Loading...
HomeMy WebLinkAbout2021-08-10 Agenda and BackupCit of Denton City Hall Y 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Meeting Agenda City Council Tuesday, August 10, 2021 2:00 PM Council Work Session Room Council Chambers CLOSED MEETING BEGINS AT 2:00 P.M. IN THE COUNCIL WORK SESSION ROOM WORK SESSION BEGINS IMMEDIATELY FOLLOWING THE CLOSED MEETING IN THE COUNCIL CHAMBERS CLOSED MEETING WILL CONTINUE IMMEDIATELY FOLLOWING THE WORK SESSION IN THE COUNCIL WORK SESSION ROOM CITY COUNCIL CONSIDERATION OF THE CONSENT AGENDA AND ITEMS FOR INDIVIDUAL CONSIDERATION WILL BEGIN IMMEDIATELY FOLLOWING THE CLOSED MEETING IN THE COUNCIL CHAMBERS REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL Citizens are able to participate in one of the following ways (NOTE: Other than public hearings, citizens are only able to comment one time per agenda item; citizens cannot use both methods to comment on a single agenda item. Public comments are not held for work session reports.): • Virtual White Card — On August 6, the agenda was posted online at www.cityofdenton.com/publicmeetings. Once the agenda is posted, a link to the Virtual White Card, an online form, will be made available under the main heading on the webpage. Within this form, citizens may indicate support or opposition and submit a brief comment about a specific agenda item. Comments may be submitted up until the start of the meeting, at which time, the Virtual White Card form will be closed. Similar to when a citizen submits a white card to indicate their position on the item, these comment forms will be sent directly to City Council members and recorded by the City Secretary. City Council Members review comments received in advance of the meeting and take that public input into consideration prior to voting on an agenda item. The Mayor will announce the number of Comment Cards submitted in support or opposition to an item during the public comment period. Comments will not be read during the meeting. The City Secretary will reflect the number of comments submitted in favor/opposition to an item, the registrant's name, address, and (summary of) comments within the Minutes of the Meeting, as applicable. OR Page 1 Printed on 8/12/2021 1 City Council Meeting Agenda August 10, 2021 • By phone — Citizens wishing to speak over the phone during this Council meeting, may call (940) 349-7800 beginning 30 minutes prior to the meeting start time. Comments by phone will be accepted until the item is opened for discussion by the Council. When the call is initially received, a staff member will receive the caller's information and either: 1) offer to call the citizen back when it is time for them to speak, or 2) record the caller's information, support or opposition, and comment. If the caller chooses to record their support or opposition, rather than speaking during the meeting, the Mayor will announce the number of comments submitted in support or opposition to the item. If the caller wishes to receive a call back, the voice of each caller will be broadcast into the meeting during the public commenting time of their desired agenda item. Individuals will be able to comment once per agenda item, no matter the method. • At regular meetings only, citizens can speak on any topic that is not on the agenda (Open Microphone). Alert the call taker if you wish to speak under the Open Microphone category. If you would like to give a public report, see the information below. After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Closed Meeting on Tuesday, August 10, 2021, at 2:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. Closed Meeting: A. ID 21-1252 Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, dismissal, compensation, and/or contract of the Municipal Judge. B. ID 21-1251 Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, dismissal, compensation, and/or contract of the City Auditor. Any final action, decision, or vote on a matter deliberated in a Closed Meeting will only be taken in an Open Meeting that is held in compliance with Texas Government Code, Chapter 551, except to the extent such final decision, or vote is taken in the Closed Meeting in accordance with the provisions of Section 551.086 of the Texas Government Code (the `Public Power Exception'). The City Council reserves the right to adjourn into a Closed Meeting or Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda or to reconvene in a continuation of the Closed Meeting on the Closed Meeting items noted above, in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.086 of the Texas Open Meetings Act. Following the recess of the Closed Meeting, the City Council will convene in a Work Session in the Council Chambers to consider the following items: WORK SESSION 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on any item listed on the Consent Agenda prior to its consideration. Each speaker will be given a total of three (3) minutes to address any item(s). Any person who wishes to address the City Council regarding these items may do so by utilizing the "By Phone" registration process as referenced under the REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL detailed at the beginning of this agenda. Registration is required prior to the time the City Council considers this item. Registrants may call in and remain on hold or receive a call back at the time the Page 2 Printed on 8/12/2021 K City Council Meeting Agenda August 10, 2021 Work Session is called to Order and are encouraged to ensure they remain accessible to accept the call. 2. Requests for clarification of agenda items listed on this agenda. 3. Work Session Reports A. ID 21-1321 Receive a report, hold a discussion, and give staff direction regarding a COVID-19 update and potential options and considerations for the City of Denton to support vaccination and testing efforts. B. ID 21-458 Receive a report, hold a discussion, and give staff direction regarding the General Fund preliminary FY 2021-22 Proposed Budget, Tax Rate, Capital Improvement Program, and Five -Year Financial Forecast. C. ID 21-1686 Receive a report, hold a discussion, and give staff direction regarding funding and use options for the development of a Sustainability Fund. D. ID 21-1268 Receive a report, hold a discussion, and give staff direction regarding the scope and connectivity options for the Westgate Roadway Improvement Project. E. ID 21-1089 Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Complete a comprehensive Environmentally Sensitive Area (ESA) inventory Following the completion of the Work Session, the City Council will reconvene the Closed Meeting in the Council Work Session Room to consider specific item(s) when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting - Continued: C. ID 21-1671 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 pertaining to the purchase of renewable energy; discuss and deliberate renewable energy strategies. Any final action, decision, or vote on a matter deliberated in a Closed Meeting will only be taken in an Open Meeting that is held in compliance with Texas Government Code, Chapter 551, except to the extent such final decision, or vote is taken in the Closed Meeting in accordance with the provisions of Section 551.086 of the Texas Government Code (the `Public Power Exception'). The City Council reserves the right to adjourn into a Closed Meeting or Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda or to reconvene in a continuation of the Closed Meeting on the Closed Meeting items noted above, in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.086 of the Texas Open Meetings Act. Page 3 Printed on 8/12/2021 3 City Council Meeting Agenda August 10, 2021 NOTE: Any item for which a formal action at the Special Called Meeting has been taken by Council may be subject to a request for a motion for reconsideration at any time during the meeting, at the Concluding Items Section, or after the meeting. In order to comply with the Texas Open Meetings Act, a request for a motion for reconsideration made during, at the end of, or after a Council meeting will be placed on the agenda and considered at the next official meeting of the City Council. Following the completion of the Closed Meeting, the City Council will convene in a Special Called Meeting in the Council Chambers to consider the following items: 1. CONSENT AGENDA Each of these items is recommended by Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A — I). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, the Consent Agenda Items will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. A. ID 21-1355 Consider the approval of the minutes for July 27 and August 2, 2021. B. ID 21-1349 Consider nominations/appointments to the City's Boards, Commissions, and Committees: Animal Shelter Advisory Committee, Committee on Persons with Disabilities, Planning & Zoning Commission, Public Art Committee, and Zoning Board of Adjustment. C. ID 21-1287 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute and deliver to the University of North Texas an electric easement containing approximately 1,344 square feet (0.031 acres) and a temporary construction easement containing approximately 1,874 square feet (0.043 acres), each situated in the E. Puchalski Survey, Abstract No. 996, City and County of Denton, Texas and being a portion of South Welch Street and West Sycamore Street; providing for severability; and providing an effective date. D. ID 21-1555 Consider adoption of an ordinance of the City of Denton authorizing the transfer of funds from the Downtown Tax Increment Reinvestment Zone (TIRZ) Sidewalk and Lighting Project to the Downtown Storm Drain Phase 1 Project in the amount of $102,451.25 to facilitate the construction of the McKinney Street segment (Bell Place to Frame Street) of the 2018 Sidewalk Improvements Project. The Downtown Denton Tax Increment Financing Zone No. One Board recommends approval (4-0). E. ID 21-1587 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of Change Order No. 4 to the contract between the City of Denton and Quality Excavation LTD, for construction of the McKinney Street sidewalk segment for the Downtown Storm Sewer Trunk Line PH I Project; providing for the expenditure of funds therefor; and providing an effective date (IFB 7086 - Change Order No. 4 in the not -to -exceed amount of $102,451.25, for a total contract award Page q Printed on 8/12/2021 4 City Council Meeting Agenda aggregated to $1,218,908.25). August 10, 2021 F. ID 21-1557 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the expenditure of funds in the amount of $70,553.00 to the Texas Department of Transportation (TxDOT) in addition to the previously authorized amount of $29,562.00, for the improvement of traffic signals and pedestrian facilities at the intersections of Loop 288 at Kings Row, Loop 288 at US 380, and Loop 288 at E. McKinney Street. G. ID 21-1580 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of a first amendment to a contract between the City of Denton and RSVP Services, Inc., amending the contract approved by City Council on April 3, 2018, in the not -to -exceed amount of $1,180,000.00, said first amendment to provide additional veterinary staffing services for the Animal Services Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6624 - providing for an additional first amendment expenditure amount not -to -exceed $150,000.00, with the total contract amount not -to -exceed $1,330,000.00). H. ID 21-1588 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with New Waste Concepts, Inc., for the purchase of a spray on cover material for the City of Denton Landfill, which is the sole provider of this commodity, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000, shall be awarded by the governing body; providing for the expenditure of funds therefor; and providing an effective date (File 7763 - awarded to New Waste Concepts, Inc., for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not -to -exceed amount of $1,455,000.00). I. ID 21-1592 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with New Waste Concepts, Inc., for one (1) new CAPS F Series Hydro -Mulch Machine for the Solid Waste Landfill Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 7745 - awarded to New Waste Concepts, Inc., in the not -to -exceed amount of $164,530.00). 2. ITEM FOR INDIVIDUAL CONSIDERATION A. ID 21-1698 Consider approval of a resolution of the City Council of the City of Denton, Texas placing a proposal on the September 21, 2021, City Council public meeting agenda to adopt a 2021 Tax Rate that will exceed the lower of the no -new -revenue tax rate or the voter -approval tax rate; calling a public hearing on a tax rate to be held on September 14, 2021, and calling a budget public hearing on the Fiscal Year 2021-2022 Annual Program of Services of the City of Denton to be held on September 14, 2021; requiring publication of notices of the public hearings and meetings in accordance with the law; requiring the posting of the notices of the public hearings on the City's Internet website; requiring the posting of the notices on the City's public access channel; and providing an effective date. Page 5 Printed on 8/12/2021 City Council 3. CONCLUDING ITEMS Meeting Agenda August 10, 2021 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 official website (https://www.cityofdenton.com/en-us/government/open/agendas-minutes) and bulletin board at City Hall, 215 E. McKinney Street, Denton, Texas, on August 6, 2021, in advance of the 72 -hour posting deadline, as applicable, and in accordance with Chapter 551 of the Texas Government Code. CITY SECRETARY NOTE: THE CITY OF DENTON'S DESIGNATED PUBLIC MEETING FACILITIES ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE ACCOMMODATION, SUCH AS SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED, IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 940-349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1 -800 -RELAY -TX SO THAT REASONABLE ACCOMMODATION CAN BE ARRANGED. Page 6 Printed on 8/12/2021 6 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON File #: ID 21-1252, Version: 1 Legislation Text AGENDA CAPTION Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, dismissal, compensation, and/or contract of the Municipal Judge. City of Denton Page 1 of 1 Printed on 8/6/2021 powered by LegistarTM 7 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON File #: ID 21-1251, Version: 1 Legislation Text AGENDA CAPTION Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, dismissal, compensation, and/or contract of the City Auditor. City of Denton Page 1 of 1 Printed on 8/6/2021 powered by LegistarTM p City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 21-1321, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding a COVID-19 update and potential options and considerations for the City of Denton to support vaccination and testing efforts. City of Denton Page 1 of 1 Printed on 8/6/2021 powered by LegistarTM n DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office CM/ DCM/ ACM: Sara Hensley, Interim City Manager DATE: August 10, 2021 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Receive a report, hold a discussion, and give staff direction regarding a COVID-19 update and potential options and considerations for the City of Denton to support vaccination and testing efforts. BACKGROUND COVID-19 Update A number of COVID Update work sessions have been held throughout 2020 and 2021 to provide a COVID situational update and address relevant topics. Prior reports and presentations were also presented to City Council on March 17, March 20, March 31, April 6, April 21, April 30, May 5, May 12, May 19, May 29, June 9, June 16, June 23, June 30, July 21, August 4, August 18, August 25, Sept. 15, Oct. 13, and Dec. 1, 2020, and Jan. 26., March 2, March 16, May 11, and May 18, 2021. The first part of this presentation will provide a situational update, review relevant state orders, and provide a City organizational update. Discussion on Vaccination Efforts On May 25, 2021, Council Member Maguire made a one -minute pitch to request a work session on a City initiative to increase COVID vaccine access. The request received a majority of support for a work session to be held. Staff also provided Informal Staff Report No. 21-032 on May 21, 2021 outlining the Denton Fire Department efforts to support and increase vaccination efforts. The last part of the presentation will provide information on current vaccine resources and provide some potential options and considerations should Council wish to use allocated American Rescue Plan (ARP) funds to support vaccination efforts. PRIOR ACTION/REVIEW (Council, Boards, Commissions) A number of COVID Update work sessions have been held throughout 2020 and 2021 to provide a COVID situational update and address relevant topics. EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Presentation 10 Respectfully submitted: Sarah Kuechler Chief of Staff Kenneth Hedges Fire Chief 11 Work Session COVID49 Update and Vaccination Efforts Aug. 10, 2021 I ITY OF 60� DENTON 12 Background • Staff provided updates on the City's response to COVID-19 during 27 prior work sessions • On May 25, Council Member Maguire made sone -minute pitch to request a work session for the City to increase COVID vaccine access • Staff also provided Informal Staff Report No. 21-032 on May 21 outlining the Fire Department's efforts to support vaccine clinics and coordination • Agenda for Today: o Situational Update o Review of State Orders and City Organizational Update o Vaccination Efforts and Resources o Potential Considerations IOC17Y F DENTON 13 Situational Update �z� DENTON 14 Review of State Orders and City Organizational Update �z� DENTON 15 Executive Order GA -38 • On July 29, Gov. Abbott issued an Executive Order (GA -38) combining several existing COVID-19 executive orders to promote statewide uniformityand certainty in the state's COVID-19 response • High-level review: o Vaccinations remain voluntary and cannot compel disclosure No governmental entity can compel an individual to receive a COVID-19 vaccine State agencies and political subdivisions (including municipalities) cannot adopt or enforce a measure that requires an individual to provide documentation of vaccination status as a condition of receiving any service or entering any place Any public or private entity receiving public funds cannot require a consumer to provide documentation of vaccination status o No governmental entity can mandate masks • Prohibits governmental entities in Texas — including counties cities, school districts, public health authorities, or government officials — from requiring or mandating mask wearing • Imposition of any such face-coverin requirement by a local overnmental entity or official constitutes a Altailure to comply with this executive order that is subject7o a fine up to $1,000 ICIT FY jfo� DENTON 16 Open Meetings Act Suspensions End Sept. 1 • In March 2020, Governor Abbott's office suspended certain open -meeting statutes to allow telephonic and teleconference/virtual public meetings • On June 30 2021, the Governor's office approved lifting the suspensions of those beginning Sept. 1, 201 • Therefore, beginning Sept. 1 2021, all Texas governmental bodies subject to the Open Meetings Act must conduct their meetings in full compliance with the en Meetings Act g 9 p p 9 • Impact to City's Public Meetings o In May 2021, City Council provided direction on transitioning public meetings from an all -virtual format o On June 15, 2021, most City board, commission, and committee meetings returned to an in- person format o Some bodies continuing to meet in a hybrid or fully virtual format until Sept. 1, 2021 o As a result of the suspensions ending, the Council is unable to extend the use of fully virtual meetings beyond Sept. 1 ICO7Y F DENTON 17 City Organization and Facilities • City Organization o Remote work, where possible, through end of August o Face coverin s are highly encouraged per CDC recommendations o Use of virtual tools o Revisited public meeting schedule for August o Continued contact tracing • City Facilities o Remain open with minimum staffing o Staff has updated signage at City facilities to align with the CDCs latesf guidance • Continue to monitor for any updates to CDC guidance IITY OF Al'IMOM DENTON %-- HEALTH & SAFETY UPDATE In accordance with the latest guidelines from the Centers for Disease Cont,ol and Prevention, Nz omverings are recnrrrnended for. all W dd mk when, entering this fa ft We appreciate your understanding and are happy to serve you. ACTUALIZACI6N DE SEGURIDAD Y SALUD ii De acuerdo con las ukima9 drecdones del Centro para Control y Prevenc& de Enfermedades, . se. remmienda useruna mascara para la Tara al entrar a esta InstaladM. Agradecemos su cooperad6n y estamos dispuestos a servirle. er�o.en•arr�•.n.�.r+ .. mohegrn�.... aw.r.e-.e.. 18 Vacc'inat'ion Efforts and Resources �z� DENTON 19 Vaccination Data • Texa s Department of State Health Services (DSHS) collects and displays data by county and zip codes I ITY OF 60� DENTON COVID-19 Vaccination in Texas TEXAS DSHS is partnering with vaccine providers across the state to ensure vaccine will be accessible to all Texans at no cost. Visit the v Health and Human Texas Department of DSHS COVID 19 Vaccine Information page for more details on phases and tiers, and other vaccine info here: L httpsa/www.dshs.texas.gov/coronavirus/immunize/vaccine.aspx Services State Health Services Percentage Measure to show 63.76% of Texas State Papulation Vaccinated 0 Percentage of Population 12+ Vaccinated with At Least One Dose This dashboard is updated by 4:00 pro each Percentage of Population 12+ Fully Vaccinated Percentage of County Population Vaccinated day with data as of 11:59 pro the previous Percentage of Population 65+ Vaccinated with At Least One Dose night. See the About the Data tab for more Information an data sources. Percentage of Pop.lation 65+ Full Vaccinated gy 20.47% 99.99% Percentage of Population Vaccinated for COVID-19 Doses Administered D — 27,138,740 + _ ■-= a J Keep Only Exclude 9 County: Denton M Public Health Region: 2/3 Percentage of Population 12+ Vaccinated with At Least One Dose: 65.270/c Percentage of Population 12+ Fully Vaccinated: 57.931/o Percentage of Population 65+ Vaccinated with At Least One Dose: 89.28% Percentage of Population 65+ Fully Vaccinated: 83.90% - People Fully Vaccinated _ J�, 12,889,2b, -t State Doses Shipped ' 41. 21,702,660 20 Vaccine Resources Federal Government • Vaccines.gov • 1-800-232-0233 (TTY 888-720-7489) • CDC Information on Vaccines: www.cdc-govlcoronavirus/2019- ncovlvaccines/facts.html JOF DENTON ~ Vaccines.gov Home Fil,dVdccinex NtLJ Iir.N finding 3 Y"ne in the U.S.? Call 1 -604.232-0233 MY 688-724-74W Schedule a Free Ride or Childcare Youc-arF now yet (TO -H rides to-and-Fromyour vaccine dppoil`IMM�rFL and free child rare for pwrtnu ansl CrlrugimvErS to {het vacClnated and ref upe rate- Read dbuutthese and other incL�,ntivrksufferr_Y! by Companies arross tllu U -S - Get Quick Answers Using WhatsApp lvl'. C- WS L'I'- 'NIWts1'.ppfln Spj4 Choose from a rim -mu tU f rid vafcine lucdziun3 ritar you, Iidrrt huw tU qvt frim, rides arFd ch Ildcare for your var_rine appoilltrttent, arid find uut rnure abuut the COV10-19 vak-cinc. II 11 rs - � 1i ' r 'di Get Help Get answers to questions u help findlrly 2 vLjWne nEar yr.) u. Help IS anal IA3le In EiI 91-Bh. Epcirrish, artd rnany u-}ier Ianguayes- j 1-800-732-0733 - TTY 1-888.720-7489 DiSdbiIity ]nforrnd[ion and Ac(efs Cine-(D1AL)- .) 