area Impacted Water Related 0.22 Ac. 0.07 Ac. Riparian Buffer 3.36 Ac. 0.41 Ac. Undeveloped Floodplain 4.69 Ac. 0.38 Ac. Because this area is located within a floodplain and is subject to the previously approved CLOMR, we propose to mitigate these impacts through tree plantings outside of the floodplain area. Any tree plantings within the floodplain would cause a revision to the CLOMR requiring reapproval by FEMA. Therefore, we propose planting twenty-five (25) three-inch (3") caliper trees in the open spaces surrounding the ESA, thereby increasing the vegetated area, as shown on the Alternative ESA Plan. The disturbed areas are limited to only what is shown on the Alternative ESA Plan and all areas within these impacts will be restored with native vegetation. There will be no tree removal or areas of disturbance outside of the impact areas shown. Please contact me at (972) 335-3580 or thomas.fletcher(a)kimley-horn.com should you have any questions. Sincerely, Thomas L. Fletcher, P.E. Associate K:\FRI_Civil\068517076-Ryan Meadows\Submittals\11 - Alternative ESA Submittal\Supporting Documents\Alt ESA Report.doc 1057 AESA16-0002 Notification Map SITE Parcels Roads I 200ft Buffer 00ft Buffer �TiHISTiLE RIDGE MATTH EW J J_ 2 LU -- J H w F J CREEKDALE MR FA %FY 0 205 410 820 et of DENTON Development Services • GIS Dale: 10/14/Nli6 1058 a artmental use. These are not official mapfs of the City of Denton and should not be used for le al, andgineering or surve ing purposes but rather for reference purposes. These maps an r of ai able to the public based on the Public In ormalion Act. The City of, Denton makes every effort�o pro uce an publish tie most current and accurate information possible. No warranties, expressed or use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. 1 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 37 38 39 40 41 42 43 44 45 46 Minutes Planning and Zoning Commission October 26, 2016 After determining that a quorum was present, the Planning and Zoning Commission of the City of Denton, Texas convened in a Work Session on Wednesday, October 26, 2016 at 4:30 p.m. in the City Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which time the following items were considered: Present: Chair Strange, Commissioners: Gerard Hudspeth, Larry Beck, Andrew Rozell, Margie Ellis, and Steve Sullivan. Absent: Vice Chair Devon Taylor. Staff: Cathy Welborn, Athenia Green, Munal Mauladad, Mike Bell, Julie Wyatt, Ron Menguita, Muzaib Riaz, Jennifer DeCurtis, Earl Escobar, Debra Viera and Cindy Jackson. WORK SESSION Chair Strange called the Work Session to order at 4:35 p.m. 1. Clarification of agenda items listed on the agenda for this meeting, and discussion of issues not briefed in the written backup materials. Munal Mauladad, Director of Development Services, requested that the two public hearing items will be heard out of order due to the anticipation of a large public turnout. Julie Wyatt, Senior Planner, presented Consent Agenda item 3A. Commissioners had no questions on this item. Mike Bell, Senior Planner, answered question for Commissioner Beck about Consent Agenda item 3B on if it has been established that it is going to be a multifamily dwelling. Bell stated that is what the applicant has expressed. Mike Bell, Senior Planner, presented Public Hearing item 4B to consider making a recommendation to City Council regarding an Alternative Environmentally Sensitive Area (ESA) Plan for Ryan Meadows. Bell stated there are three Environmentally Sensitive Areas, an Undeveloped Floodplain, Riparian Buffer, and Water Related ESA. The Mobility Plan for Creekdale Drive cuts straight through the ESA areas. There were no responses received in opposition or in favor. Staff recommends approval if the following conditions are met 1. The total disturbed area shall not exceed 0.45 acres and areas to be disturbed shall be consistent with the Alternative ESA Plan.2. Twenty-five trees, of three inches diameter at planting, must be planted to mitigate for the removal of the ESA's. Location for the tree planting should be consistent with the Alternative ESA Plan. 3. All disturbed areas shall be re -vegetated using native plants. Commissioner Rozell questioned the condition of the Riparian Buffer. Bell deferred question to Deborah Viera, Environmental Compliance Coordinator. Viera stated the buffer was inspected in 1 1059 1 2014. Rozell also questioned if there was any sign of water flow. Viera stated when she inspected 2 the site there was stagnant water; however this area is interment so it only has water flow during 3 certain times of the year. Commissioner Rozell questioned if lots 142 and 143 is considered single- 4 family residential lots. Bell stated those areas are Home Owner's Association (HOA) maintenance 5 areas. 