4,888-677-1199 5 D[AL@ndri.urg 21 Vaccine Resources State of Texas • State Website: dshs.texas. qov/covidvacci ne • Texas Public Health Vaccine Scheduler: GetTheVacci ne.dshs.texas.gov • Texas Vaccine Support Center: (833) 832-7067 • State Mobile Vaccine Team: (844) 908-3927 o For 5 or more individuals o Businesses, organizations, churches, special events, etc. crr ID#21-1321, Aug. 1 2021 t]k DENTO Large Vaccination Hub List Beginning in January,Texas established large vaccination sites or hubs around the state. Check the COVID-19 Vaccination Hub Providers page to find a hub near you and Learn how to register. Retail Pharmacies List Check your local pharmacy's website to see if vaccine appointments are available. On March 29, the White House announced that the Federal Retail Pharmacy Program is doubling the number of pharmacies receiving the vaccine by April 19.To find out which pharmacies are participating in the program, visit CDC's Federal Retail Pharmacy Program website. Texas Public Health Vaccine Scheduler The new Texas Vaccine Scheduler helps Texans get scheduled for a COVI D-19 vaccine at clinics hosted by participating Texas public health entities. Register online at GetTheVaccine.dshs.texas.gov.You will be notified by email or text when and where to get the vaccine. If there's not an available clinic near you, you will be directed to other places to get your vaccine. Call (833) 832-7067 if you don't have internet or need help signing up. Call center support is available Monday -Friday from 8am-6pm and Saturday from 8am-5pm. Spanish language and other translators are available to help callers. Find Vaccine by Phone Texas businesses or civic organizations can call 844 -90 -TEXAS (844-908-3927) and select Option 3 to schedule a visit from a state mobile vaccine team to vaccinate employees, visitors, or members. To qualify for a visit,a business or civic organization must have five or more employees, visitors, or members who voluntarily choose to be vaccinated. Homebound Texans are also encouraged to call the hotline and select Option 1 to request a state mobile vaccination team to visit their home. Americans can now text their ZIP code to GETVAX (438829) in English or VACUNA (822862) in Spanish to immediately receive addresses of nearby available vaccination centers. Do you know someone who is eligible for a vaccine but doesn't have internet access? Please Let them know they can call (83 3) 832-7067 for referral to a local vaccine provider. 22 Vaccine Resources Denton County Public Health (DCPH) • Denton Coun�y Public Health Hotline: (940) 349-2585 • Available at Denton and Lewisville DCPH Offices • DCPH Drive Thru Vaccination Clinics • DCPH Indoor Vaccination Clinics • DCPH Homebound Program • Weekly Situational Update to the County Commissioners IOC17Y F DENTON JOIN US FOR JUNETEENTH! Getyour COVID-19 Vaccine duringthe City ofDenton Juneteenth Celebration. s WHEN YOU J RECEIVE YOUR APPOINTMENT INV[TAT[ON SELF-SELECT SATURDAY. Den�� TUNE 19TH I r^_UAty :--MM LWOMPANENOS PARA JUNETEENTH! Reciba su oacuna contra el COVID-19 durance la celebration de Juneteenth de la Ciudad de Denton. a,, i WPCVANOO RECIBA 5V INVITACION DE GITA, 5 ELEGGICNE FL SABADO 19 OE SUNIO s 23 Denton Fire Department • COVID Testing and Vaccine Efforts • Established partnership with DCPH early in the pandemic • Assisted TDEM to test all long term care residents in the COD and a few surrounding cities • Ensured that all Fire Department personnel had an opportunity for a vaccination upon early availability • Worked with Community Partners to provide Police Department personnel vaccinations • Conducted several "after hours" vaccination clinics for COD employees and residents when vaccination doses were residual from DCPH mega clinic vaccination events • Fire and DPD have participated in approximately 50 vaccination clinics as 7- 20-21 • Over 15 of these clinics located within Denton (over 19,500 doses administered) IOC17Y F DENTON 24 Potential Options and Considerations �z� DENTON 25 Overview • During the one -minute pitch, several initiatives and efforts were suggested o Most were already completed or in progress o See next slide • Staff is seeking direction if Council wishes to increase vaccination efforts and has developed some preliminary options and considerations for Council discussion and review o Allocated $550,000 of American Rescue Plan (ARP) funds to support vaccine efforts IOC17Y F DENTON 26 Suggestions During One -Minute Pitch Expanding the partnership between the City of Denton and Denton County Public Health. Not requiring ID or appointments. Onsite vaccinations and incentives for city employees Onsite clinics at Denton's largest workplaces. v/ Sunday clinics at churches. Clinics at locations where unhoused Dentonites tend to gather, such as ODB, MKOC, and City parks. A mobile vaccination bus. Partnering with Denton ISD to offer vaccines to students, parents, and employees at their home campus on school days. Partnering with our colleges and universities to offer vaccines to students and employees on campus. ❑ A door-to-door campaign encouraging and facilitating vaccination. ❑ Employing Spanish speakers to knock doors in neighborhoods with large Spanish speaking populations. Continued partnership supporting vaccine clinics and education efforts. DCPH requests photo id, but it is not required. Some type of very general identification is required to assist in reporting/recording in the statewide database. City Employees were offered access early on in partnership with DCPH and vaccines are available at City Employee health clinic. State offers free onsite clinics to businesses and employers (through September). DCPH has held clinics at churches; State offers free onsite clinics to churches. DCPH has held clinics at Our Daily Bread locations, and The Salvation Army, in Denton and Lewisville. Homebound and mobile programs through DCPH and State. DCPH has held clinics at DISD locations and is in direct contact with DISD. Colleges are certified providers with the state; offering their own clinics. 27 General Status • Currently: • Wide availability of vaccines at no cost • Vaccine hesitancy is a critical challenge across the nation • Unknowns: • Federal Government may take additional actions • Data that would indicate low vaccination groups within Denton • Potential future changes to vaccine requirements, eligibility • City reviewed different possible vaccination -related programs • Limited efficacy data available IOC17Y F DENTON 28 Potential Options/ Considerations 1) Additional/Targeted Communication Efforts • Objectives: o Both city-wide and targeted communications o Message: Vaccines are free; Vaccine safety; Here's how to find more info from government sources • Considerations: o Leverage existing resources and communication mechanisms o Opportunities to partner with others o Can schedule into work plans using current staff; use available federal/state tools o Difficult to measure effectiveness or outcomes • Total Estimated Budget: $50,000 o Utility Billing Insert: $8,000 each o Direct Mail: $12,000 each o Other Items/Costs (billboard, digital advertising, etc.): Scalable • Recommendation: .1 CITY COFJ&� = DENTON Staff Recommends 29 Potential Considerations 2) Create an Additional Mobile Program • Objectives: City of Denton Fire Department becomes a mobile provider • Considerations: o Mobile providers exist, including State and Denton County Public Health (DCPH) o Lead time required to get effort going will be 4-6 weeks o Expected low utilization o Required to establish and maintain a Medical Record Depository and vaccination records for a minimum of 3 years post last vaccination administered for each individual o Equips and prepares the City to assist in the future if needed (unknown if booster will be needed or if there will be a new formula of vaccine; under research federally) • Estimated Cost: o $75,000 in one-time costs o $16,000 - $27,000 in operating costs per month depending upon use (based on 100-180 shots administered) • Recommendation: Staff Recommends ICO7Y F DENTON 30 Potential Considerations 3) Door -to -Door Communication Canvassing (nide 1 of 2) • Objectives: Perform direct outreach by knocking on doors • Research: Some cities have tried door-to-door campaigns o Dallas County and Fort Worth have used volunteers or temporary staff to go door-to-door o Results vary: some consider it, some are resistant, some abruptly turn staff away (Dallas County) o Due to HIPAA and other factors, data on the number of door-to-door visits that convert into vaccinations are not available o Considerations: o Requires hiring and training temporary employees to canvass neighborhoods to hand -deliver vaccine info; lead time required to get effort going; requires having a staff member act as a coordinator o Concerns for safety and risk for temporary employees to go door-to-door on private property o Teams cannot provide medical advice, limited in ability to respond to questions o Difficult to measure effectiveness or outcomes o Increases possibility of scammers posing as employees ICOC17Y FJ&� DENTON 31 Potential Considerations 3) Door -to -Door Communication Canvassing (2 of 2) Estimated Costs: o $63,000 in one-time costs o $10,000-$20,000 a month to knock on 4800-8000 homes a month Recommendation: Staff does not recommend ICO7Y F DENTON 32 Potential Considerations(sfide added on 819121) Additional Item Being Explored: Testing Machine • Staff is currently researching and exploring purchase of a COVID-19 testing machine • Need additional time to research and develop potential option • Could be used for testing City employees, and potentially public depending upon staffing and resources ICO7Y F DENTON 33 Direction • Potential Options/Considerations for direction at this point: 0 Potential Option,- IIIIIIIIII&AWA 1 Communication Efforts 2 3 Recommended $50,000 Become Mobile Provider Recommended $75,000 Door -to -Door Canvassing Not Recommended $63,000 $96,000 - $162,000 $60,000 - $120,000 $50,000 $171,000 - $237,000 $123,000 - $183,000 • Potential for purchasing a test machine still being explored • COVID-19 situation and response continues to evolve; options and considerations may continue to evolve I OF DENTON 34 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 21-458, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the General Fund preliminary FY 2021- 22 Proposed Budget, Tax Rate, Capital Improvement Program, and Five -Year Financial Forecast. City of Denton Page 1 of 1 Printed on 8/6/2021 powered by LegistarTM 35 11'1%1_0001� DENTON DEPARTMENT: ACM/CFO: DATE: SUBJECT City of Denton AGENDA INFORMATION SHEET Finance David Gaines August 10, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Receive a report, hold a discussion, and give staff direction regarding the General Fund preliminary FY 2021-22 Proposed Budget, Tax Rate, Capital Improvement Program, and Five -Year Financial Forecast. BACKGROUND The FY 2021-22 City Manager's Proposed Budget was submitted to the City Council on July 30, 2021. Staff provided the City Council with a comprehensive overview of the proposed budget at a Budget Work Session on August 2, 2021. The purpose of this agenda item is to provide the City Council an additional opportunity for questions and dialogue on the proposed tax rate and proposed budget. Below is the schedule we will follow to adopt the budget and tax rate: September 14, 2021 - Public Hearing on Tax Rate Public Hearing on Proposed Budget September 21, 2021 - City Council Adopts Budget, Tax Rate The presentation will be provided prior to the meeting. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Staff provided the City Council with a comprehensive overview of the proposed budget on August 2, 2021. EXHIBITS 1. Agenda Information Sheet 2. Presentation 3. Budget Follow-up Memo Respectfully submitted: Cassey Ogden 940-349-7195 Director of Finance Prepared by: Nick Vincent 940-349-8063 Assistant Director of Finance 36 • Am 4[4[W City Hall East Entrance City Council Chambnril er Council work Session Room City managers Office • Am 4[4[W Presentation Objective Follow up from August 2 Budget Workshop Homestead Exemption D Tax Rate Discussion General Fund Forecast D Supplemental Requests Next Steps August 10, 2021 ID21-458 38 Homestead Exemption Currently, 0.5% of value or $5,000 whichever is greater. 20,729 out of the 32321 single family homes qualify for the exemption Applies only to homes where the individual living in the home owns it i.e. commercial properties or non -owner occupied leased properties are not eligible Exemption percentage may not exceed 20% per the Texas Tax Code, Section 11.13(n) Council may increase exemption percentage in any increment July 1, 2022 — Council must adopt an ordinance prior to this date in order to make the change effective for Tax Year 2022 (Fiscal Year 2022-23). Applications for Homestead Exemption must be filed before May 1st August 10, 2021 ID21-458 39 Homestead Exemption Options W(A..,0111 0.5%/$5, 000 $ 247,171 Equivalent Tax Rate Increase - $ 247,171 $ 1,430 2.5%/$5,000 $ 247,171 $ 6,179 $ 240,992 $ 1,376 5%/$5,000 $ 247,171 $ 12,359 $ 234,812 $ 1,311 10%/$5,000 $ 247,171 $ 24,717 $ 222,454 $ 1,199 15%/$5,000 $ 247,171 $ 37,076 $ 210,095 $ 1,090 20%/$5,000 $ 247,171 $ 49,434 $ 197,737 $ 985 Homestead Exemption 0.5%/$5,000 Revenue General Fund Loss - Equivalent Tax Rate Increase $ Tm Rate 0.59045 2.5%/5,000 $ 222,819 $0.00186 $ 0.59231 5%/5,000 $ 1,036,977 $0.00678 $ 0.59909 10%/5,000 $ 2,665,292 $0.01357 $ 0.61266 15%/5,000 $ 4,293,607 $0.01357 $ 0.62623 20%/5,000 $ 5,921,922 $0.01357 $ 0.63980 August 10, 2021 ID21-458 40 Homestead Exemption City Homestead Exemption Over 65/DP Freeze 2020 Tax Rate Carrollton Y — 20% or $5,000 $60,000/$60,000 N $0.587500 The Colony N $10,000/$10,000 Y $0.655000 Denton Y — 0.5% or $5,000 $50,000/$50,000 Y $0.590454 Flower Mound Y — 2.5% or $5,000 $100,000/$100,000 N $0.436500 Highland Village N $75,000/$75,000 N $0.563020 Lewisville N $60,000/$20,000 Y $0.443301 Roanoke Y — 20% or $10,000 $40,000/$4,500 Y $0.375120 Coppell Y — 5% or $5,000 $75,000/$75,000 N $0.580000 Trophy Club Y — 1 % or $5,000 $35,000/$0 Y $0.446442 Plano Y — 20% or $5,000 $40,000/$40,000 Y $0.448200 Frisco Y — 10% or $5,000 $80,000/$80,000 N $0.446600 August 10, 2021 I D21-458 41 Updates from Proposed Budget Proposed Budget included tax rate equal to previous year to allow: Flexibility since certified calculation had not been received by County Spread impact to General Fund before Electric ROI returns to 3.5% in FY 2023. Certified calculations received from County last week Voter Approval Rate — $0.64340/$100 No New Revenue Rate — $0.56582/$100 M&O No New Revenue Rate — $0.576 6%$100 Revised proposed budget (new baseline) includes Decrease in M&O rate from $0.37507 to $0.37007 Total revised proposed rate of $0.58545/$100 Tax Rate History 2022 Revised Proposed $0.37007 $0.21537 $0.58545 2022 Proposed $0.37507 $0.21537 $0.59045 2021 $0.38036 $0.21009 $0.59045 2020 $0.38536 $0.20509 $0.59045 2019 $0.40543 $0.21505 $0.62048 2018 $0.43031 $0.20755 $0.63786 2017 $0.46674 $0.21660 $0.68334 2016 $0.47456 $0.21519 $0.68975 2015 $0.48119 $0.20856 $0.68975 2014 $0.47480 $0.21495 $0.68975 2013 $0.47088 $0.21887 $0.68975 August 10, 2021 ID21-458 43 Median Residential Values The revised proposed budget includes a tax rate of $0.58545. The maintenance and operations rate proposed to decrease by $0.005. The debt service rate proposed to increase by $0.005, to support the City's contieued investment in public safety and street infrastructure (as anticipated with 201 Bond Program). Bond program considered 3.5 cent increase over the 201 bdebt tax rate. Fiscal Year 2022 Median Value unavailable due to CAD data issues *Revised Proposed Rate a44 August 10, 2021 ID21-458 2022 Revised $0.37007 $0.21537 $0.58545* $275,361 $247,171 $1,447 2022 $0.37507 $0.21537 $0.59045 $275,361 $247,171 $1,459 2021 $0.38036 $0.21009 $0.59045 $259,097 - - 2020 $0.38536 $0.20509 $0.59045 $248,909 $2251027 $1,329 2019 $0.40543 $0.21505 $0.62048 $233,165 $207,887 $1,290 The revised proposed budget includes a tax rate of $0.58545. The maintenance and operations rate proposed to decrease by $0.005. The debt service rate proposed to increase by $0.005, to support the City's contieued investment in public safety and street infrastructure (as anticipated with 201 Bond Program). Bond program considered 3.5 cent increase over the 201 bdebt tax rate. Fiscal Year 2022 Median Value unavailable due to CAD data issues *Revised Proposed Rate a44 August 10, 2021 ID21-458 Tax Rate Discussion Voter Approval Rate ($0.64340/$100) —Max rate the City Council can adopt without approval from voters. Excluding the unused increment rate this is 3.5% above NNR. Proposed Rate ($0.59045/$100) — Rate included in the Proposed FY 2021-22 Budget and equal to the City's current tax rate. Revised Proposed Rate ($0.58545/$100) — Revised proposed rate based on receiving certified calculations. M&O NNR Rate ($0.57699/$100) — Maintenance & Operations (M&O) No New Revenue Rate (NNR). Total NNR Rate ($0.56582/$100)— Rate that results in the same amount of tax collection from existing properties as 2020. Tax Rate General Fund Revenue General Fund Expenses Net August 10, 2021 ID21-458 $0.6430 $0.59045 $0.58545 $0.57699 $0.56582 11 $0.57300 $157,321,263 $150,704,408 $150,079,587 $149,024,264 $147,626,41411 $148,523,282 $149,998,472 $149,998,472 $149,998,472 $149,998,472 $149,998,47211 $149,998,472 $7,322,791 $705,936 $81,115 $(974,208) $(2,372,058) $(1,475,190) 45 Supplemental Requests — General Fund August 10, 2021 I D21-458 *50% funded from ARP *"Change from Proposed Budget Wage Inflation Total M&O NNR Supplementals below line not funded 46 DepartmentRanking .. 1 Police 3 FTEs — 1 Sworn / 2 Civilian $447,098 2 Community Development 1 FTE - Neighborhood Services Coordinator $90,226 3 Community Development 1 FTE - Housing Services Coordinator $90,226 4 Police 2 FTEs - Street Outreach $155,000* 5 Fire 1 FTE - Erneraencv Mana ement Pro ram Mana er $95.000* 6 Libraries 1.5 FTEs - Teen Librarian & Part-time position $96,899 7 Police 3 FTEs — 3 Civilian Positions $431,209 8 Fire Hose Program $30,000 9 Community Development 1 FTE — Homeless Programs Coordinator** $95,000 10 Animal Services 1 FTE - Animal Control Officer $66,000 11 Municipal Court 1 FTE - Assistant Representative II $58,580 12 Internal Audit 0.5 FTE - Audit Intern $14,675 13 Libraries 0.5 FTE - Part -Time Staff $22,531 14 Public Affairs Citizen Survey $30,000 15 City Manager's Office 1 FTE - Records Management Specialist $86,276 16 Parks and Rec — Park Maint. Parks O&M for New/Existing Parks $240,035 17 Parks and Rec — Park Maint. 4 FTEs — 3 Field Svc Workers, 1 HEO $235,134 18 Parks and Rec — Leisure Services 2 FTEs — 2 Recreation Coordinator revenue offset $24,831 Total $2,308,720 August 10, 2021 I D21-458 *50% funded from ARP *"Change from Proposed Budget Wage Inflation Total M&O NNR Supplementals below line not funded 46 Supplemental Requests - Council Initiated Requests Department Description FY 2021-22 Public Affairs DTV Closed Captioning $30,000 Public Affairs Live Spanish Translation $74,400 Public Affairs Additional Remote Production Capabilities $6,000 Public Affairs Public Meeting Attendant $20,000 Total $130,400 August 10, 2021 I D21-458 a47 Return on Investment (ROI) In 2020, Electric ROI increased from 3.5% to 6% through FY 2022. Based on previous Council direction, the ROI will revert back to 3.5% in FY 2023. 48 Max Tax Rate Description TaxRate No -New -Revenue Rate $0.565823/$100 valuation Voter Approval Rate $0.643404/$100 valuation FY 2021-2022 Proposed Budget $0.590454/$100 valuation FY 2021-2022 Revised Proposed Budget $0.585454/$100 valuation Proposed Published Max Tax Rate $0.605454/$100 valuation In the Notice of Budget Public Hearing, the City must publish a proposed tax rate that cannot be exceeded at adoption. In past years, the City has published a tax rate in excess of the proposed tax rate to allow flexibility in final weeks of the budget process. The revised proposed budget includes a tax rate of $0.58545 a $0.005 decrease from FY 2021 tax rate. To allow for flexibility, published max tax rate recommendation is $0.60545. August 10, 2021 I D21-458 49 Direction Seeking Council direction on Homestead Exemption Propose to bring back discussion for Council in advance of FY 2023 Budget (February 2022) Seeking Council direction on tax rate for FY 2022 Adopted Budget Revised Proposed Rate M&O No -New -Revenue Rate Total No -New -Revenue Rate Depending on tax rate, seeking Council direction for supplemental requests D Revised proposed supplemental requests t` M&O NNR supplementals No supplementals Other FY 2023 Electric ROI Remain at 6% ' Drop to 3.5% August 10, 2021 ID21-458 50 Next Steps August 10, 2021 — Consider Publication of Public Hearing (Max Tax Rate) August 17, 2021 — Street Fund and Franchise Fee follow up work session September 14, 2021 — Budget and Tax Rate Public Hearing September 21, 2021 — City Council Adopts Budget, Tax Rate, Rates and Capital Improvement Plan August 10, 2021 I D21-458 51 Questions ? 52 4OCITY F DENTON 215 E. McKinney St., Denton, TX 76201 • (940) 349-8307 MEMORANDUM DATE: August 5, 2021 TO: Honorable Mayor and Members of the City Council FROM: Cassandra Ogden - Director of Finance SUBJECT: City Council Budget Workshop Questions and Responses A budget workshop was held with the City Council on August 2, 2021. Below is a summary of questions and requests from the City Council as I understand them. Information was requested on the responsibilities for the new administrative civilian positions and street outreach positions for the Police Department in the City Manager's FY 2021-22 Proposed Budget. Police Department staff is preparing an Informal Staff report with details to be shared soon. Staff Contact: Frank Dixon, Police Department 2. Can we get a copy of the tax rate calculation form? Form 50-856 2021 can be found on the following website: https://comptroller.texas. gov/taxes/property-tax/truth-in-taxation/calculations.php Staff Contact: Heather Gray, Finance 3. Regarding the General Fund Revenues pie -chart (page 12 of the Proposed Budget Presentation): What is the difference between other revenues and transfers? The detailed back up for this chart can be found on page 77 of the Proposed Annual Program of Services. "Other Revenues" on the pie -chart is labeled as Miscellaneous Revenues in the book and is proposed to be $3,855,490 in FY 2021-22. Transfers is proposed to be $28,260,567 in FY 2021- 22. Examples of Miscellaneous Revenues include interest income, DISD contributions, and Little Elm dispatch service. Examples of Transfer revenues include ROI for water, wastewater, electric and admin transfers from utilities. Staff Contact: Heather Gray, Finance 4. Can we provide citizens access to the Balancing Act software in the Libraries? Each library facility has 12-25 public access computers. On Monday, August 9 at 8:30 a.m., a social media post to Facebook and Twitter will be made encouraging citizens to visit the public computers to use the Balancing Act software. In addition, Public Affairs is working to develop OUR CORE VALUES Integrity • Fiscal Responsibility • Inclusion • Transparency • Outstanding Customer Service 53 signage to promote the Balancing Act tool at the libraries. The signs should be posted by Monday, August 9. Staff Contact: Jennifer Bekker, Library 5. Can we look at options for expanding the TIRZ? The information provided is in response to a Council request on the growth and development in the Westpark Tax Increment Reinvestment Zone (TIRZ) No. Two and if it is possible to expand the TIRZ or create new zones in other areas of the City in order to capture the rapid growth in development and valuation. A TIRZ is a tool that local governments can use to publicly finance needed structural improvements and enhance infrastructure within a defined area in order to stimulate private development and redevelopment. An ad valorem valuation base is established in the first year, and the revenue from the increased valuation from subsequent years is allocated to development within the zone. Chapter 311 of the Texas Tax Code, the Tax Increment Financing Act, allows for amending the boundaries of a TIRZ. The Westpark TIRZ consists of approximately 800 acres and is located north of Airport Road in the largest industrially zoned area in the City. Staff is currently working on updating the valuation and projected revenue, of the over 3 million square feet of developments, in the Westpark TIRZ. Once this analysis is completed, staff can better explore if there is a need to expand the boundaries of the TIRZ and examine other considerations. This information will be brought to the TIRZ No. Two Board and City Council in the future. City staff have also started exploring if an additional industrial -focused TIRZ could be created in the future Loop 288 corridor, as a number of industrial developments are occurring in the approximately 700 -acre area that could require public improvements. Staff Contact: Erica Sullivan, Economic Development 6. Additional follow-up items were requested and require more in-depth research. These items will be presented to Council in an upcoming budget presentation: • Explanation and options regarding Franchise Fees • Explanation and options regarding Homestead Exemptions • Options for electric's Return on Investment (ROI) rate • Median vs Mean taxable values • Impact of approving various supplementals on the tax rate 2 54 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 21-1686, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding funding and use options for the development of a Sustainability Fund. City of Denton Page 1 of 1 Printed on 8/6/2021 powered by LegistarTM 55 11'1%1-0001� DENTON DEPARTMENT: ACM/CFO: DATE: SUBJECT City of Denton AGENDA INFORMATION SHEET Finance David Gaines August 10, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Receive a report, hold a discussion, and give staff direction regarding funding and use options for the development of a Sustainability Fund. BACKGROUND Denton Municipal Electric (DME) has been working with the developer of a high efficiency computing center on 31 acres proposed to be leased from the City at the Denton Energy Center (DEC). As a follow up from the August 3, 2021 work session discussion, staff is presenting options for establishing a Sustainability Fund in conjunction with the proposed data center project. Council may consider establishing a Sustainability Fund through ordinance in conjunction with proposed data center project. If established, the fund could be used for Council approved projects. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Staff presented information regarding the proposed project during the August 3, 2021 City Council meeting. EXHIBITS 1. Agenda Information Sheet 2. Presentation Respectfully submitted: Cassandra Ogden (940) 349-7195 Director of Finance 56 Sustainability Fund '' K" City Hall - East Entrance T Mayor & Council Offices x' City Council Chamber -- �` Council Work Session Room City Manager's Office is _ T City Secretary r Economic Development E- utility Administration 1. <-- Finance Administration E Accounting j Accounts Payable ; E Legal Department - - �•,.�, P Accessible Route August 10, 2021 ID21-1686 57 Background Follow up from August 3rd Work Session Proposed project to build a data center on 31 acres of leased land at Denton Energy Center Tenaska Power Solutions, LLC is the developer of the project The project is anticipated to provide rate stabilization for the Electric Fund and additional revenue to other funds through Franchise Fee and Return on Investment (ROI). Based on previous City Council discussion, direction sought for establishing a Sustainability Fund in conjunction with Data Mining prospect. August 10, 2021 I D21-1686 58 Franchise Fee & ROI Franchise Fee 5% of revenues paid from Utilities to General Fund for use of public right-of-way City has ability to set fee for municipally owned utilities Private utility fees set by State law for each industry Return on Investment (ROI) Capped by City Charter at 6% of Utility Net Investment D Electric — 6% of revenues, until FY 2023 returns to 3.5% Water — 3.5% of revenue Wastewater — 3.5% of revenue August 10, 2021 ID21-1686 59 Potential Non -Electric Fund Revenue Impact Based on Current DME Revenue Allocations Return on Investment (ROI) FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 Total Franchise Fees Total 100% $ 4,400,000 $ 4,400,000 $ 4,400,000 $ 4,400,000 $ 3,100,000 $ 20,700,000 5,500,000 $ 3,400,000 $ 3,000,000 $ 3,000,000 $ General Fund 20% $ 880,000 $ 880,000 $ 880,000 $ 880,000 $ 620,000 $ 4,140,000 Streets Fund 80% $ 3,520,000 $ 3,520,000 $ 3,520,000 $ 3,520,000 $ 2,480,000 $ 16,560,000 Return on Investment (ROI) 100% $ 5,500,000 $ 3,400,000 $ 3,000,000 $ 3,000,000 $ 2,200,000 $ 17,100,000 General Fund 100% $ 5,500,000 $ 3,400,000 $ 3,000,000 $ 3,000,000 $ 2,200,000 $ 17,100,000 Revenue Projections for Planning Purposes Total Transfers by Fund $ 37,800,000 General Fund $ 6,380,000 $ 4,280,000 $ 3,880,000 $ 3,880,000 $ 2,820,000 $ 21,240,000 Streets Fund $ 3,520,000 $ 3,520,000 $ 3,520,000 $ 3,520,000 $ 2,480,000 $ 16,560,000 General Fund Tax Rate Equivalent $ 0.053 $ 0.036 $ 0.032 $ 0.032 $ 0.024 $ 0.177 Franchise Fee 5% revenues paid from Utilities to General Fund 80% Streets Fund; 20% General Fund City has ability to set % for municipally owned utilities Auaust 10. 2021 ID21-1686 Return on Investment (ROI) Revenue Transfer to General Fund 6% in FY2022 (Returns to 3.5% in FY2023) City has ability to set % for municipally owned utilities 60 Potential Projects If Sustainability Fund established: Council, Sustainability Committee, and other Committees could develop annual work plan. Example Projects shown below. Potential Projects: Climate mitigation plan Support electric vehicle adoption D Acquire/restore green space D Air quality monitoring Increase energy efficiency D Water conservation programs Green infrastructure August 10, 2021 ID21-1686 61 Direction Receive direction on establishing a Sustainability Fund by Ordinance D Contingent on project (Zoning, Lease, & PPA - August 17, 2021) D Ordinance would be included on August 17, 2021 agenda If Sustainability Fund established: Funding : Determine Year 1 (FY 21-22) Funding (Contingent on actual revenues) '9 Consider long term funding options Work Plan Consider adopting annual work plan during Year 1 for implementation beginning Year 2 August 10, 2021 ID21-1686 62 Timeline August 17, 2021 — Council to consider approval of project September 21, 2021 - Budget adoption ► FY 2022 (Year 1) — Council to consider adoption of Sustainability Fund work plan D Fund will build necessary fund balance in Year 1 FY 2023 (Year 2) — Implementation of Sustainability Fund work plan August 10, 2021 ID21-1686 63 Questions? 64 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ,1Y www.cityofdenton.com DENTON Legislation Text File #: ID 21-1268, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the scope and connectivity options for the Westgate Roadway Improvement Project. City of Denton Page 1 of 1 Printed on 8/6/2021 powered by LegistarTM 65 41,1&�Iwsm DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects DCM David Gaines, Interim Deputy City Manager DATE: August 10, 2021 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www. cityofdenton.com Receive a report, hold a discussion, and give staff direction regarding the scope and connectivity options for the Westgate Roadway Improvement Project. BACKGROUND The 2014 Bond Program included funding to complete reconstruction of the southern segments of Westgate Road comprising 1,962 linear feet from Fladger Drive to Windsor Drive. City staff is working to complete all remaining projects from the 2014 Bond Program as expeditiously as possible. Westgate Road is currently the only point of access for residents of Fladger Drive, Darby Lane, Barrow Drive, and the northern segments of Westgate. The 2015 Mobility Plan and Draft 2020 Mobility Plan list the north/south portion of Westgate as a residential collector and include permanent connectivity to Bronco Way to the north. As a result of the current classification in the Mobility Plan, the amount of development that is planned and currently underway near Westgate, and the close proximity of Westgate to the new Denton High School campus, staff conducted preliminary research on potentially reconstructing the full extent of the current north/south portion of Westgate along with potential permanent connectivity to the east/west portion of Westgate and Bronco Way. On Thursday, May 20, City staff hosted a virtual community meeting on the Westgate Roadway Improvement Project, where thirty-four residents participated in the discussion. During the May 20 meeting, staff shared a presentation very similar to what was presented to the City Council during the June 8 Work Session (presentation from June 8 is attached as Exhibit 3). At the conclusion of the June 8 City Council Work Session, staff was directed to conduct a speed study of the Westgate area, and general consensus was provided by the City Council to fully reconstruct the current north/south extents of Westgate with a sidewalk and with the addition of a gate at the northern extent of Westgate that could only be used for emergency access purposes (a schematic depicting City Council direction provided on June is attached as Exhibit 4). Following the work session, staff engaged Kimley-Horn and Associates to conduct a traffic study, which was completed in July 2021 (study is attached as Exhibit 5. Staff also received a resident proposal on June 14 endorsed by eleven Denton residents (see Exhibit 6 for the full proposal), which included the following recommendations: Full reconstruction of Westgate to residential street standards, Eight -foot "hike and bike trail" on the east side of Westgate with signage, and 66 • Temporary access to Bronco Way with gravel road and clear signage indicating that Westgate is not a through street. Staff notified residents of the August 10 Work Session presentation using the attached letter, which was provided electronically to all residents who registered for the May 20 Virtual Community Meeting and other residents who have contacted staff about Westgate over the past three months (letter is attached as Exhibit 6). STAFF RECOMMENDATION During the August 10 Work Session, staff is seeking feedback from the City Council on the scope of the Westgate Roadway Improvement Project. During the presentation, staff will provide a recommendation based on results of the traffic study and additional research (a schematic is provided as Exhibit 8). The table below outlines staff's recommendation: Recommended Improvements Cost Estimai Permanent Connectivity of Bronco Way to East/West Westgate (2015 & Draft 2020 Mobility Plan)* $2,543,00 Temporary Connectivity of Westgate to Bronco Way -Asphalt (Built to Fire Department Standards) $63,00( Full Reconstruction of Westgate to Residential Street Standards with Permanent Connectivity to Bronco Way and 8' Sidewalk on East Side * $4,314,45 Staff Recommendation Total $6.920.45 *Consistent with resident recommendation The staff recommendation was determined based on the following key data points: • Connectivity of Bronco Way to East/West Westgate is consistent with the 2015 and Draft 2020 Mobility Plan. • Temporary northern connectivity during construction should be made to Bronco Way with asphalt because that is the most cost-effective option. • Full reconstruction of North/South Westgate to residential street standards with an eight -foot sidewalk on the east side and permanent connectivity to Bronco Way-East/West Westgate to: o Reduce costs for right-of-way acquisition and potential DME and franchise utility relocations while providing traffic capacity benefits similar to a residential collector street. o Provide important bicycle and pedestrian connectivity to residences on Westgate, Fladger, Darby, and Barrow as well as surrounding neighborhoods. o Address connectivity recommendations from traffic study and to provide additional capacity during construction I-35 North. o Provide a secondary emergency access point to the neighborhood because it has more than thirty homes, consistent with Section D107.1 of the 2012 International Fire Code and as recommended by the Fire Marshal. Direction from the City Council is needed so that staff can plan accordingly from a capital budgeting, project development, and construction coordination perspective. Based on feedback received during the August 10 Work Session, staff will include any additional scope components as a part of the FY 2021-2022 Capital Improvement Plan. After the project scope is finalized, necessary funding is identified, and preliminary design schematics are prepared, staff will host an additional community meeting to seek resident feedback on the preliminary project design. EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Presentation 67 Exhibit 3 — June 8 Presentation Exhibit 4 — Schematic of June 8 Work Session City Council Recommendation Exhibit 5 — Kimley-Horn and Associates Traffic Study Exhibit 6 — Resident Proposal Exhibit 7 — Resident Notification Letter Exhibit 8 — Schematic of Staff Recommendation Respectfully submitted: Rachel Wood Deputy Director of Capital Projects 68 OWN Westgate Improvements August 10,, 2021 Cl I'Y fjF DENTON I D 21-1268 1 69 Presentation Overview • Why are we here? • What has transpired to -date? • Traffic Study Results • Resident Compromise Proposa • Staff Recommendation • Westgate Improvement Project Options Matrix • Project Scope Direction from City Council • Questions I D 21-1268 70 Why are here? • 2014 Bond Program included street reconstruction, drainage, and utility upq �ades on Westgate from Fladger to Windsor ➢At a minimum, the project will require temporary connectivity to Bronco Way for residential access during construction • 2015 and Draft 2020 Mobility Plan classifies Westgateas a Residential Collector connecting to Bronco Way • Staff is taking a more holistic approach to capital project delivery, and assessed the entire area when consideringoptions for the final scope of the Wesgate Capital Improvement Project I D 21-1268 3 71 What has transpire &on% 11 n -date? •Staff hosted a Virtual Community Meeting on May 20 where 34 residents participated and over 50 questions were answered • City Council Work Session discussion on June 8 where staff was asked to conduct a traffic study and further refine option C,4 (see below) with the addition of a gate Option Westgate Improvement (Choose 1) Cost Estimate (Includes Utility Funding) A B Reconstruct Southern 3 Sections of Westgate (existing scope from 2014 Bond) Full Reconstruction of Westgate $2,489,000 $4,893,701 C Full Reconstruction of Westgate with 8' Sidewalk on East Side $5,115,701 Westgate Connectivity (Choose at least 1) 1 Temporary Connectivity of Westgate to Bronco Way $32,782 2 Permanent Connectivity of Westgate to Bronco Way $229,143 3 Temporary Connectivity of Westgate to east/west Westgate $180,225 4 Permanent Connectivity of Westgate to east/west Westgate $2,112,000 I D 21-1268 4 72 June 8 City Council Recommendation • Permanent connectivity of Bronco Way to E/W Westgate • Gate at northern extent of N/S Westgate • Temporary asphalt connectivity to Bronco Way during construction • Full reconstruction of N/S Westgate to residential collector standards with 8 -foot sidewalk on east side I D 21-1268 Exhibit 4 in Legistar ;,TE wu� PxTx w E5loExll�L �_ilE .o /a � W � IGKim DH. (Cl R1 ] eRa =WAV oorm�cxiorr %T—v .i'M TSR. iM73) MLWWALx 0 S�ErrLK aoiaeoMueRvracr RES]E�[33lE]ALBTAE>=E3TB/E TDh49RARY {ASPHhLTj 4ATE O 0' 340' 600` CONCEP=AL PIAN ONLY e� 73 What has transpire &on% P n -date? • Traffic Study was completed by Kimley-Horn and Associates • Resident Proposal received on June 14 •Staff conducted additional assessment of improvement options • Notification letter was distributed to all residents who registered for the May 20 Virtual Community Meeting them know about the August 10 Work Session letting I D 21-1268 74 Traffic Study Results Study included volume projections for existing conditions and projected future conditions without connectivity and with future connectivity between North-South Westgate and Bronco Way/East-West Westgate in 2026 and 2040. 2026 Scenario: Westgate Reconstructed with Permanent Connectivity to Bronco Way (AM Peak) 1� - Acceptable: Maintains a stable flow during peak traffic Tolerable: Approaching unstable flow with occasional waits during peak traffic Failing: Unstable flow with significant delay during peak traffic I D 21-1268 2026 Scenario: No Permanent Connectivity to Bronco Way (AM Peak) rJ _ 2040 Traffic Study Results 2040 Scenario: Westgate Reconstructed with Permanent Connectivity to Bronco Way (AM Peak) jillillillij Acceptable: Maintains a stable flow during peak traffic 0 Tolerable: Approaching unstable flow wlth occasional waits during peak traffic - Failing: Unstable flow with significant delay during peak traffic I D 21-1268 2040 Scenario: No Permanent Connectivity to Bronco Way (AM Peak) •+ 5 ' �L'i FF f� Traffic Study Findings • Retain the Westgate Drive/Bronco Way connection in the current 2015 and 2020 Draft Mobility Plan and continue plans toward design and construction based on the following findings: ➢More favorable operating conditions with the Westgate/Bronco Way connection ➢Optimum arterial spacing decrease trip lengths and produce fewer emissions ➢Westgate connectivity is an important multimodal opportunity for pedestrians and bicyclists ➢Will alleviate anticipated additional demand placed on Windsor Drive and Bonnie Brae Street due to upcoming construction projects ➢ Reconstructing Westgate to residential street standards will have similar traffic flow benefits to residential collector standards I D 21-1268 77 Resident Compromise Propose' • Received June 14, 2021 from eleven residents ➢Full reconstruction of Westgate to residential street standards ➢Eight -foot "hike and bike trail" on the east side of Westgate with signage ➢Temporary access to Bronco Way with gravel road and clear signage indicating that Westgate is not a througn street • Staff Assessment: ➢Reconstruction of Westqate to residential street standards is inconsistent with the 20T5 Mobility Plan and Draft 2020 Mobility Plan ➢An eight -foot sidewalk is part of the standard cross section for a residential collector street, not a residential street in order to meet Fire Department standards, ravel would be more expensive than a temporary asphalt connec?Ion I D 21-1268 78 Staff Recommendation Recommended Improvements Cost Estimate Includes Utility Funding Permanent Connectivity of Bronco Way to East/West Westgate (2015 & Draft 2020 Mobility Plan)* $2,543,000 Temporary Connectivity of Westgate to Bronco Way -Asphalt (Built to Fire Department Standards) $63,000 Full Reconstruction of Westgate to Residential Street Standards with Permanenent Connectivity to Bronco Way and 8' Sidewalk on East Side (no additional ROW acquisition anticipated, includes 2014 Bond estimate)* $4,314,455 Staff Recommendation Total $6,920,455 *Co°ns,s ent wif 4 res�ednef recommennceanioation h� WESTGATE 1 - - - - 28 00' i I F C7 I BRONCO WAY 10.00' PATH 00' SIDEWALK CONCEPTUAL PLAN ONLY 0' 40' Recommended configuration to minimize use of N/S Westgate for school traffic I D 21-1268 79 Staff Recommendation • Connectivity of Bronco Way to East/West Westgate is consistent with the Mobility Plan • Temporary connectivity to Bronco Way built with asphalt to reduce costs • Reconstructing North/South Westgate to residential street standards with eight -foot sidewalk on east side and permanent connection to Bronco Way ➢ Reduces costs for right-of-way acquisition and potential DME and franchise utility relocations ➢ Addresses connectivity recommendations from traffic study and will provide additional traffic flow during construction of 1-35 North ➢ Consistent with Fire Marshal recommendation and 2012 International Fire Code Section D107.1 that requires two separate and approved fire apparatus access roads for residential neighborhoods with >30 dwelling units I D 21-1268 Exhibit 8 in Legistar Temporary Connectivity Considerations June 8 City $30,000 Council Resident Staff Westgate Project Considerations Recommendation Proposal Recommendation Cost Estimate Reconstruct Southern 3 Segments of Westgate Way -Asphalt** X (existing scope from 2014 Bond) (Only Applies if Residential Street Standard is $2,489,000 Full Reconstruction of Westgate to Residential selected.) X Collector Standards with 8' Sidewalks (2015 & Draft 2020 Mobility Plan)* $2,626,701 Permanent Connectivity of Bronco Way to East/ West Westgate $2,543,000 Temporary Connectivity Considerations Temporary Connectivity of Westgate to Bronco $30,000 Way -Gravel** X $77,000 Temporary Connectivity of Westgate to Bronco X $1,677,630 Way -Asphalt** X $63,000 Alternative Considerations Emergency Access Gate $30,000 Full Reconstruction of Westgate to Residential Street Standards*** X $1,677,630 Increase 5' Sidewalk to 8' Sidewalk on Westgate (Only Applies if Residential Street Standard is selected.) X $147,825 June 8 City Council Recommendation Total Cost Estimate $7,751,701 Resident Proposal Total Cost Estimate $6,934,455 Staff Recommendation Total Cost Estimate $6,920,455 * Would require additional ROW and potential DME and franchise utility relocations **Built to Fire Department Standards 81 ***Residential Street Standards include 5' Sidewalks ID 21-1268 Next Steps • Seek direction on project scope from City Council • Select design firm and finalize design • Temporary or Permanent Repeal of Ordinance 93-108 (based on option selected) ➢ Mobility Committee, Traffic Safety Commission, and City Council consideration required • Coordinate project with residents, TxDOT, DISD, and franchise utilities ➢ TxDOT coordination on 1-35 North Widening ➢ DISD coordination on Bronco Way • Select construction contractor and begin construction I D 21-1268 82 Questions? I D 21-1268 15 83 OWN Westgate Improvements June 8,, 2021 Cl I'Y fjF DENTON I D 21-616 1 84 Presentation Overview • Development Updates (Rayzor Ranch/Denton High School Area) • Westgate Reconstruction Project Current Scope • Improvement Options for Westgate • Feedback from May 20 Community Meeting • Connectivity Considerations • Next Steps • Project Scope Direction from City Council • Questions I D 21-616 2 85 Known Private Prr�ior-+c Near Westgat( I D 21-616 3 86 Bronco Way Construction (DISD and Private Development Project) • Currently planned to be a four - lane divided roadway extending from Bonnie Brae to Westgate • DISD to construct the southern two lanes ➢ Anticipated completion date by August 2022 • Kings Ridge Ph. 2 to construct the northern two lanes ➢ Anticipated to begin construction in 6 months BARROW DR 3322 3321 3306 3316 3310 P 0 3301 5 3206 01 I D 21-616 WA 1�� ®I�III00A �� ®�IIII00B 4 87 Bonnie Brae Phase Scope • Widen Bonnie Brae to 4 lane divided roadway from University Drive to US -77 • Traffic signals at Windsor, Riney Road, & US -77 • New sidewalks/10-foot shared use trail • Drainage System Improvements • Water Main Upgrades • Street Light Installation Estimate at Completion - $30.5 Million Schedule — Begin Construction Quarter 4 2021 / Complete Construction Quarter 2 2023 Coordination — Multiple meetings with DISD on project. Possibility of including Riney Road extension for future elementary school site. Ongoing community engagement with upcoming community meeting prior to construction. ID 21-616 n. T)ATON Bonnie Brae Phase G - US 380 to US 77 BEALL LOOP 2B8 35 Ra �p 0 TRINITY co 0 J 2 J Future Denton High School J o 4 HERCULES J z ero = a- k ,� 5 p Tp 0d[rQ4N w Q4 ❑ �iy d U Z 4� z N WESTGATE w�� z z N U 4 o PRI�A7E EUFEMIA p BARROW ��e�ONC U SANTOS m G - RINEY vq 4� DEL z o LU o FRIVA�[ 0 0 d w N v ❑ w U 0 0 m .. q m m w } 4 Cl z U� M A < COFFEY WESTGLEN m LL JOHN v zNORTHRIDGE BAUER n x m m J 0 MAGNOLIA WINDSOR Y } } U❑ 0 d¢ N 4 z MIMOSA U Z d w ❑ 0 0 G W W o W z W ¢ ❑ PRIVATE HEADLEE } SAVt ° 0 ORKHILL T d LW7 Q w w 0 zw w ry STRATA Q F a D< z Z w J r U THUNDERBIRD AURORA¢ y 0 J w 4 w p 0 z r w d 0 m 4 A UGUSYA < J m CERROS ❑ ¢ z :2J o r TULANE fi a p L U Project Status AMHERST aA�4RA } In Deslgn UNIVERSITYLu 0 SUNSET — In Progress Newton Rayzor Elementary School WESTWAY,. Planned LU x 0 EMERY W WESTCHESTER z 0 EMERY J ' 88 LL Q U Windsor Drive Overpass (TxDOT Project) Scope • Windsor Drive Overpass, to be constructed as part of the 1-35/35E/35W Merge Project from 1-35E/W to US - 77 north of Denton. • Ultimate configuration will connect to Windsor, which will be widened to 4 -lane divided. Construction estimate is $1.2 million for the City to fully widen Windsor from Westgate to the frontage road. 1-35/35E/35W Merge Project Schedule • Right -of -Way Acquisition Complete —April 2021 • Utility Relocations Complete —June 2022 • 100% Design Complete —March 2022 • Let Date —January 2025 I D 21-616 89 Westgate Improvement - Option A Current Project from 2014 Bond Scope • Drainage Upgrades • Sewer Upgrades • Water Upgrades • Street Reconstruction Estimate at Completion.