7 Commissioner Sullivan questioned how much water would be draining into this flood plain. Earl 8 Escobar, Engineering Development Review Manager, stated the plan is to realign Hickory Creek 9 Road. Chair Strange questioned when a roadway has to go through the Environmentally Sensitive 10 Area (ESA) why does the developer have to come in and mitigate. Bell stated the Denton 11 Development Code has nothing that exempts those requirements. 12 13 Ron Menguita, Long Range Planning Administrator, presented Public Hearing item 4A to amend 14 the Overlay District to create a new subarea. The five story mixed use development will go where 15 Voertman's book store and the Subway Restaurant are located. The applicant withdrew the first 16 submission Z15-0029 in January of 2016. They then reapplied on April 8, 2016 with the only 17 change being an additional 36 parking spaces. 18 19 Commissioner Beck questioned if the actual building will be six stories. Menguita confirmed that 20 the sixth story would be with the garage included. Chair Strange questioned when subarea A and 21 B were put into place. Menguita stated Subarea A was in 2000 and Subarea B was in 2010. 22 23 Commissioner Hudspeth arrived at 5:09 PM 24 25 Commissioner Beck questioned the size of the roll out trash cans. Escobar stated that they are 26 about 2 cubic yards. Chair Strange questioned why it doesn't follow the 2030 plan. Menguita stated 27 it is due to the compatibility of the area. Menguita stated staff is recommending denial of this 28 request for the following reasons: The proposed amendment and associated development standards 29 are not consistent with the Denton Plan 2030; the creation of a new subarea to accommodate a new 30 development would further compromise the effectiveness of the existing Overlay District. The 31 proposed development's height and density are not compatible with the surrounding area; the 32 proposed development standards for subarea C are inconsistent with the proposed site plan 33 submitted; Solid Waste requirement regarding location of containers is still pending; and a 34 boundary agreement with the neighboring property to the west has not been obtained. 35 36 Commissioner Ellis questioned what the difference between the two proposals. Menguita stated 37 the difference is the 36 parking spaces. 38 39 Chair Strange called a recess from 5:33 p.m. to 5:40 p.m. 40 41 2. Work Session Reports 42 43 A. Receive a report and hold a discussion regarding current notification practices and requirements 44 for public hearings. (Cindy Jackson and Ron Menguita) 45 Cindy Jackson, Senior Planner, presented the public notification process. Jackson stated this is a 46 follow up from all the feedback that was given from the previous meeting regarding this item. 2 1060 I Commissioner Beck questioned if a property owner could receive two notices. Jackson 2 confirmed. Jackson stated staff will be moving this forward to City Council. Beck questioned if 3 staff was able to provide a self-addressed and stamped envelope in with the notice. Jackson 4 stated the mailing company that staff uses is unable to comply with that request at this time. 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 37 38 39 40 41 42 43 44 45 46 Commissioner Rozell suggested using Facebook to advertise public hearings and for staff to research the response rate to postcards. Commissioner Beck requested for the Public Hearing signage to be placed on site earlier than the current process. Chair Strange adjourned the Work Session at 6:07 p.m. REGULAR MEETING Chair Strange called the Regular Meeting to order at 6:32 p.m. 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag 2. CONSIDER APPROVAL OF THE PLANNING AND ZONING COMMISSION MINUTES FOR: A. October 12, 2016 Commissioner Andrew Rozell motioned, Commissioner Larry Beck seconded to approve the October 12, 2016, meeting minutes. Motion approved (6-0). Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", and Commissioner Gerard Hudspeth "aye". 3. CONSENT AGENDA A. Consider a Preliminary Plat for Lots 1-8 of the Ranch View Surgical Hospital Addition. The approximately I I acre site is generally located at the northeast corner of I-35W and Crawford Road in the Elizano Pizano Survey, Abstract No. 994, City of Denton, Denton County (PP 16-0008, Ranch View Specialty Hospital, Julie W B. Consider a Preliminary Plat of Lot 1, Block A of the Eagle Heights Addition. The approximately 1.63 acre property is generally located at the southeast corner of South Locust Street and East Eagle Drive, within the Alexander Hill Survey, Abstract No. 623, in the City of Denton, Denton County, Texas. (PP16-0012, Eagles Heights Addition, Mike Bell) Commissioner Larry Beck motioned, Commissioner Gerard Hudspeth seconded to approve the Consent Agenda items. Motion approved (6-0) Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", and Commissioner Gerard Hudspeth "aye". 4. PUBLIC HEARINGS Chair Strange moved Public Hearing item 4B to the beginning of the Public Hearing items. 3 1061 2 A. Hold a public hearing and consider making a recommendation to City Council regarding 3 amending Subchapter 35.7.5, the Fry Street Overlay District, to create a new subarea and 4 development standards for a mixed use development on approximately 1.75 acres, generally 5 located north of Hickory Street, south of Oak Street, approximately 200 feet east of Avenue B and 6 approximately 125 feet west of Fry Street. (Z16-0007, Fry Street overlay District Amendment, 7 Ron Menguita) 8 9 Chair Strange opened the Public Hearing. 10 11 Ron Menguita, Long Range Planning Administrator, presented Public hearing item 4A. Jennifer 12 DeCurtis, Deputy City Attorney, stopped Menguita to allow Commissioner Sullivan to recuse 13 himself from this item due to a conflict. Staff recommends denial for the following reasons: The 14 proposed amendment and associated development standards are not consistent with the Denton 15 Plan 2030; the creation of a new subarea to accommodate a new development would further 16 compromise the effectiveness of the existing Overlay District. The proposed development's height 17 and density are not compatible with the surrounding area; the proposed development standards for 18 subarea C are inconsistent with the proposed site plan submitted; Solid Waste requirement 19 regarding location of containers is still pending; and a boundary agreement with the neighboring 20 property to the west has not been obtained. 21 22 Rob Baldwin, with Baldwin Associate at 3404 Elm Street #B Dallas, Texas, stated they brought 23 this request before this Commission again, since they were able to secure additional parking 24 spaces. The building height is the same as submitted in January. The two items that are really 25 outstanding are solid waste and the five foot boundary agreement. 26 27 Commissioner Beck questioned Baldwin on what made the applicant think they would approved 28 now. Baldwin stated that they believe that it is a project that makes sense for this area. 29 30 Applicant, Rodney King with EDR at 999 Shady Grove Road Ste. 600, Memphis, Tennessee 31 presented a presentation regarding this item. King identified the proposed area that will be used 32 for employee parking. Commissioner Beck questioned what is driving the height. King stated it 33 has to do with density and economical. Commissioner Rozell questioned how many purposed 34 parking spaces are in the plan. King confirmed 260 spaces. Commissioner Rozell questioned the 35 9 parking spaces to the east. King stated those technically belong to this site; however, they are 36 being used by an adjacent property owner. Commissioner Hudspeth questioned what controls they 37 will have over the leasing process. King stated that they would be required to follow the housing 38 laws and that they cannot discriminate on who lives with who. Commissioner Ellis questioned the 39 parking that is located on Bryan Street. King stated those spaces are currently used for Voertman's 40 employee parking and where the owner of Voertman's leases spots to the public. 