- $2,489,000 Includes 2014 Bond and Utility funding Schedule — Planned coordination with Bonnie Brae Phase 6 and Denton High School construction. Coordination — Work will be scheduled to minimize impacts to surrounding residents and Denton High School traffic. Temporary connectivity will have to be identified for residents during construction -related closures. Westgate Option A Street rebuilt to current 24' wide country lane standard New 1F Sewer Crossing New Drainage Culvert iMA J17 � FI i � ID 21-616 7 90 Westgate Improvement ,";onsiderations Access — Resident access to their homes during construction Temporary vs. Permanent Connectivity Options • Access to future Bronco Way • Access to Westgate • Potential connection to new east/west corridor Project Extent Considerations • Improve southern stretch of Westgate as intended with the 2014 Bond • Improve full, current north/south extent of Westgate (with option of adding sidewalks) • Permanent connection to East/West Westgate a and/or Bronco Way I D 21-616 8 91 Westgate Improvement - Option B Sco e: • Full reconstruction of north/south portion of Westgate • Drainage Upgrades • Water Upgrades • Sewer Upgrades Estimate at Completion: $4,893,701 Schedule: Dependent on completion of design, selection of contractor and funding availability. Considerations: • Additional right-of-way acquisition required. • Access for neighbors during construction needs to be addressed. Li T'/T 'w =-c-F777-T-1-7) r77T-re1-, F-T-� F --F-1 rT-, f -T-, • Does not include sidewalk connectivity. I D 21-616 92 Westgate Improvement - Option C Scope: • Full reconstruction of north/south portion of Westgate • Drainage Upgrades • Water Upgrades • Sewer Upgrades • 8' Sidewalk Collector (east side) Estimate at Completion: $5,115,701 Schedule: Dependent on completion of design, selection of contractor, and funding availability. Considerations: • Additional right-of-way acquisition required. • Access for neighbors during construction needs to be addressed. A C1 — m� v Westgate option C Street rebuilt to Collector 8' Wide Sidewalk one side I ID 21-616 w New Drainage Culvert o F� 8' Wide SidewalkI DRIVE A U I > L D DRIVE D New 8" Water Line From Flad ger to Coffey New 15" Sewer Crossing -LLU -U1j:5�jZ1- ��= Westgate Road Reconstruction Windsor to Northern End TPA PW Westgate Connectivity - Option 1 Scooe (Could tie-in to anv previous option): • Temporary connection to Bronco Way ➢ Southern two lanes of Bronco Way are being constructed by DISD as part of Denton High School ➢ Northern two lanes of Bronco Way will be constructed as part of Kings Ridge Phase II Development • Asphalt overlay with minor base improvements Estimate at Completion: $32,782 Schedule: Dependent on completion of design, selection of contractor, and funding availability. Considerations: • Heavy traffic projected in the area; temporary improvement may not be sufficient. • Traffic patterns will be changing with the new high school, it will be difficult to remove temporary access once established. Westgate Connectivity Options Option 1 Temporary roadway to Bronco Way I D 21-616 BARROW 4T; BRONCO WAY 94 Westgate ConnectivityOption 2 - Scope (Could tie-in to any previous option): • Permanent connection to Bronco Way • Drainage Upgrades Westgate Connectivity Options • Sidewalk Connectivity 4M Option 2 Estimate at Completion: $229,143 Schedule: Dependent on completion of design, selection of contractor, and funding availability. Considerations: • Would improve connectivity and provide another east/west corridor in a high growth area if tied to Bronco Way. • Would establish the alignment of the intersection of Westgate and Bronco Way, which could impact future development and right-of-way considerations. �i„ 61 I "7�&x Permanent roadway to Bronco Way Secondary Arterial (southern lanes only)' BARROW m BRONCO WAY- I D 21-616 12 95 Westgate Connectivity - Option 3 Scope (Could tie-in to any previous option): • Temporary connection to east/west Westgate • Asphalt overlay with minor base improvements Estimate at Completion: $180,225 Schedule: Dependent on completion of design, selection of contractor, and funding availability. Considerations: • Would improve connectivity and provide another east/west corridor. • Would establish the alignment of the intersection of Westgate and Bronco Way, which could impact future development and right-of-way considerations. • Would require the repeal of Ordinance 93- 108 to allow for temporary access. ';ESTATE I D 21-616 24' wide asphalt road — no curb BARROW r 13 96 estgate Connectivity Options ption 3 F mporary roadway to Westgate ';ESTATE I D 21-616 24' wide asphalt road — no curb BARROW r 13 96 Westgate Connectivity - Option 4 Scope (Could tie-in to any previous option): • Permanent connection to existing east/west portion of Westgate • Drainage Upgrades • Sidewalk Connectivity Estimate at Completion: $2,112,000 Schedule: Planned coordination with Bonnie Brae Phase 6 and Denton High School construction. Dependent on completion of design, selection of contractor, and funding availability Considerations: • Would improve connectivity and provide another east/west corridor. • Would establish the alignment of the intersection of Westgate and Bronco Way, which could impact future development and right-of-way considerations. • Would require the repeal of Ordinance 93- 108 to allow for permanent access. WESTGATE J. F I D 21-616 Westgate Connectivity Options Option 4 Permanent roadway to Westway Secondary Arterial 14 6RONCo WAY NN Ordinonce- 93-108 • Supported the closure of Westgate north of Barrow Street as a public street or thoroughfare indefinitely • Reason cited was the amount of traffic generated by the opening of the Stonehill Center Outlet Mall • Approved June 15, 1993 C 1 © Horny Toad Cafe & Bar Ston6hill Center 4 The Antique Ga Ilery westynie6� II c i � s�rrown. n T w imping World 4 of Denton 9 NI I One - Denton �I I� i RV Super Center q I, I I, Zimmerer Kubota & Equipment, Inc I� II, W Windsor nF II I I I D 21-616 Previous Connectivity R * coney nr wenglen or a a John ❑r 3 Sp n � � Bauer hr l W Wlndser Dr 14y 15 98 Feedback from May 20 Community Meeting (34 Participants) Against Permanent Connectivity • Speeding concerns • Safety concerns • Concern that temporary connectivity will become permanent • Concern of broken promise with repeal of 1993 Ordinance • ONCE ii gess to sidewcAs un Westgate • Openness to full reconstruction of existing north/south Westgate In Favor of Permanent Connectivity • Will address connectivity and mobility issues in high-growth area o Openness to sidewalks on Westgate o Openness to full reconstruction of existing north/south Westgate • Will provide another access point to Denton High School • Will provide a safer north/south route for bicyclists and pedestrians I D 21-616 Pie.] Connectivity Consideration • Permanent connectivity to Bronco Way and east/west portion of Westgate is consistent with the 2015 and proposed 2021 Mobility Plan • Permanent connectivity provides additional transportation options in a high- growth area and to the new high school • Temporary connectivity is the minimum requirement regardless of which improvement option is selected. Once traffic patterns are established for temporary connectivity, it will be difficult to remove that connectivity • Full reconstruction of the north/south portion of Westgate addresses existing roadway condition and drainage concerns and brining to collector standard is consistent with the 2015 and proposed 2021 Mobility Plan • Addition of 8' sidewalk along north/south portion of Westgate improves pedestrian access • Traffic calming options, including a right -in right -out turn island, could be installed to address traffic concerns on Westgate if permanent connectivity to Bronco Way is considered I D 21-616 100 Next Steps • Seek direction on project scope from City Council • Submit Capital Improvement funding request based on Council direction and secure funding • Finalize design • Coordinate project with TxDOT and DISD ➢ TxDOT coordination on 1-35 Widening ➢ DISD coordination on Bronco Way • Potential repeal of Ordinance 93-108 (based on option selected) ➢ Mobility Committee, Traffic Safety Commission, and City Council consideration required • Select construction contractor and begin construction I D 21-616 101 Westgate Improvement Options Overview WESTGATE OR BARROW OR z r d P FLADGER DR f p�Vr.6 DRIVE E COFFEY DR DRIVEA DRIVE D tr � o ❑ n _ <r r Ji - >11 j CONQUEST DR ui � m hqr PARIJAMENTDR rye PRIVATE DR WESTGLEM DR Westgate Improvement Options o Option A- Reconstruct Southern 3 Sections of Westgate (existing scope from 2014 Bond) a - Option BL Street Rabuiltt,o Collector [] z Option C: Street Rebuilt to Collector with B' Sidewalk on one side w Westage Connectivity Options Option 1: Temporary Connection to Bronco Way W WINDSOR DR 6 Option 2: Permanent Connection to Bronco Way N Option 3: Temporary Connection to EIW Westgate oCKp = F Option 4: Permanent Connection to EW Westgate v LL cw7 Bronco Way -Future 44 ane Divided Rodway ID 21-616 sPVlx GO_ o< � Y Option 19 102Z T 4 King- Ridge Phase 2 (North— 2 tans-] Denton ISO (Southam 2 Lanes) NORTH Project Scope Decision Matrix Option Westgate Improvement (Choose 1) Cost Estimate (Includes Utility Funding) A Reconstruct Southern 3 Sections of Westgate (existing scope from 2014 Bond) $2,489,000 B Full Reconstruction of Westgate $4,893,701 C Full Reconstruction of Westgate with 8' Sidewalk on East Side $5,115,701 Westgate Connectivity (Choose at least 1) 1 Temporary Connectivity of Westgate to Bronco Way $32,782 2 Permanent Connectivity of Westgate to Bronco Way $229,143 3 Temporary Connectivity of Westgate to east/west Westgate $180,225 4 Permanent Connectivity of Westgate to east/west Westgate $2,112,000 I D 21-616 20 103 Questions? I D 21-616 21 104 00' I TEND OF PROPOSED BRONCO WAY I END OF EX. WESTGATE DR. 24. WESTGATE DR. (E/W) & a Q h BRONCO WAY CONNECTION E~ w 3 WESTGATE DR. (N/S) SIDEWALK _ 2014 BOND PROJECT _ RESIDENTIAL STREET 37' B/B TEMPORARY (ASPHALT) GATE 0' 300' 600' CONCEPTUAL PLAN ONLY C� GATEI-25.00' 10.00' PATH RESIDENTIAL COLLECTOR--,,,,.. B/B TEMPORARY ACCESS (ASPHALT) f8' SIDEWALK FLADGER DR. RESIDENTIAL COLLECTOR 37' B/B ' SIDEWALK 1 105 a Q h E~ w 3 FLADGER DR. RESIDENTIAL COLLECTOR 37' B/B ' SIDEWALK 1 105 Kimley>»Horn MEMORANDUM To: Chandra Muruganandham Senior Traffic Engineer Transportation Engineering Division City of Denton, Texas From: Pete Kelly, P.E. Kimley-Horn and Associates, Inc. TBPE Registered Firm Number F-928 Date: August 4, 2021 Subject: Westgate Drive Traffic Study Denton, Texas INTRODUCTION & PURPOSE The City of Denton has retained Kimley-Horn to perform a traffic analysis of Westgate Drive / Bronco Way to determine the impact of this connection as proposed in the 2020 Denton Draft Mobility Plan. The current Draft Mobility Plan includes an east -west connection between Bonnie Brae Street and 1-35 NBFR along Westgate Drive / Bronco Way. The purpose of the study is to determine if the Westgate Drive connection provides improved network connectivity, sufficient intersection LOS, and adequate thoroughfare capacity within the study area network. Figure 1 shows the roadway connection as proposed by the Mobility Plan. Figure 1: Westgate Drive connection in Mobility Plan 106 Kimley»>Horn Page 2 Table 1 contains the scenarios, roadway conditions, assumptions, and traffic volumes that were implemented for the thoroughfare and intersection analysis. Table 1: Analysis Scenario Summary Scenario Roadway Conditions Development Assumptions Traffic Volumes Existing (2021) - No Build Existing Existing Existing 5 -Year (2026) - Existing + Nearby Existing + 5 years of growth at 3% per No Build Existing Developments year + Nearby Development Site Traffic 5 -Year (2026) - Existing + Westgate Drive Existing + Nearby Existing + 5 years of growth at 3% per Build Connector Developments year + Nearby Development Site Traffic 20 -Year (2040) - Existing + Nearby Existing + 19 years of growth at 3% per No Build Existing Developments year + Nearby Development Site Traffic 20 -Year (2040) - Existing + Westgate Drive Existing + Nearby Existing + 19 years of growth at 3% per Build Connector Developments year + Nearby Development Site Traffic STUDY AREA VOLUME PROJECTIONS Existing Conditions Currently, Westgate Drive (E -W) does not connect with Bronco Way, or Westgate Drive (N -S). Existing AM and PM peak hour traffic counts were obtained from various traffic impact analyses (TIAs)from adjacent developments that impact the study area. Total existing (2021) traffic was compiled from the following TIAs: • Kings Ridge TIA (Counts collected in 2018, grown at 3% for 3 years to 2021) o N Bonnie Brae Street & Riney Road/ Bronco Way o Windsor Drive& Westgate Drive • Perch Denton TIA (Counts collected in 2021, adjusted with 10% COVID adjustment factor) o N Bonnie Brae Street & Windsor Drive 2026 Conditions Total traffic (2026) was estimated by combining the volumes from all the sources provided below Consistent with each of the TIAs performed in the area, a 3% growth rate was used to estimate additional regional growth that is expected to occur in addition to the developments already planned. • Existing (2021) Traffic, grown at 3% for 5 years • Denton HS Site Traffic • Kings Ridge Site Traffic • CTC at Elm Site Traffic • Mark Apartments Site Traffic • Perch Denton Site Traffic 107 Kimley»>Horn 2040 Conditions Page 3 Total (2040) traffic consists of total existing traffic (2021), grown at 3% for 19 years, plus the total adjacent development site traffic. Total (2040) traffic was compiled from the following. • Existing (2021) Traffic, grown at 3% for 19 years • Denton HS Site Traffic • Kings Ridge Site Traffic • CTC at Elm Site Traffic • Mark Apartments Site Traffic • Perch Denton Site Traffic No Build vs Build Conditions As described in Table 1, the No Build condition does not includethe Westgate Drive/Bronco Way connection. The Build condition does include the Westgate Drive/Bronco Way connection. It is anticipated that the presence of the Westgate Drive/Bronco Way connection will alter traffic patterns in the study area by providing an additional east -west connection between 1-35 and Bonnie Brae Street. To analyze the Build condition, 5 -Year (2026) and 20 -Year (2040) traffic volumes were redistributed to incorporate the Westgate Drive connection with Bronco Way. Approximately 20% of the Denton High School site traffic was redistributed to accommodate the new connection in the Build scenarios. Other minor adjustments were made to various turning movements to accurately represent each scenario. Exhibits 1 & 2 show the total volumes of each roadway segment for both Build and No Build scenarios for Existing (2021), 5 -year (2026), and 20 -year (2040) analysis. Westgate Drive (N -S) Connection The current north -south Westgate Drive road segment does not connectwith the Westgate Drive (E- W) segment or the upcoming Bronco Way road segment. Current city fire code requires two access points for an area with 30 or more residences. This is to ensure adequate site access for emergencies and other safety concerns. Currently, Westgate Dr (N -S) only has access for emergency vehicles from the south, nearly 0.25 miles from Windsor Dr. The N -S connection is way be an important access point to provide a second access point to the adjacent neighborhood. In addition, the north -south connection of Westgate Drive provides an alternative route for pedestrians and bicycles, which improves the overall connectivity of the network. This connection of Westgate Drive to Bronco Way is vital in providing safe and efficient circulation of pedestrians and bicycles, especially to and from Denton High School. Connecting Westgate Drive (N -S) to Bronco Way could open a route for High School vehicle traffic to pass through to Windsor. If this is a concern to residents along Westgate Drive (N -S), the intersection could be constructed to provide limited access and minimize cut -through vehicular traffic while maintaining bicycle and pedestrian connectivity. One alternative for a limited access intersection design that could be considered is to provide a left -out only onto Westgate Drive (E -W) to IH -35 and right -in from Westgate Drive (E -W). This would result in no little to no school traffic onto Westgate Drive (N -S). We recommend providing the completion of this Westgate Drive (N -S) / Bronco Way connection for pedestrian, bicycle and a second point of access for emergency purposes. 108 Kimley)))Horn NO BUILD SCENARIO - TOTAL EXHIBIT 1 VOLUMES WESTGATE DRIVE STUD 109 N LEGEND: X (Y) X = AM Peak Hour Through Traffic Y = PM Peak Hour Through Traffic NOT TO SCALE Volumes may not sum from point to point due to rounding and presence of smaller driveways not included in analysis. X = 2021 Traffic X = 2026 Traffic X = 2040 Traffic Kimley)))Horn NO BUILD SCENARIO - TOTAL EXHIBIT 1 VOLUMES WESTGATE DRIVE STUD 109 Kimley)))Horn BUILD SCENARIO - TOTAL EXHIBIT 2 VOLUMES WESTGATE DRIVE STUD 110 N LEGEND: X (Y) X = AM Peak Hour Through Traffic Y = PM Peak Hour Through Traffic NOT TO SCALE Volumes may not sum from point to point due to rounding and presence of smaller driveways not included in analysis. X (Y) = 2021 Traffic X (Y) = 2026 Traffic X Y = 2040 Traffic Kimley)))Horn BUILD SCENARIO - TOTAL EXHIBIT 2 VOLUMES WESTGATE DRIVE STUD 110 Kimley»>Horn Page 6 THOROUGHFARE CAPACITY ANALYSIS In order to evaluate the capacity of the facilities within the study area, a thoroughfare capacity analysis was performed to determine the appropriate number of lanes needed to serve existing and future demand. The following roadway segments were included in the thoroughfare analysis: • Bronco Way / Westgate Drive, west of N Bonnie Brae St • N Bonnie Brae St, between Windsor Drive & Bronco Way • Windsor Drive, between Westgate Drive & N Bonnie Brae St The traffic condition criteria are based on the volume -to -capacity ratio for traffic volumes and roadway capacity. The roadway capacity values used in this analysis are shown in Table 2. Acceptable grades (LOS A,B) are assigned to roadways with Volume to Capacity (V/C) ratios below 0.65, while a failing grade (LOS E,F) is attributed to roadways with a V/C ratio over 1.0, indicating that carry capacity has been met or exceeded. An acceptable or tolerable traffic condition is equivalent to LOS D or better. Table 2: Traffic Condition Criteria for Thoroughfare Analysis V/C Ratio 0.00 0.65 1.00 Traffic Acceptable Tolerable V = Peak Hour Directional Volume (vehicles per hour) C = Per Lane Directional Capacity (vehicles per hour) Per lane directional capacity is assumed to be the following (per Denton Roadway Facilities Inventory): Two lane divided (Bronco Way/ Westgate Dr): 750 per hour per lane Four lane undivided (N Bonnie Brae St): 550 per hour per lane Four lane divided (Windsor Dr): 750 per hour per lane The thoroughfare capacity analysis tables are provided in the Attachments. These tables contain the V/C ratio and traffic condition for the thoroughfare segments analyzed in the study area through 2040. Exhibits 3-10 provide comparison thoroughfare capacities for the Build and No Build scenarios. Based on the results of the thoroughfare capacity analysis, the addition of the Westgate Drive/Bronco Way connection in the Build scenario is anticipated to provide more favorable operating conditions and lower V/Cs along Windsor Drive and Bonnie Brae Street in comparison to the No Build scenario. All thoroughfares are projected to operate at acceptable to tolerable conditions in both the build and no build scenarios through 2040. INTERSECTION CAPACITY ANALYSIS Capacity analysis results are listed in terms of LOS. LOS is a qualitative term describing operating conditions a driver will experience while traveling on a specific street or highway during a specific time interval. It ranges from A (very little delay) to F (longer delays and congestion). LOS D is considered the minimum acceptable LOS for City of Denton design and evaluation purposes. Table 3 shows the definition of level of service for signalized and unsignalized intersections. 111 Kimley»>Horn Table 3: Level of Service Definitions Level of Service Signalized Intersection Average Total Delay (sec/veh) Unsignalized Intersection Average Total Delay (sec/veh) A 510 5_10 B > 10 and :520 >10 and 5515 C >20 and :535 >15 and 5_25 D >35 and 1555 >25 and 5_35 E >55 and :580 >35 and :550 F >80 >50 The following intersections were included in the intersection analysis: • Westgate Drive (N -S) & Westgate Drive (E -W) / Bronco Way • Windsor Drive& Westgate Drive (N -S) Study area intersections were analyzed based on average total delay analysis for unsignalized intersections based on scenarios from Table 1. Tables 4 and 5 show the intersection operational results for the five scenarios during the weekday AM and PM peak hours, respectively. Based on the intersection capacity analysis, the study area intersections are anticipated to operate at an acceptable LOS during each of the five scenarios and conditions. Table 4: Traffic Operational Results —AM Peak Hour Table 5: Traffic Operational Results — PM Peak Hour Existing 20 -Year 5 -Year (2026) 5 -Year (2026) 20 -Year (2 21) (2 40) No Build Build (2040) Build INTERSECTION CONTROL APPROACH N N DELAY DELAY DELAY DELAY DELAY DELAY DELAY DELAY rEY / LOS (Sec/ LOS (Sec/ LOS (Sec/ LOS (Sec/ LOS ) Veh) Veh Veh) Veh Westgate Dr (N -S) & TWSC NB 10.2 B 10.6 B Westgate Dr/ Bronco Way WB 6.8 A 7.0 A 6.9 A 7.4 A 8.0 A Windsor Dr &Westgate Dr (N -S) TWSC SB 7.8 A 8.1 A 7.7 A 8.8 A 8.2 A Table 5: Traffic Operational Results — PM Peak Hour 112 Existing 20 -Year 5 -Year (2026) 5 -Year (2026) 20 -Year (2 21) (2 40) No Build Build (2040) Build INTERSECTION CONTROL APPROACH N N DELAY DELAY DELAY DELAY rEY / LOS (Sec/ LOS (Sec/ LOS (Sec/ LOS (Sec/ LOS ) Veh) Veh) Veh) Veh) Westgate Dr (N -S) & TWSC NB 9.3 A 9.6 A Westgate Dr/ Bronco Way WB 7.1 A 7.3 A 7.3 A 8.2 A 8.0 A Windsor Dr & Westgate Dr (N -S) TWSC SB 7.8 A 8.1 A 7.8 A 8.7 A 8.2 A 112 Kim ey>>> Horn Page 8 MULTI -MODAL CONNECTIVITY Arterial Spacing Under existing conditions, the east -west connections of Windsor Dr and Loop 288 are located approximately 1 mile apart. Based on currently available research and common industry practices, transportation networks are optimized when arterial roadways are placed at a spacing of/z mile. This level of connectivity reduces congestion along roadways and at intersections by providing travelers a variety of route choices rather than constraining them. This also lowers vehicle -miles travelled (VMT), decreases trip lengths, and produces fewer emissions due to less fuel being consumed when traversing the roadway network. The addition of the Westgate Drive/Bronco Way connection is recommended, as it would provide a critical E -W connection in the study area and bring the average E -W arterial spacing closer to % mile between Loop 288 and Windsor Drive, thereby accomplishing the goals described above and providing a more optimized and connected network. Bicycles and Pedestrians Currently, pedestrian and bicycle facilities are limited in the study area. Students and other foot traffic within the study area are limited to a single sidewalk along N Bonnie Brae Street and another along Windsor Drive. Denton County Transportation Authority, DCTA, does not currently provide bus or transit services to the study area. With the new Denton High School being completed soon, increases in pedestrian and bicycle traffic are expected along each of the study area segments. The Westgate Drive connection to Bronco Way is recommended, as it will provide a safe, lower speed, and lower volume route for bicyclists and pedestrians to access the new Denton High School. The need for this connection as it relates to pedestrian and bicycle safety was also reinforced by public feedback provided in the Mobility Planning process. Construction Impacts IH -35: TxDOT plans to reconfigure various ramps and interchanges of 1-35 adjacent to the study area. During construction the 1-35 & Windsor Drive connection will be impacted. Westgate Drive will provide an alternative route for E -W connectivity during 1-35 construction. In addition, the ramps south of US 380 will be reversed, and an additional off -ramp just north of the intersection will be added, which will provide direct access to the 1-35 NBFR at Windsor Drive. This change is anticipated to relocate a portion of traffic currently accessing the study area via US 380 to Windsor Drive. TxDOT also plans to rebuild the 1-35 & Loop 288 interchange and provide a north -south U-turn lane, which will make Windsor Drive a more viable option for vehicles exiting the study area with the intention of traveling on 1-35 southbound. Due to these changes, it is anticipated that there will be an increased demand for E -W connectivity to the 1-35 NBFR within the study area. According to the Denton Draft Mobility Plan, Bonnie Brae Street is planned to be widened to a four - lane divided cross section. During the construction, Windsor Drive and Westgate Drive can act as an alternate route to Bonnie Brae Street and alleviate any additional congestion caused by construction within the study area. As previously outlined, the addition of the Westgate Drive/Bronco Way E -W connection and the Westgate Drive N -S connection are recommended, as they will also aid in preventing Windsor Drive and Bonnie Brae Street from being overwhelmed with this increase in demand during construction. 113 Ki m ey >>> H o r n Page 9 CONCLUSIONS & RECOMMENDATIONS Based on the analysis performed, all thoroughfares and scenarios are anticipated to function at acceptable to tolerable operating conditions. All study area intersections also are anticipated to operate at an acceptable LOS in all scenarios analyzed. Multi -modal connectivity is limited in the study area, with no transit service or adequate bicycle and pedestrian facilities. TxDOT plans to realign interchange of US 380 & 1-35, adding an additional off -ramp near Windsor Drive that will relieve US 380 and add demand to Windsor Drive. It is recommended that the City of Denton retain the Westgate Drive/Bronco Way connection as shown in the current 2015 Mobility Plan and the 2020 Draft Mobility Plan, and continue plans toward design and construction, based on the findings presented below. The E -W connection is shown as a secondary arterial on the mobility plan and the N -S connection is shown as a collector, but these connections could also be constructed as a collector (E -W) and a neighborhood residential street (N -S), respectively, while providing similar benefits. • Windsor Drive and Bonnie Brae Street are anticipated to operate at more favorable operating conditions with lower V/C ratios with the Westgate Drive/Bronco Way connection. • The connectionwill provide optimum arterial spacing that is anticipated to lower total VMT, decrease trip lengths, and producefewer emissions. • The Westgate Drive (N -S) connection to Westgate Drive (E-W)/Bronco Way is an important connection for pedestrian and bicycles, secondary neighborhood access. • The proposed connections can help alleviate anticipated additional demand placed on Windsor Drive and Bonnie Brae Street due to the TxDOT 1-35 and Bonnie Brae Street construction projects. If you have any questions, please contact me at pete.kelly(a-)kimley-horn.com or by phone at 817-339- 2279. ATTACHMENTS 1. Thoroughfare Capacity Analysis Tables 2. Thoroughfare Capacity Analysis Maps 114 Kimley»>Horn Bronco Way Thoroughfare Capacity Page 10 Bronco Way AM Peak Hour PM Peak Hour Scenario Direction V/C Traffic V/C Traffic Vol Vol Ratio Condition Ratio Condition EB 0 0.00 Acceptable 0 0.00 Acceptable Existing (2021) WB 0 0.00 Acceptable 0 0.00 Acceptable No Build Total 0 0.00 Acceptable 0 0.00 Acceptable EB 0 0.00 Acceptable 0 0.00 Acceptable 5 -Year (2026) WB 792 1.06 Failing 334 0.45 Acceptable No Build Total 792 0.53 Acceptable 334 0.22 Acceptable EB 359 0.48 Acceptable 203 0.27 Acceptable 5 -Year (2026) WB 675 0.90 Tolerable 298 0.40 Acceptable Build Total 1,034 0.69 Tolerable 501 0.33 Acceptable EB 0 0.00 Acceptable 0 0.00 Acceptable 20 -Year (2040)- No WB 792 1.06 Failing 792 1.06 Failing Build Total 792 0.53 Acceptable 792 0.53 Acceptable EB 409 0.55 Acceptable 249 0.33 Acceptable 20 -Year WB 679 0.91 Tolerable 305 0.41 Acceptable (2040) - Build Total 1,088 0.73 Tolerable 554 0.37 Acceptable 115 Kimley»>Horn N Bonnie Brae Street Thoroughfare Capacity Page 11 N Bonnie Brae St AM Peak Hour PM Peak Hour Scenario Direction V/C Traffic V/C Traffic Vol Vol Ratio Condition Ratio Condition NB 133 0.12 Acceptable 214 0.19 Acceptable Existing (2021) SB 349 0.32 Acceptable 458 0.42 Acceptable No Build Total 482 0.22 Acceptable 672 0.31 Acceptable NB 887 0.81 Tolerable 576 0.52 Acceptable 5 -Year (2026) No Build SB 870 0.79 Tolerable 766 0.70 Tolerable Total 1,757 0.80 Tolerable 1,342 0.61 Acceptable NB 746 0.68 Tolerable 496 0.45 Acceptable 5 -Year (2026) Build SB 782 0.71 Tolerable 715 0.65 Tolerable Total 1,528 0.69 Tolerable 1,211 0.55 Acceptable NB 967 0.88 Tolerable 703 0.64 Acceptable 20 -Year (2040)- No SB 1,078 0.98 Tolerable 1,035 0.94 Tolerable Build Total 2,045 0.93 Tolerable 1,738 0.79 Tolerable NB 818 0.74 Tolerable 611 0.56 Acceptable 20 -Year SB 988 0.90 Tolerable 984 0.89 Tolerable (2040) - Build Total 1,806 0.82 Tolerable 1,595 0.73 Tolerable 116 Kimley»>Horn Windsor Drive Thoroughfare Capacity Page 12 Windsor Dr AM Peak Hour PM Peak Hour Scenario Direction V/C Traffic V/C Traffic Vol Vol Ratio Condition Ratio Condition EB 207 0.14 Acceptable 134 0.09 Acceptable Existing (2021)F WB 75 0.05 Acceptable 155 0.10 Acceptable No Build Total 282 0.09 Acceptable 289 0.10 Acceptable EB 259 0.17 Acceptable 170 0.11 Acceptable 5 -Year (2026) WB 104 0.07 Acceptable 190 0.13 Acceptable No Build Total 363 0.12 Acceptable 360 0.12 Acceptable EB 181 0.12 Acceptable 120 0.08 Acceptable 5 -Year (2026) WB 85 0.06 Acceptable 158 0.11 Acceptable Build Total 266 0.09 Acceptable 278 0.09 Acceptable EB 382 0.25 Acceptable 250 0.17 Acceptable 20 -Year (2040)- No WB 149 0.10 Acceptable 282 0.19 Acceptable Build Total 531 0.18 Acceptable 532 0.18 Acceptable EB 266 0.18 Acceptable 176 0.12 Acceptable 20 -Year WB 123 0.08 Acceptable 236 0.16 Acceptable (2040) - Build Total 389 0.13 Acceptable 412 0.14 Acceptable 117 rf>, � �� '� ��� --,Riney-R•• � �Fladge�-L-'� m y, s U. ♦ r� ti a' . .. ' � 'ill:_ '_ __ in���l•A•l�l•A.. .TN .•��1_lrr �. SC �u.yler-S 1{t' �_ �2oz 1 [[["'G0oY'� � T , IV" Ll�-Rce 4w LU -Fia ger-L) z Z 0 ar - 45-- o2lr:co co 1 0% Q. `N Awler--S —Rine ..Rd -i r Tj .06 - w ' ¢ U) F h w , IFI m ad( W � � m ,�# Z 1 • e Z m ' a 1 16I S W � . Riney R. i r r s w - -Fiaelger- L) 'rl* 4t' ❑ `� .1. ` w « .• r s — 1 •' - o :. F � � C.pff.ey$Dr�,it -� "� n ■ i �_ .(��L -. ..Pll'11CA'!rn NTnr7 flr - ar scf�u.y�er-S-s i c= U `� "' ��• i rf>, � �� '� ��� --,Riney-R•• � �Fladge�-L-'� m y, s U. ♦ r� ti a' . .. ' � 'ill:_ '_ __ in���l•A•l�l•A.. .TN .•��1_lrr �. SC �u.yler-S 1{t' �_ �2oz 1 [[["'G0oY'� � T , IV" Ll�-Rce 4w LU -Fia ger-L) z Z 0 ar - 45-- o2lr:co co 1 0% Q. Sehrvler--S - 1, 2 44 •✓r +Aj +. 40 . . Fl � ! W - 1 41 �r O�r'i�rT+r�� '� r r 1� w, \ � Y. � Dasa•, l .. � l `D t C~ 0 4ti 1oh`ri�Dr�4tu` ca 4 Schu.yler-St 1 -_ {1(t., :Goode _ I�. ! • ahLE� ti fir. • fL .. Ur a •�, �. WESTGATE COMPROMISE PROPOSAL 6-14-21 PROPOSAL 1. Westgate from Fladger to the "dead end" should be built to look just like the other three adjacent streets (Fladger, Darby and Barrow). These other three streets have curb and gutter, are paved with asphalt, and are 30-32 ft wide. The current Westgate is only 20 ft wide. The northern half of Westgate has not been touched by any repairs in the last ten years and is in very poor shape. 2. An eight -foot -wide concrete bike/hike trail should be built on the east side of Westgate. There is 15 feet from the pavement to the barbed wire fence. The trail can go all the way from Windsor to Bronco Way. Walkers and bicycles can use it. DISCUSSION The bike/hike should please the neighbors to the south of the creek and south of Windsor because their kids would have access to the school and everyone would have a new bike/hike trail. This proposal would: 1. keep through traffic off Westgate 2. improve our drainage on Westgate. 3. keep our neighborhood walkable. 4. not cut down any trees along Westgate 5. make all four adjacent streets "equal." TEMPORARYACCESS DURING CONSTRUCTION The second issue is the "temporary" access while the southern part is being rebuilt. The north end should have a temporary gravel road so residents can get in and out. If paved, it would temp more non-residents to enter. With good/clear signage, most non-residents who want to come onto Westgate southbound will understand it is not a through street. "LOCAL TRAFFIC ONLY' or "NO OUTLET" or "NOT A THROUGH STREET" When Westgate is finished these same type of signs should be placed at the south end, as well as a nice PARD sign that says "Westgate Hike and Bike Trail." Proposed by David Martin, Darby Lane 126 NEIGHBOR RESPONSE TO THIS PROPOSAL Sounds like a good plan David. Rhonda Rodriguez, Westgate Drive David, This is the best idea yet. Linda Beckley, Westgate Drive Thank you for your efforts. think it's a great idea if they (the city) would do exactly that. Russell Thompson, Westgate Drive like it. Sounds like a good proposal! Tammy Eppler, Darby Lane Sounds like a good plan. Sher Smith, Westgate Drive David this seems like a very fair compromise and helps get the main road up to par with the rest. Trent Feenker, Darby Lane David, thank you. This sounds fair. We agree with that plan. Patrick & Michelle Coughlin, Darby Lane personally think our side of Westgate is fine ... there are no potholes, no crumbling issues, it's not really a bad road. So, I don't think anything really needs to be "fixed" and I really like that since there are no curbs on this side, no one parks along the street. As soon as there are curbs and the school is open, school kids are probably going to line the whole street with parked cars & they'll walk to school along the sidewalk from here. But if there is a push to have something done, I'm ok with the sidewalk on the east side of the street. Don't really care about curbs or widening or even fixing drainage, but I get that this will likely happen anyway. 127 also don't think the temporary exit on the north side needs to even be asphalt. It could be gravel which would make people (non -neighborhood people) less inclined to use it as well. Carrie Bulgier, Westgate Drive Another thing is that we did not seek out street repairs or improvements. The change is out of necessity due to Fladger to Windsor repairs on Westgate due to the condition and scores of the road and bridge in 2014. The northern end of Westgate has deteriorated to the point of requiring work. This is not at our behest but because of road conditions that require action. We do not want another way in or out. We've been here 26 years and the only time we were without ingress or egress was the recent 18 -wheeler debacle. am not concerned about the push back from the neighbors to the south for a northern opening for cars if there is pedestrian and bicycle access. They will not be impacted by the auto traffic because their homes don't face Westgate where the traffic will dramatically increase and they have a Windsor outlet. The city repairs their streets as needed and presumably the traffic there is them, their visitors and delivery vehicles. This is a far cry from high school traffic they want to dump on Westgate. understand what you are saying about gate maintenance and signs for neighborhood access only. If there is no impediment, there will be many who will use it regardless of signage. Melanie Gearhart, Darby Lane Sounds like a proposal where everyone wins ..... We like it Craig n Kay Stensgard Darby Lane 128 Capital Projects/Engineering Department TY CI 4OFAl ON 401 N. Elm St., Denton, TX 76201 • (940) 349-8910 August 2, 2021 NOTICE OF AUGUST 8 CITY COUNCIL WORK SESSION ON WESTGATE CIP Dear Resident or Property Owner: You are receiving this notification because you participated in the Westgate Capital Improvement Project (CIP) Virtual Community Meeting on Thursday, May 20, 2021, or you have contacted staff regarding plans to reconstruct Westgate over the past three months. As described during the May 20 Virtual Community Meeting, the Westgate CIP will include street reconstruction and upgrades to the drainage and utilities in the area. The Westgate CIP is in the initiation phase, and the project scope is currently being refined. Following the May 20 Virtual Community Meeting, staff provided a similar presentation to the City Council during a work session on June 8. At the conclusion of the June 8 City Council Work Session, staff was directed to conduct a speed study of the Westgate area, and general consensus was provided by the City Council to further refine options to fully reconstruct the current north/south extents of Westgate to include a sidewalk and the addition of a gate at the northern extent of Westgate that could only be used for emergency access purposes. City staff will provide an overview of the traffic study that was conducted, describe additional analysis that staff performed, and will seek City Council feedback on what the final scope of the Westgate CIP should entail. The August 10 City Council Work Session is a public meeting that is currently scheduled to begin in the City Council Chambers (215 E. McKinney Street) at 2:00 p.m. The meeting will stream live from the City of Denton's website, and meeting materials will be posted online by 5:00 p.m. on Friday, August 6 here: www.cityofdenton.com/publicmeetings City of Denton Contact Information: Residents are welcome to contact City staff using the contact information below with any questions or concerns regarding the Westgate CIP, or the upcoming City Council Work Session. Rachel Wood, Deputy Director of Capital Projects Rachel. Wood(a�cityofdenton. com 940-349-7718 - IMPROVING DENT N OUR CORE VALUES Integrity • Fiscal Responsibility • Transparency • Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 129 OF EX. WESTGATE DR. OF PROPOSED BRONCO WAY 0.00' PATH RESIDENTIAL STREET 28' B/B WESTGATE DR. (E/W) & BRONCO WAY CONNECTION WESTGATE DR. (N/S) SIDEWALK 2014 BOND PROJECT RESIDENTIAL STREET 28' BB TEMPORARY (ASPHALT) CONCEPTUAL PLAN ONLY TEMPORARY ACCESS (ASPHALT) -8' SIDEWALK FLADGER DR. RESIDENTIAL STREET8 SIDEWALK 28' B/B 130 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiiwlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1089, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Complete a comprehensive Environmentally Sensitive Area (ESA) inventory City of Denton Page 1 of 1 Printed on 8/6/2021 powered by Legistar' 131 DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office ICM: Sara Hensley DATE: August 10, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com SUBJECT Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Complete a comprehensive Environmentally Sensitive Area (ESA) inventory BACKGROUND During the annual City Council retreat on Saturday, August 17, 2019, the City Council agreed to a process to ensure there is a consensus of the City Council regarding the use of staff time when responding to requests from elected officials that anticipate taking more than two hours to complete or if there is a City Council policy decision to be made. The process developed during the retreat was further discussed and formally adopted at the August 27, 2019 City Council meeting (Exhibit 2). Staff will review one outstanding request for information per elected official during each work session. The weekly work session process will include staff introducing the requested topic followed by the requesting elected official having up to one minute to describe and justify their request. Remaining elected officials will then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request. Staff will respond to all requests where a consensus of at least four elected officials is established. Responses will be provided in the requested format including Informal Staff Reports, Legal Status Reports, City Council work session topics, or ordinances and resolutions to be considered on future City Council agendas. The following item will be discussed during this work session: 1. Complete a comprehensive Environmentally Sensitive Area (ESA) inventory a. Requestor: Council Member Beck b. Council Member Request. "In the Friday Reports on 7/16/21 and 7/23/21, staff expressed a desire to undertake a comprehensive inventory of our Environmental Sensitive Area (ESA) assets from inception in 2002 to 2021, including: "various data and spatial analysis involving the ESA map for capturing additional information that might be pertinent for the map end-users (staff, developers, consultants, etc.) and policy makers" but noted it would take significant time and asked for it to be included as a council request. Here I provide the mentioned request from council and ask that the features survey included in the asset inventory denote (but are not limited to): • Location • Start dates • Modification dates 132 • Removal dates • Composition of ESA (Riparian, Upland Habitat, etc ) • Area at each date item • Description of any modifications, including Development project ID • Notation of administrative removals • *ANY OTHER* features desirable to staff, e.g. DCAD ID. This data will be critical to updating COE, SFAC, PARD, and DCRC frameworks, as well as the 2030 Comprehensive Planning and Mobility planning currently underway." c. Staff Information: Staff has been working on improving the environmentally sensitive areas (ESAs) map since last March. The undergoing geographic information system (GIS) work includes all the attributes requested by council member Beck. The improvements have been completed and available for viewing for riparian buffers ESAs. Work has started for the Cross Timbers upland habitat. Staff estimates an average of 30 hours of work for each type of ESA, for a total of 120 staff hours. Environmental Services does not have a dedicated GIS staff and work is performed by staff with additional duties resulting in longer completion times. Staff estimates an approximate cost of $5,000 - $8,000 if the work were to be outsourced for accomplishing it sooner. No funds have been budgeted for outsourcing this work. d. Date requested: July 29, 2021 e. Format for response: Report EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Ordinance No. 19-2026 Exhibit 3 — Presentation Respectfully Submitted: Stuart Birdseye Assistant to the City Manager 133 AN ORDINANCE OF THE CITY OF DENTON ADDING SECTION 2-30 TO THE CODE OF THE CITY OF DENTON AND ADOPTING PROCEDURES FOR MEMBERS OF THE CITY COUNCIL TO SUBMIT INFORMATION REQUESTS TO STAFF AND ESTABLISH CONSENSUS REGARDING THE USE OF STAFF TIME WHEN RESPONDING TO REQUESTS ESTIMATED TO TAKE GREATER THAN TWO HOURS TO COMPLETE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council makes regular inquiries of staff including service requests, clarification on City Council and Committee agenda items, and for policy research; and ��JATJ NJ #WA% regarding the use of staff time when responding to requests from elected officials; and WHEREAS, the City Council now desires to formally adopt the new City Council request [�rocedures to help ensure the most effective use of staff time when responding to requests from individual elected officials; NOW THEREFORE, SEC " TI ' 0 " N 111. The following provisions shall be established and incorporated into Chapter 2, Article II, Section 2-30 of the Code of Ordinances of the City of Denton, as the definitions and ,porinciples supporting a new process for City Council Requests for Information or Work Sessions. WE= (a) Definitions. I (1) For purposes of Section 2-30 the following definitions apply: a. "Request for Information" — Requests made by a member of the City Council to seek clarification on Board, Commission, Committee or City Council agenda items; address perceived service issues, infrastructure maintenance, or construction concerns caused by or impacting City operations and/or the quality of life for Denton residents; and requests for policy -related research to evaluate policies implemented by other agencies and/or assess the impact a new policy or potential program may have if implemented by the City of Denton. b. "City Staff' — Includes employees of the City of Denton consisting of, or reporting to, the City Manager or City Attorney. 