41 42 The following individuals spoke during the Public Hearing: 43 • Donna Morris, 918 W. Oak Street, Denton, Texas. Opposed this request. 44 • Kim McKibben, 1306 W. Hickory Street, Denton, Texas. Opposed this request. 45 • Mary Anderson, 924 W Oak Street, Denton, Texas. Opposed this request. 4 1062 1 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 37 38 39 40 41 42 43 44 45 46 • Kale Ward, 1314 W. Hickory Street, Denton, Texas. Spoke on behalf of Brent Erskin, owner of Voertman's. Supports this Request • Randy Hunt, 722 W. Oak Street, Denton, Texas. Opposed this request. • Erin Knight, 1314 W. Hickory Street, Denton, Texas. Supports this request. • Anna Pechening, 224 Fry Street Apt. 13, Denton, Texas. Opposed this request. • Jay West 2606 Shelby Avenue Apt.103, Dallas, Texas. Supports this request. • Patrice Lyke, 1109 Egan Street, Denton, Texas. Opposed this request. • Erin Piper, 1006 W Hickory Street, Denton, Texas. Oppose this request. The following individuals did not wish to speak: • Laurie Weller, 2297 Wood Hollow Rd, Denton, Texas. Opposed this request. • Jennifer Lane, 1526 Willow Wood Street, Denton, Texas. Opposed this request. • Kathleen Barnett, 607 Pearl Street, Denton, Texas. Opposed this request. • William Barnett, 607 Pearl Street, Denton, Texas. Opposed this request. Chair Strange closed the Public Hearing. DeCurtis clarified the Commissioner that recused himself was Mr. Steve Sullivan, due to his wife having an interest of business with the seller of the property. Commissioner Beck commented that he agrees Denton needs more student housing, but not at this spot. Chair Strange stated he is against the denial and that if there is a change by a couple of feet for this project or any other project could be built without anyone's approval. Commissioner Larry Beck motioned, Commissioner Margie Ellis seconded to deny this request. Motion carried (4-1) Commissioner Larry Beck "aye", Commissioner Andrew Rozell "aye Commissioner Margie Ellis "aye", and Commissioner Gerard Hudspeth "aye". Chair Jim Strange "nay". B. Hold a public hearing and consider making a recommendation to City Council regarding a request for an Alternative Environmentally Sensitive Area for the Ryan Meadows Addition, Phase 2. The approximately 37.35 acre subject property is generally located on the south side of Lkyan Road, approximately 2,000 feet east of Country Club Road. (AESA 16-0002, Ryan Meadows Phase 2, Mike Bell) This item was heard before Public Hearing item 4A. Chair Strange opened the Public Hearing. Applicant, Thomas Fletcher, 5750 Genesis Court Suite 200, Frisco, Texas, stated he is the engineer for this item. Chair Strange questioned how much time and cost they have spent complying with Environmentally Sensitive Area (ESA) mobility plan. Fletcher stated with the 25 trees that are going to be planted between 12 to 15 thousand dollars. Fletcher also stated with the road that is required by the City potentially an additional 10 to 15 thousand dollars. Commissioner Hudspeth stated he would like to motion approval of this item based on staff s conditions: 1.The total disturbed area shall not exceed 0.45 acres and areas to be disturbed shall be consistent with the Alternative ESA Plan. 2. Twenty-five trees, of three inches diameter at planting, must be planted to mitigate for the removal of the ESA's. Location for the tree planting 5 1063 should be consistent with the Alternative ESA Plan. 3. All disturbed areas shall be re -vegetated using native plants. 4 Commissioner Gerard Hudspeth motioned, Commissioner Larry Beck seconded to approve this 5 request based on staff s conditions as follows: 1.The total disturbed area shall not exceed 0.45 6 acres and areas to be disturbed shall be consistent with the Alternative ESA Plan. 2. Twenty-five 7 trees, of three inches diameter at planting, must be planted to mitigate for the removal of the ESA's. 8 Location for the tree planting should be consistent with the Alternative ESA Plan. 3. All disturbed 9 areas shall be re -vegetated using native plants.. Motion approved (6-0) Commissioner Larry Beck 10 "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim 11 Strange "aye", Commissioner Margie Ellis "aye", and Commissioner Gerard Hudspeth "aye". 12 13 Commissioner Sullivan returned to the Regular Meeting. 