134 (b) City Council Requests for Information from City Staff. (1) All City Council requests for information from City Staff, must be submitted to the City Manager's Office via email and include at a minimum, the following details: a. Request Type; b. Purpose; c. Time Sensitivity; and d. Preferred Response Format. (2) The City Manager's Office and/or the City Attorney's Office will estimate the amount of time required to respond to each request. (3) Requests estimated to take more than a total of two hours to complete will be brought forward within the next 30 calendar days, to a City Council work session to seek consensus from the full City Council regarding the use of City Staff time to fulfill the request. Requests for information referred to a work session will follow the procedures provided in sub -section (b) of Section 2-30. (c) City Council Requests for Information Referred to a Work Session, (1) A standing work session item will be added to each City Council agenda for City Council requests to be considered. a. The requesting Council Member will be required to provide a clear, written explanation describing the reason for the information requested. This description will be included as an attachment to the work session agenda materials and must be provided to the City Secretary in time to fully comply with Texas Open Meeting Act requirements. (2) During the work session, the requesting Council Member will have a maximum of one minute to describe and justify their request. a. Remaining Council Members will then have a maximum of one minute each to provide feedback and indicate their support for the use of City Staff time to respond to the request, (3) City Staff will respond to all requests where a consensus of at least four elected officials is established. Each elected official will also have the option to request City Staff respond to a maximum of two requests per quarter where a consensus is not met, provided each request in this category is not estimated to take more than a total of ten City Staff hours to complete. To the extent possible, responses will be make in the requested format including Informal Staff Reports, Legal Status Reports, City Council work session topics, or ordinances and resolutions to be considered on future City Council agendas. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. 135 S„ECTION 3, To the extent not otherwise provided, this ordinance shall repeal every prior ordinance in conflict herewith, but only insofar as the portion of such ordinance shall be in conflict; and as to all other sections of the ordinance not in direct conflict herewith, this ordinance shall be and is hereby made cumulative except as to such prior ordinances or portions thereof as are expressly repealed hereby. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. ro ordinance was made by m Y The motion to app ve this and seconded bythe ordinance was passed and a approved by tlie following vote Aye Nay Abstain Absent Mayor Chris Watts: Gerard Hudspeth, District 1: Keely Briggs, s District 2:`" Jesse Davis, District 3: q, John Ryan, District 4: �,/ Deb Armmtor, At Large Place 5: --- ... k,", Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the °, day of'2019, ------- C11, 1 IS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY APPROVED AS TO LEGAL FORM: AARON LEA, J CITY A"l 1 ����1�NI'Y BY:�. r 1 _ f....... 136 r= DENTON .,i • IL �r.T �I I" L. 7I t .. CITY fly DENT LF irbolt Co.un .' , a ' + .; •(1: t * 4 40Pwasfi L.211 r- a _ qr rTiv : r ma ion is City Council Meeting Au"gust 10, 2021 Pirw. }, s.;R DENTON Pirw. }, s.;R Work Session Process • Up to seven requests will be reviewed per meeting (one per Council Member) • Staff will introduce each request • The elected official that made the request will have up to one minute to describe and justify their request • Remaining elected officials will provide feedback and indicate to respond to the request then have up to one minute to their support for the use of staff time • Staff will respond to all requests where a consensus of Council is established I" Legistar ID: 21-1089 August 10, 2021 2 Item 1 Complete a comprehensive Environmentally Sensitive Area (ESA) inventory Requestor: Council Member Beck • Council Member Request.' "In the Friday Reports on 7116/21 and 7/23/21, staff expressed a desire to undertake a comprehensive inventory of our Environmental Sensitive Area (ESA) assets from inception in 2002 to 2021, including: various data and spatial analysis involving the ESA map for capturing additional information that might be pertinent for the map end-users (staff developers, consultants, etc.) and policy makers' but noted it would take significant time and asked for it to be included as a council request. Here I provide fhe mentioned request from council and ask that the features survey included in the asset inventory denote (but are not limited to): • Location • Start dates • Modification dates • Removal dates • Composition of ESA (Riparian, Upland Habitat, etc ) • Area at each date item • Description of any modifications, including Development project ID • Notation of administrative removals • *ANY OTHER* features desirable to staff, e.g. DCAD ID. This data will be critical to updating COE, SFAC, PARD, and DCRC frameworks, as well as the 2030 Comprehensive Planning and Mobility planning currently underway. "Staff lnformation: Article III of the City of Denton Code of Ordinances designates the qualifications and rules ofrocedure for matters as they relate to Boards, Commissions, and Committees. Sec. 2-61 details that each member of a board or commission shall be a qualified voter of the city. An amendment to this section would require an amendment to the Code of Ordinances. Additionally, some city boards are provided for in the Charter. Depending upon the scope of the changes requested, the estimate for staff time is approximately 10-20 hours. If a charter amendment is necessary, an election will require significant lead time in order to coordinate a citizen's committee draft necessary language and documents, call an election, comply with all necessary requirements, develop education and materials, and more. An estimate of staff time to prepare for a charter amendment election would be conservatively figured in the 100+ hours range. • Staff Information. Staff has been working on improving the environmentally sensitive areas (ESAs) map since last March. The undergoing geographic.information system GIS) work includes all the attributes requested by council member Beck. The improvements "have been completed and available for viewin for riparian buffers ESAs. Work has started for the Cross Timbers upland habitat. Staff estimates an average of 30 hours of work for each type of ESA, for a total of 120 staff hours. Environmental Services does not have a dedicated GIS staff and work is performed by staff with additional duties resulting in longer completion times. Staff estimates an approximate cost of $5,000 - $8,000 if the work were to be outsourced for accomplishing it sooner. No funds have been budgeted for outsourcing this work. • Requested Format for Response: Report Legistar ID: 21-1089 August 10, 2021 3 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1671, Version: 1 AGENDA CAPTION 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 pertaining to the purchase of renewable energy; discuss and deliberate renewable energy strategies. City of Denton Page 1 of 1 Printed on 8/6/2021 powered by Legistar' 140 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON File #: ID 21-1355, Version: 1 Legislation Text AGENDA CAPTION Consider the approval of the minutes for July 27 and August 2, 2021. City of Denton Page 1 of 1 Printed on 8/6/2021 powered by LegistarT" 141 DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: City Secretary's Office ICM: Sara Hensley DATE: August 10, 2021 SUBJECT Consider the approval of the minutes for July 27 and August 2, 2021. BACKGROUND The minutes drafts are provided for review and formal approval by the City Council. EXHIBITS Exhibit 1 — AIS Exhibit 2 — July 27, 2021 Minutes Draft Exhibit 3 — August 2, 2021 Minutes Draft Respectfully submitted: Rosa Rios City Secretary City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com CITY OF DENTON CITY COUNCIL MINUTES July 27, 2021 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, July 27, 2021, at 2:01 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT IN PERSON: Mayor Gerard Hudspeth, Mayor Pro Tem Paul Meltzer and Council Members Vicki Byrd, Brian Beck, Jesse Davis, Alison Maguire, and Deb Armintor ABSENT: None Also present were Interim City Manager Sara Hensley and Interim City Attorney Catherine Clifton. The posted agenda noted the registration process for public participation at this virtual meeting. However, there were no online registrations or call ins on any items on the agenda. WORK SESSION 1. Citizen Comments on Consent Agenda Items None 2. Requests for clarification of agenda items listed on this agenda. • Clarification was requested on the following items: o Council Member Armintor: Items 3.B (21-1507) and 3.F (21-1492) • The following item was pulled for Individual Consideration: o Council Member Beck: Item 3.B (21-1507) 3. Work Session Reports A. ID 21-982 Receive a report, hold a discussion, and give staff direction regarding Audit Project 021 - Water System Operations: Distribution. The item was presented and discussion followed. Following discussion, there was no direction provided as the item was for presentation/discussion purposes. 143 City of Denton City Council Minutes July 27, 2021 Page 2 B. ID 21-456 Receive a report, hold a discussion, and give staff direction regarding FY 2021- 22 departmental budget presentations for Fleet, Capital Projects/Engineering, Development Services/Real Estate, Solid Waste, Water, Wastewater/Drainage, Environmental Services and Streets. The item was presented and discussion followed. Following discussion, there was no direction provided in preparation for the Fiscal Year 2021-2022 budget for the above -noted departments. The work session was recessed for a short break at 4:30 p.m. and reconvened at 5:08 p.m. C. ID 21-1054 Receive a report, hold a discussion, and give staff direction regarding a follow up of federal American Rescue Plan (ARP) Act of 2021 and proposed uses for ARP funds received by the City of Denton. The item was presented and discussion followed. Following discussion, there was no direction provided as the item was for presentation/discussion purposes. The work session ended at 7:08 p.m. SPECIAL CALLED MEETING After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Special Called Meeting on Tuesday, July 27, 2021, at 6:27 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT IN PERSON: Mayor Gerard Hudspeth, Mayor Pro Tem Paul Meltzer and Council Members Vicki Byrd, Brian Beck, Jesse Davis, Alison Maguire, and Deb Armintor ABSENT: None Also present were Interim City Manager Sara Hensley and Interim City Attorney Catherine Clifton. The posted agenda noted the registration process for public participation at this virtual meeting. However, there were no online registrations or call ins on any items on the agenda. 144 City of Denton City Council Minutes July 27, 2021 Page 3 1. CONSENT AGENDA The Consent Agenda consisted of Items 1.A -I. During the Work Session held earlier in the day, Item 3.13 (21-1507) was pulled for Individual Consideration by Council Member Beck. Council Member Davis moved to adopt the Consent Agenda, now consisting of Items 3.A, C -I. Motion seconded by Council Member Maguire. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire, and Armintor NAYS (0): None A. ID 21-966 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a funding agreement with Denton Community Food Center to provide Community Development Block Grant -Coronavirus funds for public facility improvements in Denton, Texas; authorizing the expenditure of funds in an amount not to exceed $439,483.00; and providing an effective date. ASSIGNED ORDINANCE NO. 21-966 C. ID 21-1489 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with On Computer Services, L.L.C., dba Unified Power, for uninterruptible power supply (UPS) maintenance and services for the Technology Services Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7546 - awarded to On Computer Services, L.L.C., dba Unified Power, for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not -to -exceed amount of $195,000.00). ASSIGNED ORDINANCE NO. 21-1489 D. ID 21-1490 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with Groggy Dog Sportswear & Graphic Design, LLC for athletic shirts and jerseys for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7602 - awarded to Groggy Dog Sportswear & Graphic Design, LLC, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not -to -exceed amount of $120,000.00). ASSIGNED ORDINANCE NO. 21-1490 E. ID 21-1491 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with DLT Solutions, LLC, through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract No. DIR-TSO-4236, for AutoCAD AEC Collection Software system subscription, maintenance, and purchase of licenses for the Technology Services Department; providing for the expenditure of funds therefor; and providing an effective date (File 7630 - awarded to DLT Solutions, LLC, in the four (4) year not -to -exceed amount of $228,873.00). ASSIGNED ORDINANCE NO. 21-1491 145 City of Denton City Council Minutes July 27, 2021 Page 4 F. ID 21-1492 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of Change Order No. 3 to the contract between the City of Denton and MSB Constructors, Inc., to provide additional services for the Development Services Center Parking Lot Improvements Project; providing for the expenditure of funds therefor; and providing an effective date (File 7452 - Change Order No. 3 in the not -to -exceed amount of $45,395.74, for a total contract award aggregated to $1,038,225.83). ASSIGNED ORDINANCE NO. 21-1492 G. ID 21-1406 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager to execute a First Amendment to Solid Waste Disposal Contract with Frontier Access, LLC; and providing an effective date. ASSIGNED ORDINANCE NO. 21-1406 H. ID 21-1446 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the Interim City Manager, or her designee, to execute an Interlocal Cooperation Contract in the form of a Memorandum of Understanding with the State of Texas, Texas Department of Public Safety, authorizing the Denton Police Department to perform Uniform Commercial Vehicle Weight Inspections and Enforcement; and providing an effective date. ASSIGNED ORDINANCE NO. 21-1446 I. ID 21-1447 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the Interim City Manager, or her designee, to execute an Interlocal Cooperation Contract in the form of a Memorandum of Understanding with the State of Texas, Texas Department of Public Safety, establishing responsibilities, policies, and guidelines for the Denton Police Department to conduct Federal Safety Regulation Inspections; and providing an effective date. ASSIGNED ORDINANCE NO. 21-1447 ITEM PULLED FOR INDIVIDUAL CONSIDERATION B. ID 21-1507 Consider approval of a resolution of the City of Denton, Texas, amending Resolution No. 19-2886 relating to the Bond Oversight Committee, to amend the manner in which members are appointed to the committee; and provide for an effective date. ASSIGNED RESOLUTION NO. 21-1507 Pulled for Individual Consideration by Council Member Beck. There were no online registrations or call -ins on the item. The item was presented and discussion followed. 146 City of Denton City Council Minutes July 27, 2021 Page 5 Following discussion, Council Member Davis moved to adopt the item as presented. Motion seconded by Mayor Pro Tem Meltzer. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire and Armintor NAYS (0): None 2. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 21-1552 Consider approval of a resolution of the City of Denton abolishing The Community Development Advisory Committee; and providing an effective date. ASSIGNED RESOLUTION NO. 21-1552 There were no online registrations or call -ins on the item. Items 2.A (21-1552), 2.13 (21-1553), and 2.0 (21-979) were collectively read into the record, presented, and discussed, but voted on individually. Following discussion, Council Member Armintor moved to adopt the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire and Armintor NAYS (0): None B. ID 21-1553 Consider adoption of an ordinance of the City of Denton repealing Article III, "Human Services Committee," of Chapter 14 of the Code of the City of Denton, Texas; and providing an effective date. ASSIGNED ORDINANCE NO. 21-1553 There were no online registrations or call -ins on the item. Items 2.A (21-1552), 2.13 (21-1553), and 2.0 (21-979) were collectively read into the record, presented, and discussed, but voted on individually. Following discussion, Council Member Maguire moved to adopt the item as presented. Motion seconded by Council Member Beck. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire and Armintor NAYS (0): None 147 City of Denton City Council Minutes July 27, 2021 Page 6 C. ID 21-979 Consider approval of a resolution of the City of Denton creating a Community Services Advisory Committee to advise the city council on programs, services, and use of public resources to address complex social problems such as economic instability, housing, and homelessness and for meeting community service needs; and providing an effective date. ASSIGNED RESOLUTION NO. 21-979 There were no online registrations or call -ins on the item. Items 2.A (21-1552), 2.B (21-1553), and 2.0 (21-979) were collectively read into the record, presented, and discussed, but voted on individually. Following discussion, Council Member Maguire moved to adopt the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire and Armintor NAYS (0): None D. ID 21-1538 Consider approval of a resolution of the City Council of the City of Denton for the appointment of one member to the Board of Managers of the Denco Area 9-1-1 District for a two-year term beginning on October 1, 2021 and ending on September 30, 2023, and providing an effective date. ASSIGNED RESOLUTION NO. 21-1538 There were no online registrations or call -ins on the item. The item was presented and discussion followed. Following discussion, Mayor Hudspeth moved to appoint Sue Tejml to the Board of Managers of the Denton Area 9-1-1 District. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire and Armintor NAYS (0): None E. ID 21-791 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a Roadway Development Agreement between the City of Denton and Sagebrook Denton, LP, for the dedication and installation of transportation infrastructure at or adjacent to the Sagebrook Addition; authorizing the expenditure of funds therefor; authorizing acceptance of land and improvements; and providing an effective date. ASSIGNED ORDINANCE NO. 21-791 There were no online registrations or call -ins on the item. 148 City of Denton City Council Minutes July 27, 2021 Page 7 The item was presented and discussion followed. Following discussion, Mayor Hudspeth moved to adopt the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (5): Mayor Hudspeth, Mayor Pro Teen Meltzer and Council Members Byrd, Davis, and Maguire NAYS (2): Council Members Beck and Armintor F. ID 21-1514 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a Park Development Agreement between the City of Denton and Sagebrook Denton, LP, for the dedication of park land at the Sagebrook Addition; authorizing acceptance of land; and providing an effective date. ASSIGNED ORDINANCE NO. 21-1514 There were no online registrations or call -ins on the item. The item was presented and discussion followed. Following discussion, Mayor Pro Tem Meltzer moved to adopt the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire and Armintor NAYS (0): None 3. CONCLUDING ITEMS Council Members expressed items of interest. With no further business, the meeting was adjourned at 8:30 p.m. GERARD HUDSPETH MAYOR CITY OF DENTON, TEXAS MINUTES APPROVED ON: ZOLAINA PARKER DEPUTY CITY SECRETARY CITY OF DENTON, TEXAS 149 CITY OF DENTON CITY COUNCIL MINUTES August 2, 2021 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Monday, August 2, 2021, at 9:00 a.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Gerard Hudspeth, Mayor Pro Tem Paul Meltzer and Council Members Vicki Byrd, Brian Beck, Alison Maguire, and Deb Armintor ABSENT: Council Member Jesse Davis Also present were Interim City Manager Sara Hensley and Interim City Attorney Catherine Clifton Mayor Pro Tem Meltzer served as Presiding Officer until the arrival of Mayor Hudspeth at 9:16 a.m. There was no public registration process as this was a work session only. WORK SESSION 1. Work Session Reports A. ID 21-854 Receive a report, hold a discussion, and give staff direction regarding the Streets Fund and long-term funding strategies. The item was presented and discussion followed. Following discussion, City Council consensus was as follows regarding long term strategies: • Include bike lanes into the infrastructure for road improvements; • Provide information on caps for increase of franchise fees and their use; • Look at how the 1.5 sales tax rate the City gets and how those funds can be allocation (opportunities); • Focus more on the Low OCI versus the Middle; • Maintain flexibility on use of general fund for road improvements (utilities not affecting use of roadways); • Look at inter -city roadways and not non -city to determine lane miles; • Review possible adjustment of property tax rate, doubling homestead exemptions. • Look at options for increasing revenue in the City o Consultant approach on this - survey to City Council to set base level on what the policy direction is (fees, long term analysis, street reduction to reduce lane miles, if any) • Continue with the proposed five-year plan 150 Specific to any changes affecting the FY 2021-2022 budget: • Increase franchise fee allocations (other non -city) • Roadway construction changes B. ID 21-1595 Receive a report, hold a discussion and give staff direction regarding Fire Station 9. The item was presented and discussion followed. Following discussion, City Council consensus was to continue as presented. The work session was recessed for a short break at 11:28 a.m. and reconvened at 11:57 a.m. C. ID 21-1087 Receive a report, hold a discussion, and give staff direction regarding the FY 2021-22 City Manager's Proposed Budget, Capital Improvement Program, and Five -Year Financial Forecast. The item was presented and discussion followed. Following discussion, City Council consensus was as follows: • Provide scenarios on the effect of raising property taxes for this upcoming budget; • Look at effect of doubling the homestead exceptions for FY 2022-23. With no further business, the work session ended at 1:43 p.m. GERARD HUDSPETH MAYOR CITY OF DENTON, TEXAS MINUTES APPROVED ON: ROSA RIOS CITY SECRETARY CITY OF DENTON, TEXAS 151 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1349, Version: 1 AGENDA CAPTION Consider nominations/appointments to the City's Boards, Commissions, and Committees: Animal Shelter Advisory Committee, Committee on Persons with Disabilities, Planning & Zoning Commission, Public Art Committee, and Zoning Board of Adjustment. City of Denton Page 1 of 1 Printed on 8/6/2021 powered by Legistar' 152 DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office ICM: Sara Hensley DATE: August 10, 2021 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider nominations/appointments to the City's Boards, Commissions, and Committees: Animal Shelter Advisory Committee, Committee on Persons with Disabilities, Planning & Zoning Commission, Public Art Committee, and Zoning Board of Adjustment. BACKGROUND On January 4, 2021, the 2020-2022 Boards & Commissions Screening & Appointment Process was presented and discussed with the City Council. This item is the first step in appointing members. Exhibit 2 includes those seats for the above -noted Boards, Commissions, and Committees for whom nominations have been received, nominees fully vetted and found to meet all necessary qualifications to serve on the respective board/commission/committee. As previously discussed, only those nominees who have been fully vetted and qualified will be presented for appointment. This is not a complete listing of nominees received to date as the vetting is still in progress for some or (re)nominations have not been received. EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Nominations Sheet Respectfully submitted: Rosa Rios City Secretary 153 BOARDS & COMMISSIONS - NOMINATIONS LIST August 10, 2021 COUNCIL NOMINATING STATUS & BOARD/COMMITTEE/COMMISSION PLACE CCM NOMINEE PRESENT TERM NEW TERM QUALIFICATION OR PREFERENCE IF ANY September 1, 2021 Animal Shelter Advisory Committee 7 Hudspeth -7 Sarah Kuechler 2019 -2021 -UN through Reappointment Auqust 31, 2023 Currently Qualif. 