14 15 5. PLANNING & ZONING COMMISSION PROJECT MATRIX 16 17 Commissioner Rozell thanked staff for getting minutes back in a timely manner. Commissioner 18 Rozell stated he would like to have discussion regarding Environmentally Sensitive Areas (ESA). 19 Chair Strange stated he would like to have staff take a look at the ESA and what is required for the 20 Mobility plan. There was no further discussion. 21 22 Chair Strange adjourned the Regular Meeting at 9:03 p.m. 0 1064 SALegal\Our Documents\Ordinances\16\AESA16-0002 Ordinance.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING AN ALTERNATIVE ENVIRONMENTALLY SENSITIVE AREA (ESA) PLAN FOR RYAN MEADOWS PHASE 2, BEING APPROXIMATELY 37.35 ACRES OF LAND GENERALLY LOCATED ON THE SOUTH SIDE OF RYAN ROAD, APPROXIMATELY 2,000 FEET EAST OF COUNTRY CLUB ROAD, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (AESA16-0002) WHEREAS, Thomas Fletcher, on behalf of the property owner, DR Horton, Inc., has applied for an Alternative ESA Plan for Ryan Meadows Phase 2, an approximately 37.35 acre property legally described in Exhibit "A" and illustrated in Exhibit "B," attached hereto and incorporated herein by reference (hereinafter, the "Property"); and WHEREAS, the purpose of the Alternative ESA Plan, attached as Exhibit "C," is to mitigate encroachment by Creekdale Drive, a Collector Street required by the City of Denton Mobility Plan, into portions of the Undeveloped Floodplain ESA, Riparian Buffer ESA, and Water -Related Habitat ESA's on the Property as conceptually illustrated in Exhibit "D," in exchange for the planting of a total of twenty-five three-inch trees adjacent to the areas of ESA encroachment; and WHEREAS, on October 26, 2016, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval (6-0) of the Alternative ESA Plan; and WHEREAS, on November 8, 2016, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Development Code, and is consistent with the Denton Plan and the Denton Development Code; WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for an Alternative ESA Plan for the property, have determined that the proposed district is in the best interest of the health, safety, morals, and general welfare of the City of Denton, and accordingly, the City Council of the City of Denton is of the opinion and finds that said zoning change is in the public interest and should be granted as set forth herein; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. 1065 SECTION 2. The Alternative ESA Plan attached as Exhibit "C" is hereby approved, subject to the following conditions: 1. The total disturbed area shall not exceed 0.45 acres and areas to be disturbed shall be consistent with the Alternative ESA Plan. 2. Twenty-five trees, of three inches diameter at planting, must be planted to mitigate for the removal of the ESA's. 3. Location for the tree planting should be consistent with the Alternative ESA Plan. All disturbed areas shall be re -vegetated using native plants. SECTION 3. The City's official ESA map is hereby amended to show the change in the ESA designation and classification. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of 32016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY Kul 1066 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 1067 EXHIBIT A LEGAL DESCRIPTION BEING a tract of land situated in the James W. Withers Survey, Abstract No. 1343, City of Denton, Denton County, Texas, and being a portion of a called 58.7 acre tract described in the deed to H.M. Pitner and wife, Marjorie Pitner, recorded in Volume 356, Page 497, Official Records of Denton County, Texas, and a portion of a called 20.406 acre tract of land described in the deed to Kelsoe & Riley, LLC, recorded in instrument No. 2006-102638, said Official Records, and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner on the easterly line of said 58.7 acre tract and on the westerly line of a called 52.486 acre tract of land described in the deed to Phoebe Ryan Higginbotham, recorded in Volume 2522, Page 898, said Official Records, and on the recognized easterly line of said Withers Survey, from which a one inch iron pipe found at the northeast corner of said 58.7 acre tract, common to the southeast corner of Lot 1-R in Block A of Wayne Ryan Elementary School Addition, an addition to the