2 -City Official September 1, 2021 Committee on Persons with Disabilities ALL- 2 Armintor-5 Marcus Parks N/A through New August 31, 2023 September 1, 2021 Planning and Zoning Commission 2 Beck -2 Eric Pruett 2019-2021- UN through Reappointment August 31, 2023 September 1, 2021 Planning and Zoning Commission 7 Hudspeth -7 Tim Smith 2019-2021 Through Reappointment August 31, 2023 September 1, 2021 Public Art Committee 6 Meltzer -6 Ed Steele 2019-2021 through Reappointment Auqust 31, 2023 September 1, 2021 Zoning Board of Adjustment 6 Meltzer -6 Candi Harris N/A through New August 31, 2023 154 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiiwlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1287, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute and deliver to the University of North Texas an electric easement containing approximately 1,344 square feet (0.031 acres) and a temporary construction easement containing approximately 1,874 square feet (0.043 acres), each situated in the E. Puchalski Survey, Abstract No. 996, City and County of Denton, Texas and being a portion of South Welch Street and West Sycamore Street; providing for severability; and providing an effective date. City of Denton Page 1 of 1 Printed on 8/6/2021 powered by Legistar' 155 DENTON City of Denton AGENDA INFORMATION SHEET FILE ID 21-1287 DEPARTMENT: Development Services — Real Estate ICM: Sara Hensley DATE: August 10, 2021 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute and deliver to the University of North Texas an electric easement containing approximately 1,344 square feet (0.031 acres) and a temporary construction easement containing approximately 1,874 square feet (0.043 acres), each situated in the E. Puchalski Survey, Abstract No. 996, City and County of Denton, Texas and being a portion of South Welch Street and West Sycamore Street; providing for severability; and providing an effective date. BACKGROUND The City of Denton received a request from UNT for an easement to be used for the installation of an underground electric line and appurtenances under a public street located near South Welch Street and West Sycamore Street to provide services to the UNT Art Department's proposed new ceramics and graduate studios building. The desire is to provide an underground path for UNT owned electrical service and data/fiber cables to the building being constructed on Mulberry Street. UNT will obtain all applicable permits and pay the development services fee prior to disrupting traffic or conducting construction activities within the existing roadway. This ordinance authorizes the City Manager and the City Attorney, or their respective designees, to grant, sell and convey the easement interest and become effective immediately upon city council approval. If a council member determines that he or she has a conflict of interest pursuant to the Ethics Ordinance, he or she may contact the City Attorney's Office to recuse themselves prior to the consideration of this agenda item. OPTIONS 1. Approve proposed ordinance 2. Decline to approve proposed ordinance RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) No prior action or review required. FISCAL INFORMATION This action has no impact on City funds. 156 EXHIBITS 1 - Agenda Information Sheet 2 - Location Map 3 - Ordinance Prepared By: Christopher Singleton, Real Estate Specialist Respectfully submitted: Deanna Cody, Deputy Director Development Services -Real Estate 157 Location Map — UNT Electric Easement — S. E Wj*DENTON C1 OF Welch St. & W. Sycamore St. IS 158 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE AND DELIVER TO THE UNIVERSITY OF NORTH TEXAS AN ELECTRIC EASEMENT CONTAINING APPROXIMATELY 1,344 SQUARE FEET (0.031 ACRES) AND A TEMPORARY CONSTRUCTION EASEMENT CONTAINING APPROXIMATELY 1,874 SQUARE FEET (0.043 ACRES), EACH SITUATED IN THE E. PUCHALSKI SURVEY, ABSTRACT NO. 996, CITY AND COUNTY OF DENTON, TEXAS AND BEING A PORTION OF SOUTH WELCH STREET AND WEST SYCAMORE STREET; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the University of North Texas ("UNT") has requested that the City of Denton ("City") grant UNT an electric easement in the form attached hereto as Exhibit 1 and incorporated herein for all purposes (the "Electric Easement"), encumbering approximately 1,344 square feet (0.031 acres) as more particularly described and depicted in Exhibits "A" and "B" to Exhibit 1, and a temporary construction easement in the form attached hereto as Exhibit 2 and incorporated herein for all purposes (the "Temporary Construction Easement"), containing approximately 1,874 square feet (0.043 acres) as more particularly described and depicted in Exhibits "A" and `B" to Exhibit 2, each situated in the E. Puchalski Survey, Abstract No. 996, City and County of Denton, Texas and being a portion of South Welch Street and West Sycamore Street, for an underground electric line and construction related thereto to benefit the UNT Art Department's proposed new ceramics and graduate studios building at the UNT Campus; and WHEREAS, the City is willing to grant to UNT the Electric Easement and the Temporary Construction Easement; and WHEREAS, the City Council hereby finds the easement conveyances to UNT will benefit and serve the public community at the higher education facility; 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 City Manager, or designee, is authorized to execute and deliver to UNT the Electric Easement and Temporary Construction Easement. SECTION 3. 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 4. This Ordinance shall become effective immediately upon its passage and approval. 159 The motion to approve this Ordinance was made by and seconded by The Ordinance was passed and approved by the following vote - ]: Aye Nay Abstain Absent Gerard Hudspeth, Mayor: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2021. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY =A 2 MERX. Page 2 160 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B City Project: UNT Electric Easement City Project Number: W. Sycamore & S. Welch Parcel Number: 1 Exhibit:t 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 EASEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § That the CITY OF DENTON, a Texas home -rule municipal corporation, hereinafter called the "City", as "Grantor", for and in consideration of Ten and No/loo Dollars ($10.00) and other valuable consideration to the City in hand paid by UNIVERSITY OF NORTH TEXAS, a higher education institution of the State of Texas, located at 1155 Union Circle, Denton, TX 76203-5017, hereinafter referred to as "UNT" , as "Grantee", has granted, sold, and conveyed and by these presents does grant, sell, and convey unto UNT, its successors and assigns, an easement for an underground electric line and all necessary or desirable appurtenances ("Grantee's Facilities"), under, through, across, and upon the portion of the City's land described in Exhibit A and depicted in Exhibit B attached hereto (the "Easement Area"). SAVE AND EXCEPT from the rights granted herein — Surface mounted equipment or facilities of UNT shall be prohibited in any area constituting a public roadway and adjoining pedestrian walkways. Together with the right of ingress and egress along and upon said easement and under and through adjoining properties in which UNT has an interest for the purpose of and with the right to construct, maintain, operate, repair, remove, replace, and reconstruct Grantee's Facilities. UNT shall not make changes in grade, elevation, or contour of the land or surface of the land within the Easement Area without prior written consent of the City. UNT expressly acknowledges that it must obtain all applicable permits before disrupting traffic or conducting construction activities within the roadway. The City reserves the right to use the land above, below, and within the easement granted herein for a public roadway and to maintain, operate, repair, remove, replace, reconstruct, and change the size and capacity of City utilities, provided such use shall not interfere with the exercise by UNT of the rights granted herein. 161 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B City Project: UNT Electric Easement City Project Number: W. Sycamore & S. Welch Parcel Number: 1 Grantee's Facilities are subordinate to the City's use of the City Right -of -Way, including without limitation, utilities and street improvements located now or in the future within the Easement Area. In the event the City repairs, expands, or adds to its facilities within the Easement Area, and in the City's sole opinion it is necessary that Grantee's Facilities be modified, removed, or relocated, in whole or part, to accommodate such repairs, expansion, or addition, UNT shall, at its sole cost, modify, remove, or relocate Grantee's Facilities, as directed by the City, no later than 12o days after the City gives UNT written notice. To the extent permitted by law, UNT shall defend, indemnify, and hold harmless the City, its employees and agents from and against any and all claims, expenses (including attorneys' fees), damages, losses, and judgments arising out of or incident to the presence, construction, operation, and maintenance of Grantee's Facilities. UNT shall require that its contractor provide and maintain throughout the installation of Grantee's Facilities, general liability insurance in an amount equal to at least $500,000.00 per occurrence, naming the City of Denton, its officers and employees as additional insureds. Prior to commencing any work within the Easement Area, UNT shall deliver to the City an insurance certificate evidencing such insurance which certificate will be in a form approved by the City and shall provide that the insurance may not be cancelled or modified until the City has been given at least 3o days advance written notice of cancellation or modification. Such certificate shall also provide a waiver of subrogation in favor of the City, its officers and employees. UNT and its contractor will prevent construction equipment from damaging existing City facilities or public utilities located within the Easement Area and adjacent areas. The City will not be responsible for any costs of construction, operation, and maintenance of Grantee's Facilities. It is further agreed that the City shall not be liable for any damage to Grantee's Facilities as a result of the City's use of the City Right -of -Way. If any City property is damaged or destroyed by UNT or its agents, it may be repaired or replaced by the City at UNT's expense and payment shall be due upon UNT's receipt of an invoice from the City. The Easement Area and City Right -of -Way shall be protected from washing and erosion by a method approved by the City. Construction equipment and materials shall not be stored on the Easement Area. TO HAVE AND TO HOLD the above-described easement unto UNT, its successors and assigns, until all of said Grantee's Facilities shall be abandoned, and in that event said easement shall cease and all rights herein granted shall terminate and revert to the City or its successors and assigns; and, subject to the foregoing, the City hereby binds the City, its successors, assigns, and legal representatives, to warrant and forever defend the easement unto UNT, its 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 the City, but not otherwise. 162 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B City Project: UNT Electric Easement City Project Number: W. Sycamore & S. Welch Parcel Number: 1 EXECUTED this ATTEST: ROSA RIOS, CITY SECRETARY BY: day of 2021. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. FDocuSigned by: ��v�,v R, Coad Signature Deputy Director Title Real Estate Department 8/2/2021 Date Signed: THE CITY, as Grantor: CITY OF DENTON Sara Hensley, Interim City Manager APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY M."02 moi / i'Vii'e i 163 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B City Project: UNT Electric Easement City Project Number: W. Sycamore & S. Welch Parcel Number: ] THE STATE OF TEXAS COUNTY OF DENTON BEFORE ME, the undersigned authority, on this day personally appeared Sara Hensley, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she executed the same as the act and deed of the City of Denton, a Texas home -rule municipal corporation, as the Interim City Manager thereof, for the purposes and consideration therein expressed, in the capacity therein stated and she is authorized to do so. GIVEN UNDER MY HAND AND SEAL OF OFFCE this day of 2021. Notary Public, State of Texas UNT, as GRANTEE: University of North Texas, a higher education ins ' tion of the State of Texas By: Printed Name:5Z Title: V C � t THE STATE OF TEXAS COUNTY OF DENTON BEFORE NVE, the undersigned authority, on this day personally appeared known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same as the act and deed of the University of North Texas, a higher education institution of the State of Texas, as the thereof, for the purposes and consideration therein expressed, in the capacity therein stated and he is authorized to do so. GIVEN UNDER MY HAND AND SEAL OF OFFCE this Z g day of ) i/I U/ _.__ 2021. Nota Public, State of Texas o,RY ,�; 4 Rachel Barone Notary -r � t' nl NOWY .Public, Swe of'Tbm Nolgry wi&M Bmd 4 y, Comm. E"frm 11-30-2M Notary ID 13281701.3 164 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B EXHIBIT "A" PERMANENT ELECTRIC EASEMENT Part of West Sycamore Street and South Welch Street Eugene Puchalski Survey, Abstract No. 996 City of Denton, Denton County, Texas DESCRIPTION, of a 1,344 square foot (0.031 acre) tract of land situated in the Eugene Puchalski Survey, Abstract No. 996, Denton County, Texas; said tract being a part of the right-of-way of West Sycamore Street (an 80 -foot wide right-of-way) and the right-of-way of South Welch Street (an 80 -foot wide right-of-way) both dedicated in the College Addition, an addition to the City of Denton, Texas according to the plat recorded in Vol. 44, Pg. 604 of the Deed Records of Denton County, Texas; said tract adjoining the south and west lines of Lot 4, Block 2 of said College Addition; said 1,344 square foot (0.031 acre) tract being more particularly described as follows (bearing system for this survey is based on the State Plane Coordinate System, North American Datum of 1983 (Adjustment Realization 2011), Texas North Central Zone (4202). Distances shown have been adjusted to surface by applying the Dallas County TxDOT combination factor of 1.000150630): COMMENCING, at a 1/2 -inch iron rod with cap stamped "RPLS 4564" found at the southeast corner of that certain tract of land described in Cash Warranty Deed recorded in Instrument No. 2000-98631 of the Official Records of Denton County, Texas; said point being at the intersection of the north line of said West Sycamore Street and the west right-of-way line of Bernard Street (a 50 -foot wide right-of-way); THENCE, South 89 degrees, 59 minutes, 55 seconds West, along the said north line of West Sycamore Street, at a distance of 410.72 feet passing a 1/2 -inch pipe found at the southeast corner of Lot 1 of said Block 2 and the southwest corner of Lot 1, Block 1, Glasscock Addition, an addition to the City of Denton, Texas according to the plat recorded in Cab. D, Pg. 32 of the Plat Records of Denton County, Texas, continuing along the said north line of West Sycamore Street and the south line of said Block 2, in all a total distance of 812.28 feet to the POINT OF BEGINNING; THENCE, departing the said north line of West Sycamore Street and the south line of said Lot 4, Block 2, into and through said rights-of-way of West Sycamore and South Welch Streets, the following eleven (11) calls: South 67 degrees, 30 minutes, 57 seconds West, a distance of 61.14 feet to a point for corner; Due South, a distance of 45.96 feet to a point for corner; South 45 degrees, 11 minutes, 03 seconds West, a distance of 9.24 feet to a point for corner; Due South, a distance of 7.98 feet to a point for corner; Due West, a distance of 16.06 feet to a point for corner; Due North, a distance of 16.91 feet to a point for corner; Due East, a distance of 10.87 feet to a point for corner; North 45 degrees, 11 minutes, 03 seconds East, a distance of 2.47 feet to a point for corner; Due North, a distance of 48.48 feet to a point for corner; North 67 degrees, 30 minutes, 57 seconds East, a distance of 57.35 feet to a point for corner; South 89 degrees, 02 minutes, 27 seconds East, a distance of 1.53 feet to a point for corner; said point being in the east right-of-way line of said West Welch Street and the west line of said Lot 4, Block 2; THENCE, South 00 degrees, 57 minutes, 33 seconds West, along the said east line of South Welch Street and the west line of said Lot 4, Block 2, a distance of 5.21 feet to a point for corner; said point being at the Page 1 of 4 165 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B EXHIBIT "A" PERMANENT ELECTRIC EASEMENT (Continued) intersection of the said east line of South Welch Street and the said north line of West Sycamore Street; said point also being the southwest corner of said Lot 4, Block 2; THENCE, North 89 degrees, 59 minutes, 55 seconds East, along the said north line of West Sycamore Street and the south line of said Lot 4, Block 2, a distance of 12.06 feet to the POINT OF BEGINNING; CONTAINING: 1,344 square feet or 0.031 acres of land, more or less. (A survey plat of even survey date herewith accompanies this description.) The undersianed_ ReaistPrPri PrnfPGsional Land Surveyor, hereby certifies that the foregoing description acc ~ids of the eacamant trart riacrrihar1 7/07/2021 Date _.,nd Surveyor No. 5369 r-acneco Koch Consulting Engineers, Inc. 7557 Rambler Road, Suite 1400, Dallas TX 75231 (972) 235-3031 TX Reg. Surveying Firm LS -10008000 2091-20.071 EX1.doc 2091-20.071EX1.dwg dmg P) JONATHAN E, COOPER ....................... 5369 9N��SUR�Ejlq�' Page 2 of 4 166 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B w A LEGEND — — — PROPERTY LINE EASEMENT LINE O POINT FOR CORNER (UNLESS OTHERWISE NOTED) (C.M.) - CONTROLLING MONUMENT D.R.D.C.T. - DEED RECORDS OF DENTON COUNTY TEXAS P. R. D. C. T. - PLAT RECORDS OF DENTON COUNTY TEXAS O. R. D. C. T. - OFFICIAL RECORDS OF DENTON COUNTY TEXAS LOT 1, BLOCK 1 GLASSCOCK ADDITION (CAB. D, PG. 32) P.R.D.C.T. CCI INVESTMENTS, LTD. (INST. NO 2012-102426) P. R. D. C. T. PART OF LOT 1, BLOCK 2 COLLEGE ADDITION (VOL. 44, PG. 604) D.R.D.C.T. INORTH TEXAS STATE UNIVERSITY I(VOL. 591, PG. 345) D. R. D. C. T. W I � I I o I 1/2—INCH IRON PIPE o w FOUND (C.M.) I `n w I 66.67' 60.3' z — — IS 89°59'55" W U Q I I 0 15 30 60 GRAPHIC SCALE IN FEET 1"=3C JET R 5� P�00���0 9g6 . E STATE OF TEXAS (VOL. 593, PG. 12) D.R.D.C.T. 0 o 10 � UNIVERSITY OF NORTH 00 I TEXAS CO I DENTON, TEXAS (IN ST. NO 2000-98631) O.R.D.C.T. Q � Ln L (j H 00 W o N 1/2—INCH IRON ROD � v ado W/ "RPLS 4564" CAP I '2 FOUND (C.M.) 52.00' 64.0' 410.72' 8,2.28' PO/NT OF VINES T SYCAMORE S TREE T COMMENCING (80' RIGHT—OF—WAY, VOL. 44, PG. 604) D. R.D.C. T. The undersigned, Registered Professional Land Surveyor, hereby certifies that this plat of ci irvcv nrrirn+alv co+o nig+ +hc metes and G O ` T RF.r• scribed. n f Fa ,9J, JONATHAN E. COOPER ........................ p 5369 Pr e 13 SUR purveyor No. 5369 Pacheco WE DRAWN BY CHECKED BY DMG JEC 7/07/_2021 Date [EKUU� � ff " oo aD pr' I NOTES: 1. A metes and bounds description of even survey date herewith accompanies this plat of survey. 2. Bearing system for this survey is based on the State Plane Coordinate System, North American Datum of 1983 (Adjustment realization 2011), Texas North Central Zone 4202. Distances reported have been scaled by applying the TxDot Denton County surface adjustment factor of 1.000150630. PERMANENT ELECTRIC 7557 RAMBLER ROAD, SUITE 1400 EASEMENT Koch DALLAS, TX 75231 972.235.3031 PART OF TX REG. ENGINEERING FIRM F-469 WEST SYCAMORE AND WEST WELCH STREETS TX REG. SURVEYING FIRM LS -10008000 EUGENE PUCHALSKI SURVEY, ABSTRACT N0. 996, SCALE DATE JOB NUMBER CITY OF DENTON, DENTON COUNTY, TEXAS 1"=30' JULY 2021 2091-20.071 PAGE 3 OF 4 167 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B 0 LEGEND — — — PROPERTY LINE EASEMENT LINE O POINT FOR CORNER (UNLESS OTHERWISE NOTED) (C.M.) - CONTROLLING MONUMENT D.R.D.C.T. - DEED RECORDS OF DENTON COUNTY TEXAS P. R. D. C. T. - PLAT RECORDS OF DENTON COUNTY TEXAS O. R. D. C. T. - OFFICIAL RECORDS OF DENTON COUNTY TEXAS [EKNOff "B" " 0 15 30 60 N GRAPHIC SCALE IN FEET 1 "= 30' LOT 10, BLOCK 1 FAIRGROUND ADDITION (VOL. 87, PG. 58) D.R.D.C.T. STATE OF TEXAS, FOR THE USE AND BENEFIT OF NORTH TEXAS 01 STATE UNIVERSITY AT DENTON, TEXAS owl (INST. NO. 2000-29165) O.R.D.C.T. — — 100.0' PERMANENT ELECTRIC EASEMENT 1,344 SF (0.031 ACRES) LOT 4, BLOCK 2 COLLEGE ADDITION (VOL. 44, PG. 604) D.R.D.C.T. NORTH TEXAS STATE UNIVERSITY AT DENTON, TEXAS (VOL. 1064, PG. 651) D. R. D. C. T. o S 00'57'33" W 5.21' S 89°02'27" E I N 89°59155" E 1.53' 12.06' 109.13' S 89°59'55" W 6l•�0 N cj 6� • 6� 11k TEMPORARY CONSTRUCTION EASEMENT = (BY SEPARATE INSTRUMENT) DUE NORTH o 48.48' V) LO N 45.11'03" E 2.47' 11111111111111101i DUE EAST 10.87' DUE NORTH LOT 1, BLOCK 2 16.91' FAIRGROUND ADDITION (VOL. 87, PG. 58) D.R.D.C.T. 4 5996 P o� 0 V� 812.28' POINT OF I.. BEGINNING IJJ < t�D N(GRID):7,126,816.53 L� 6 ~ p a_ ci E(GRID):2,383,137.37 o WES TCn W SYCAMORE �o o> 00 • lu LOT 4, BLOCK 2 COLLEGE ADDITION (VOL. 44, PG. 604) D.R.D.C.T. NORTH TEXAS STATE UNIVERSITY AT DENTON, TEXAS (VOL. 1064, PG. 651) D. R. D. C. T. o S 00'57'33" W 5.21' S 89°02'27" E I N 89°59155" E 1.53' 12.06' 109.13' S 89°59'55" W 6l•�0 N cj 6� • 6� 11k TEMPORARY CONSTRUCTION EASEMENT = (BY SEPARATE INSTRUMENT) DUE NORTH o 48.48' V) LO N 45.11'03" E 2.47' 11111111111111101i DUE EAST 10.87' DUE NORTH LOT 1, BLOCK 2 16.91' FAIRGROUND ADDITION (VOL. 87, PG. 58) D.R.D.C.T. 4 5996 P o� 0 V� 812.28' POINT OF I.. BEGINNING Q N(GRID):7,126,816.53 E(GRID):2,383,137.37 I w WES TCn W SYCAMORE 1Z STREET lu (80 RIGHT–OF–WAY) Q S 45.11'03" W (VOL. 44, PG. 604) I 9.24' D.R.D. C. T. DUE SOUTH 100.0' I 7.98' LOT 4, BLOCK 3 16.06' (VOL. 0 COLLEGE ADDITION (VOL. 44, PG. 604) D.R.D.C.T. NOTES: 1. A metes and bounds description of even survey date herewith accompanies this plat of survey. 