City of Denton according to the re -plat thereof recorded in Instrument No. 2012-194, Plat Records of Denton County, Texas, bears North 00145'39" West a distance of 279.93 feet; THENCE South 0°45'39" East, along the easterly lines of said 58.7 acre tract and said 20.406 acre tract, and along the westerly line of said 52.486 acre tract, a distance of 1310.92 feet to a 5/8 inch iron rod with plastic cap stamped "WIMBERLY" found for corner at the southeast corner of said 20.406 acre tract, common to the northeast corner of a called 10 acre tract of land described in the deed to Calvert Paving Corp., recorded in Volume 1719, Page 924, said Official Records; THENCE South 88°55'05" West, along the southerly line of said 20.406 acre tract and along the northerly lines of said 10 acre tract and a called 5.632 acre tract of land described in the deed to E.D. Calvert, recorded in Instrument No. 2006-102657, said Official Records, a distance of 1254.33 feet to a 1/2 inch iron rod with plastic cap stamped "RPLS 4561" found for corner at the southwest corner of said 20.406 acre tract, common to the northwest corner of said 5.632 acre tract, and on the northeasterly right-of-way line of the Gulf Coast & Santa Fe Railroad; THENCE North 35°20'44" West, along the westerly line of said 20.406 acre tract and along the northeasterly right-of-way line of the Gulf Coast & Santa Fe Railroad a distance of 733.75 feet to a 1/2 inch iron rod with plastic cap stamped "ARTHUR SURV" found for corner at the northwest corner of said 20.406 acre tract, common to the southwest corner of said 58.7 acre tract; THENCE departing the northeasterly right-of-way line of the Gulf Coast & Santa Fe Railroad and the northerly line of said 20.406 acre tract and crossing said 57.8 acre tract and said 20.406 acre tract the following twelve (25) courses: 1. North 305755" East, a distance of 154.42 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner; 1068 2. North 88124' 18" East, a distance of 815.94 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner; 3. North 33118'20" East, a distance of 108.87 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner; 4. North 46000'59" East, a distance of 65.00 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner at the beginning of a non -tangent curve to the left having a central angle of 07°57'34", a radius of 432.50 feet and chord bearing and distance of North 47157'48" West, 60.03 feet; 5. In a northwesterly direction, with said curve to the left, an arc distance of 60.08 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner at the end of said curve; 6. North 51°56'34" West, a distance of 100.00 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner at the beginning of a curve to the right having a central angle of 50020'52", a radius of 367.50 feet and a chord bearing and distance of North 26146'08" West, a distance of 312.64 feet; 7. In a northwesterly direction, with said curve to the right, an arc distance of 322.94 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner; 8. North 1°35'42" West, a distance of 14.47 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner; 9. North 88'24'18" East, a distance of 291.15 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner; 10. North 1135'42" West, a distance of 115.00 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner; 11. North 88124' 18" East, a distance of 144.00 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner; 12. South 01°35'42" East, a distance of 115.00 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner; 13. North 88'24' 18" East, a distance of 5 58. 10 feet to the PLACE OF BEGINNING, and enclosing 37.746 acres (1,644,225 square feet) of land, more or less. 1069 EXHIBIT B AESA16-0002 Site Location o J 7890 ■ � % ��+i♦ '' �r :s t i n cos no SITE Parcels ` a � p DEN Roads TON n� n.r�)yyypp ` N�rr�. s� C��,�pny eR�c rr�y 1�C,�y ��c�pp ,,� r� rye�J ♦g± �q p yrq rp n ~•ein�i�m1oiUa0 reillq �e�a {rne�roAvMb Mrt� Aitn o�laYnn LYRai�enWclrR�u98MmCiouigcrii �nAn �rl ncitan�u 6f th'i°aRain"�meo^xe arni0 uub'INiMifleT%sfN'a°n�an`G accrete n{oimit�on 4ocade.i%wiAan4°neigntie„�o� 1070 ` N 0 i4i. Trn . ` z 1 N R Q OYA'LI JKS� I m RYAN ROAD RYN. i■.■�■i�i ■ ■ ■, _ � -�- k` m - - 1 ` • r F 004, ' - - • Al ,--A-`.0 ■ HICKORY,CREEK ROAD 1 +►=v' - x