2. Bearing system for this survey is based on the State Plane Coordinate System, North American Datum of 1983 (Adjustment realization 2011), Texas North Central Zone 4202. Distances reported have been scaled by applying the TxDot Denton County surface adjustment factor of 1.000150630. PERMANENT ELECTRIC 7557 RAMBLER ROAD, SUITE 1400 EASEMENT Pacheco Koch DALLAS, TX 75231 972.235.3031 PART OF TX REG. ENGINEERING FIRM F-469 WEST SYCAMORE AND WEST WELCH STREETS TX REG. SURVEYING FIRM LS -10008000 EUGENE PUCHALSKI SURVEY, ABSTRACT NO. 996, DRAWN BY CHECKED BY SCALE DATE JOB NUMBER CITY OF DENTON, DENTON COUNTY, TEXAS DMG JE C 1"=30' JULY 2021 1 2091-20.071 PAGE 4 OF 4 3 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B Exhibit 2 City Project: UNT Electric Easement City Project Number: W. Sycamore & S. Welch Parcel Number: 1 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. TEMPORARY CONSTRUCTION EASEMENT THE STATE OF TEXAS, § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT the City of Denton ("Grantor"), a Texas home -rule municipal corporation, in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by the University of North Texas ("Grantee"), a higher education institution of the State of Texas, receipt of which is hereby acknowledged, has granted, bargained, sold and conveyed, and does by these presents grant, bargain, sell and convey unto Grantee a non-exclusive temporary construction easement for constructing an underground electric line and all necessary or desirable appurtenances (the "Construction Activities"), in, along, upon, under, and across the following described property owned by Grantor, and situated in Denton County, Texas, located in the Eugene Puchalski Survey, Abstract Number 996 (the `'Property"). PROPERTY AREA DESCRIBED AND DEPICTED IN EXHIBITS "A" and "B" ATTACHED HERETO AND MADE A PART HEREOF It is agreed that Grantee, in consideration of the benefits above set out, will remove from the Property such obstructions as may now be found upon said Property as reasonably necessary in connection with, and solely for the purpose of, the Construction Activities and access in, along, upon, under and across said Property. Grantee shall not make changes in grade, elevation, or contour of the land or surface of the land within the Property, the project area or other adjacent areas without the prior written consent of the City. Grantee, its agents, employees, contractors, workmen, and representatives shall have the right of ingress, egress and regress in, along, upon, under and across said Property for the purpose of the Construction Activities or any part thereof. Grantee hereby agrees to obtain all required permits and governmental approvals for its Construction Activities so as to meet all regulatory requirements and shall complete all 169 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B construction in a workmanlike manner. Grantee shall not construct any permanent improvements on the Property hereunder that would continue to exist on the Property after the termination of this temporary construction easement. Upon completion of construction, Grantee shall promptly restore the surface of the Property, the project area and any other area disturbed by its Construction Activities, including but not limited to the public roadway and adjoining pedestrian walkways, as applicable, to a condition that is substantially the same as or better than it existed prior to such construction, and shall leave the Property, the project area and adjacent areas free of all trash, litter, refuse and debris generated or resulting in connection with the Construction Activities. TO HAVE AND TO HOLD said temporary construction easement unto the said Grantee until the earlier of (i) the completion of the Construction Activities, or (ii) ninety days after the Effective Date hereof (as hereafter defined), at which time this temporary construction easement will terminate and be of no further force and effect. Witness my hand, this the day of , 2021 (the "Effective Date"). GRANTOR: CITY OF DENTON Sara Hensley, Interim City Manager ATTEST: ROSA RIOS, CITY SECRETARY :• 170 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DocuSigned by: v1 ,t. Coad Gz��ts�onai Signature Deputy Director Title Real Estate Department 8/2/2021 Date Signed: THE STATE OF TEXAS § COUNTY OF DENTON § APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY C ' /0" d ii /� /. BEFORE ME, the undersigned authority, on this day personally appeared Sara Hensley, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she executed the same as the act and deed of the City of Denton, a Texas home -rule municipal corporation, as the Interim City Manager thereof, for the purposes and consideration therein expressed, in the capacity therein stated and she is authorized to do so. 2021. GIVEN UNDER MY HAND AND SEAL OF OFFCE this day of 3 Notary Public, State of Texas 171 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B GRANTEE: UNIVERSITY OF NORTH TEXAS, A HIGHER EDUCAT4PN INSTITUTION OF THE A TEXAS By: — ?6D Printed Name:tiJ�r-�3f}1r .�-%,�`Z, .1-J",- Title: 1- C - Title: THE STATE OF TEXAS § COUNTY OF DENTON § BEFORE ME, the undersigned authority, on this day personally appeared known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same as the act and deed of the University of North Texas, a higher education institution of the State of Texas, as the thereof, for the purposes and consideration therein expressed, in the capacity therein stated and he is authorized to do so. GIVEN UNDER MY HAND AND SEAL OF OFFCE this 21 day of 2021. Notary Public, State of Texas F� "W Barone tie, State of Texas Y witfiout Bond SAM ttes I1 -?0-3034 4 172 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B EXHIBIT "A" TEMPORARY CONSTRUCTION EASEMENT Part of West Sycamore Street and South Welch Street Eugene Puchalski Survey, Abstract No. 996 City of Denton, Denton County, Texas DESCRIPTION, of an 1,874 square foot (0.043 acre) tract of land situated in the Eugene Puchalski Survey, Abstract No. 996, Denton County, Texas; said tract being a part of the right-of-way of West Sycamore Street (an 80 -foot wide right-of-way) and the right right-of-way of South Welch Street (an 80 -foot wide right-of- way) both dedicated in the College Addition, an addition to the City of Denton, Texas according to the plat recorded in Vol. 44, Pg. 604 of the Deed Records of Denton County, Texas; said tract adjoining the west line of Lot 4, Block 2 of said College Addition; said 1,874 square foot (0.043 acre) tract being more particularly described as follows (bearing system for this survey is based on the State Plane Coordinate System, North American Datum of 1983 (Adjustment Realization 2011), Texas North Central Zone (4202). Distances shown have been adjusted to surface by applying the Dallas County TxDOT combination factor of 1.000150630): COMMENCING, at a 1/2 -inch iron rod with cap stamped "RPLS 4564" found at the southeast corner of that certain tract of land described in Cash Warranty Deed recorded in Instrument No. 2000-98631 of the Official Records of Denton County, Texas; said point being at the intersection of the north line of said West Sycamore Street and the west right-of-way line of Bernard Street (a 50 -foot wide right-of-way); THENCE, South 89 degrees, 59 minutes, 55 seconds West, along the said north line of West Sycamore Street, at a distance of 410.72 feet passing a 1/2 -inch iron pipe found at the southeast corner of Lot 1 of said Block 2 and the southwest corner of Lot 1, Block 1, Glasscock Addition, an addition to the City of Denton, Texas according to the plat recorded in Cab. D, Pg. 32 of the Plat Records of Denton County, Texas, continuing along the said north line of west Sycamore Street and the south line of said Block 2, in all a total distance of 824.33 feet to the east line of said South Welch Street; said point being the southwest corner of said Lot 4, Block 2; THENCE, North 00 degrees, 57 minutes, 33 seconds East, departing the said north line of West Sycamore Street and along the said east line of South Welch Street and the west line of said Lot 4, Block 2, a distance of 5.21 feet to the POINT OF BEGINNING; THENCE, departing the said east line of South Welch Street and the west line of said Lot 4, Block 2, into and through said rights-of-way of West Sycamore and South Welch Streets, the following ten (10) calls: North 89 degrees, 02 minutes, 27 seconds West, a distance of 1.53 feet to a point for corner; South 67 degrees, 30 minutes, 57 seconds West, a distance of 57.35 feet to a point for corner; Due South, a distance of 48.48 feet to a point for corner; South 45 degrees, 11 minutes, 03 seconds West, a distance of 2.47 feet to a point for corner; Due West, a distance of 10.87 feet to a point for corner; Due South, a distance of 16.91 feet to a point for corner; Due West, a distance of 2.38 feet to a point for corner; Due North, a distance of 77.16 feet to a point for corner; North 67 degrees, 30 minutes, 57 seconds East, a distance of 71.35 feet to a point for corner; Page 1 of 4 173 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B EXHIBIT "A" TEMPORARY CONSTRUCTION EASEMENT (Continued) South 89 degrees, 59 minutes, 52 seconds East, a distance of 3.85 feet to a point for corner in the said east line of South Welch Street and the west line of said Lot 4, Block 2; THENCE, South 00 degrees, 57 minutes, 33 seconds West, along the said east Ione of South Welch Street and the said west line of Lot4, Block2, a distance of 15.41 feet to the POINT OF BEGINNING; CONTAINING: 1,874 square feet or 0.043 acres of land, more or less. (A survey plat of even survey date herewith accompanies this description.) The undersigned, Reqistered Professional Land Surveyor, hereby certifies that the foregoing description ac( nds of the easement tract described. 7/07/2021 Date .nd Surveyor No. 5369 awneco Koch Consulting Engineers, Inc. 7557 Rambler Road, Suite 1400, Dallas TX 75231 (972)235-3031 TX Reg. Surveying Firm LS -10008000 2091-20.071 EX2.doc 2091-20.071EX2.dwg dmg Page 2 of 4 `y.• Q'F'�'�� RF T9cl�� ...................... . JONATHAN E. COOPER ....................... : 0 5369 9 �'O'rF S S 1 �� �� 174 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B a ro N O N n w A LEGEND — — — PROPERTY LINE EASEMENT LINE O POINT FOR CORNER (UNLESS OTHERWISE NOTED) (C.M.) - CONTROLLING MONUMENT D. R. D. C. T. - DEED RECORDS OF DENTON COUNTY TEXAS P.R.D.C.T. - PLAT RECORDS OF DENTON COUNTY TEXAS O. R. D. C. T. - OFFICIAL RECORDS OF DENTON COUNTY TEXAS LOT 1, BLOCK 1 GLASSCOCK ADDITION (CAB. D, PG. 32) P.R.D.C.T. CCI INVESTMENTS, LTD. (INST. NO 2012-102426) P. R. D. C. T. PART OF LOT 1, BLOCK 2 COLLEGE ADDITION (VOL. 44, PG. 604) D.R.D.C.T. INORTH TEXAS STATE UNIVERSITY I(VOL. 591, PG. 345) D. R. D. C. T. w I < I I o I 1/2–INCH IRON PIPE o w FOUND (C.M.) I `n w I 66.67' 60.3' z — — IS 89°59'55" W U Q I I [EKH0ff "B" " JET R 5� QUO G���O 9g6 CD . E n I 0 15 30 60 GRAPHIC SCALE IN FEET 1"=3C STATE OF TEXAS (VOL. 593, PG. 12) D. R. D. C. T. 0 o 10 oO UNIVERSITY OF NORTH 00 Co I TEXAS DENTON, TEXAS (IN ST. NO 2000-98631) O. R. D. C. T. 3 Lo Q 0Zt 00 W (j H o Ln N 1/2–INCH IRON ROD aoo W/ "RPLS 4564" CAP n FOUND (C.M.) 52.00' 64.0' 410.72' 812.28' PO/NT OF VINES T SYCAMORE S TREE T COMMENCING (80' RIGHT–OF–WAY, VOL. 44, PG. 604) D. R.D.C. T. The undersigned, Registered Professional Lanc Surveyor, hereby certifies that this plat of s,._..,... _-4--1.. .4- 4-'_ --etes and I gibed. ? 9 ,.niu purveyor No. 5369 APacheco DRAWN BY I CHECKED BY WE DMG JEC 7/07/2021 OF • i� ,tP.•G� S7fh'••�q �: •Q`` � FO '• cP JONATHAN CC**0*OPER • ; �D 5369 aP o NOTES: 1. A metes and bounds description of even survey date herewith accompanies this plat of survey. 2. Bearing system for this survey is based on the State Plane Coordinate System, North American Datum of 1983 (Adjustment realization 2011), Texas North Central Zone 4202. Distances reported have been scaled by applying the TxDot Denton County surface adjustment factor of 1.000150630. Date 9"�•Fs6R* � TEMPORARY CONSTRUCTION 7557 RAMBLER ROAD, SUITE 1400 EASEMENT Koch DALLAS, TX 75231 972.235.3031 PART OF TX REG. ENGINEERING FIRM F-469 WEST SYCAMORE AND WEST WELCH STREETS TX REG. SURVEYING FIRM LS -10008000 EUGENE PUCHALSKI SURVEY, ABSTRACT NO. 996, SCALE DATE JOB NUMBER CITY OF DENTON, DENTON COUNTY, TEXAS 1"=30' JULY 2021 2091-20.071 PAGE 3 OF 4 175 DocuSign Envelope ID: 983AA183-6F87-4DE5-A89D-FB1594B5E01B 0 LEGEND — — — PROPERTY LINE EASEMENT LINE O POINT FOR CORNER (UNLESS OTHERWISE NOTED) (C.M.) - CONTROLLING MONUMENT D.R.D.C.T. - DEED RECORDS OF DENTON COUNTY TEXAS P.R.D.C.T. - PLAT RECORDS OF DENTON COUNTY TEXAS O. R. D. C. T. - OFFICIAL RECORDS OF DENTON COUNTY TEXAS � lA Lf 1J 0 LD� 1r 19 op aD S. WEL CH LOT 10, BLOCK 1 5 T REE T FAIRGROUND ADDITION (80' RIGHT—OF—WAY) (VOL. 87, PG. 58) (VOL. 87, PG. 55) J.M.U.C.T. D.R.D.C.T. STATE OF TEXAS, FOR THE USE AND BENEFIT 0 OF NORTH TEXAS STATE UNIVERSITY AT DENTON, TEXAS (INST. NO. 2000-29165) N 67°30'57" E O. R. D. C. T. 71.35' 100.0' /, TEMPORARY CONSTRUCTION EASEMENT 10 N 1,874 SF (0.043 ACRES) 0 15 30 60 = o' GRAPHIC SCALE IN FEET Z 1 "= 30' JOGS �0 Q P��RP 100.0' EJG�� DUE WESTV LOT 1, BLOCK 2 2.38' FAIRGROUND o ADDITION 0 (VOL. 87, PG. 58) D.R.D.C.T. S 89'59'52" E 3.85' N 89'02'27" W 1.53' LOT 4, BLOCK 2 COLLEGE ADDITION (VOL. 44, PG. 604) D.R.D.C.T. UNIVERSITY OF NORTH TEXAS DENTON, TEXAS (VOL. 1064, PG. 651) D. R. D. C. T. - S 00°57'33" W 15.41 ' N PO/NT OF BEG/NN/NG N(GRID): 7,126,821.74 E(GRID): 2,383,125.40 N 00°57'33" E 5.21'_109.13' I S 89°59'55" W I _ 824.33' I� w I� a tPERMANENT ELCTRIC (BY SEPARATEINSTRUMENT)ENT WES T DUE SOUTH SYCAMORE 48.4$' S T REE T S 45°11'03" W 2.47' DUE WEST 10.87' DUE SOUTH 16.91' (80' RIGHT—OF—WAY) (VOL. 87, PG. 55) D. R. D. C. T. 100.0' 0 LOT 4, BLOCK 3 COLLEGE ADDITION (VOL. 44, PG. 600) D.R.D.C.T. L NOTES: 1. A metes and bounds description of even survey date herewith accompanies this plat of survey. 2. Bearing system for this survey is based on the State Plane Coordinate System, North American Datum of 1983 (Adjustment realization 2011), Texas North Central Zone 4202. Distances reported have been scaled by applying the TxDot Denton County surface adjustment factor of 1.000150630. TEMPORARY CONSTRUCTION 7557 RAMBLER ROAD, SUITE 1400 EASEMENT Pacheco Koch DALLAS, TX 75231 972.235.3031 PART OF TX REG. ENGINEERING FIRM F-469 WEST SYCAMORE AND WEST WELCH STREETS TX REG. SURVEYING FIRM LS -10008000 EUGENE PUCHALSKI SURVEY, ABSTRACT NO. 996, DRAWN BY CHECKED BY SCALE DATE JOB NUMBER CITY OF DENTON, DENTON COUNTY, TEXAS DMG JE C 1"=30' JULY 2021 1 2091-20.071 PAGE 4 OF 4 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1555, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the transfer of funds from the Downtown Tax Increment Reinvestment Zone (TIRZ) Sidewalk and Lighting Project to the Downtown Storm Drain Phase 1 Project in the amount of $102,451.25 to facilitate the construction of the McKinney Street segment (Bell Place to Frame Street) of the 2018 Sidewalk Improvements Project. The Downtown Denton Tax Increment Financing Zone No. One Board recommends approval (4-0). City of Denton Page 1 of 1 Printed on 8/6/2021 powered by Legistar' 177 DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects and Engineering ACM/CFO: David Gaines DATE: August 10, 2021 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider adoption of an ordinance of the City of Denton authorizing the transfer of funds from the Downtown Tax Increment Reinvestment Zone (TIRZ) Sidewalk and Lighting Project to the Downtown Storm Drain Phase 1 Project in the amount of $102,451.25 to facilitate the construction of the McKinney Street segment (Bell Place to Frame Street) of the 2018 Sidewalk Improvements Project. The Downtown Denton Tax Increment Financing Zone No. One Board recommends approval (4-0). BACKGROUNDThe scope of the Downtown TIRZ Sidewalk and Lighting Project was approved by the Downtown Denton Tax Increment Financing Reinvestment Zone No. 1 Board on January 24, 2018, and was funded through the Downtown Tax Increment Financing Fund to include the following TIRZ-eligible improvements: • North Locust, north of the Square: repair and replacement of sidewalks on both sides, ADA ramps, and pedestrian -scale lighting from West Oak to McKinney. • North Elm, north of the Square: repair and replacement of sidewalks on both sides, ADA ramps, and pedestrian scale lighting from West Oak to Parkway. • Pedestrian scale lighting on West Oak Street, west of the Square, from the 200 block to the east side of Carroll Boulevard. • Pedestrian scale lighting on West Hickory Street, west of the Square, Cedar Street to the east side of Carroll Boulevard. The Downtown TIRZ Sidewalk and Lighting Project is currently scheduled for completion in August 2021, with an approximate surplus of $400,000 in Downtown TIRZ funds. Staff is seeking approval from the TIRZ Board to reallocate $102,451.25 of the remaining funds to construct a section of sidewalk on McKinney Street (from Bell Place to Frame Street) as part of the Downtown Storm Drain Phase 1 Project. The remaining funds from the Downtown TIRZ Sidewalk and Lighting Project will be returned to the Downtown Tax Increment Financing Fund. The McKinney sidewalk section, which is proposed to be added to the scope of the Downtown Storm Drain Phase 1 Project, was originally a segment of the 2018 Sidewalk Improvements Project that was designed to address sidewalk connectivity gaps around the City. The original plan was to fund the McKinney sidewalk segment through the Community Development Block Grant (CDBG), but decisions were later made to reallocate CDBG funding to other projects. Since this segment of the 2018 Sidewalk Improvements Project falls within the Downtown TIRZ area and meets the goal of the Downtown TIRZ 178 Sidewalk and Lighting Project, staff recommends use of TIRZ funding as an appropriate funding source to complete this segment of sidewalk on McKinney Street. The Downtown Storm Drain Project Phase 1 is upgrading the existing storm drainage in the downtown region to prevent future flooding. The project is currently under construction and is scheduled to be completed in Quarter 4 of calendar year 2021. The contractor for the Downtown Storm Drain Phase 1 Project is currently mobilized and equipped to add the McKinney sidewalk segment to the scope of the project. It is more efficient from a cost and schedule perspective to amend the scope of the Downtown Storm Drain Project Phase 1 rather than the McKinney Sidewalk section being its own stand-alone project. RECOMMENDATION Staff recommends the transfer of $102,451.25 from the Downtown TIRZ Sidewalk and Lighting Project to fund a segment of sidewalk on McKinney from Frame Street to Bell Place as part of the scope of the Downtown Storm Drain Project Phase 1. Staff will provide a presentation on July 28 further outlining the need and intent of the proposed funding transfer. FISCAL INFORMATION The construction of sidewalk along McKinney from Frame Street to Bell Avenue is proposed to be funded from the Downtown Tax Increment Financing Fund. Staff calculated different construction scenarios for the proposed McKinney construction as an independent project, construction under the Downtown TIRZ, and construction under the Downtown Storm Drain Project Phase 1. Below are cost estimates based on each scenario: McKinney Sidewalk Construction Scenario Construction Cost Staff I Reason for Recommendation Recommendation EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. Ordinance 2018-033 Respectfully submitted: Rachel Wood Deputy Director of Capital Projects Prepared by: Kyle Pedigo Project Manager 179 More expensive. Concern with Independent $125,000.00 No additional congestion along Project McKinney corridor due to multiple contractors in the same work area. More expensive. Concern with Constructed Under $125,000.00 No additional congestion along Downtown TIRZ McKinney corridor due to multiple contractors in the same work area. Constructed Under Less expensive. Less congestion of Downtown Storm $102,451.25 Yes McKinney corridor due to single Drain PH I contractor performing work. Estimated Cost $22,548.75 EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. Ordinance 2018-033 Respectfully submitted: Rachel Wood Deputy Director of Capital Projects Prepared by: Kyle Pedigo Project Manager 179 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE TRANSFER OF FUNDS FROM THE DOWNTOWN TAX INCREMENT REINVESTMENT ZONE (TIRZ) SIDEWALK AND LIGHTING PROJECT TO THE DOWNTOWN STORM DRAIN PHASE 1 PROJECT IN THE AMOUNT OF $102,451.25 TO FACILITATE THE CONSTRUCTION OF THE MCKINNEY STREET SEGMENT (BELL PLACE TO FRAME STREET) OF THE 2018 SIDEWALK IMPROVEMENTS PROJECT. WHEREAS, the Downtown Tax Increment Reinvestment Zone ("TIRZ") Sidewalk and Lighting Project is currently scheduled to complete in the fourth quarter of calendar year 2021 and has a projected surplus of $400,000.00 upon completion; and WHEREAS, the Downtown Storm Drain Phase I Project is currently in construction and shares the construction zone with a planned sidewalk segment on McKinney Street, namely Bell Place to Frame Street (the "McKinney Street Segment"), which was originally planned as part of the 2018 Sidewalk Improvements Project; and WHEREAS, the funding originally identified for the McKinney Street Segment was reallocated to other projects; and WHEREAS, the McKinney Street Segment of the 2018 Sidewalk Improvements Project falls within the boundaries and scope established with the Downtown TIRZ Sidewalk and Lighting Project established in Ordinances 2011-128 and 2011-129 and, therefore, qualifies for TIRZ funding; and WHEREAS, cost and schedule savings will be realized by constructing the McKinney Street Segment of the 2018 Sidewalk Improvements Project as an amendment to the existing construction contract for the Downtown Storm Drain Phase 1 Project; and WHEREAS, if the proposed transfer is approved to fund sidewalk construction on McKinney Street, the remaining balance from the Downtown TIRZ Sidewalk and Lighting Project will be returned to the Downtown Tax Increment Financing Fund; and WHERAS, the TIRZ No. 1 Board reviewed and recommended approval of the proposed $102,451.25 transfer during their July 28, 2021 meeting; and WHEREAS, the City Council finds it is in the interest of public health and safety to authorize the above -referenced additional expenditure; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true and as if fully set forth in the body of this ordinance. SECTION 2. The Interim City Manager, or her designee, is authorized to transfer $102,451.25 in funding from the Downtown TIRZ Sidewalk and Lighting Project to the Downtown Storm Drain Phase I Project for the construction of sidewalk for the McKinney Street Segment from Bell Place to Frame Street. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by , the ordinance was passed and approved by the following vote - 1: Afire Nay Abstain Absent Gerard Hudspeth, Mayor: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2021. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY M. APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY 2 181 ORDINANCE NO. 2018-003 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING THE FISCAL YEAR 2017-18 BUDGET AND ANNUAL PROGRAM OF SERVICES OF THE CITY OF DENTON TO ALLOW FOR ADJUSTMENTS TO THE GENERAL FUND OF TWO MILLION SIX HUNDRED NINETY FIVE THOUSAND DOLLARS ($2,695,000) FOR THE PURPOSE OF FUNDING TRAFFIC AND PARK IMPROVEMENT PROJECTS, DOWNTOWN TAX INCREMENT REINVESTMENT ZONE FUND OF ONE MILLION FOUR HUNDRED SIXTY SIX THOUSAND EIGHT HUNDRED FORTY FIVE DOLLARS ($1,466,845) FOR THE PURPOSE OF FUNDING SIDEWALKS AND STREET LIGHTS IN DOWNTOWN AND AUTHORIZING SUCH PROJECTS, CAPITAL IMPROVEMENT PROGRAM FOUR MILLION ONE HUNDRED SIXTY ONE THOUSAND EIGHT HUNDRED FORTY FIVE DOLLARS ($4,161,845) FOR THE PURPOSE OF FUNDING THE CAPITAL PROJECTS; DECLARING A MUNICIPAL PURPOSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR AN OPEN MEETINGS CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 2017-254, the City Council of Denton, Texas, approved the Fiscal Year 2017-18 Budget and Annual Program of Services (the "Budget"); and WHEREAS, the City of Denton desires to increase funding in the General Fund to fund traffic improvement and park projects as described in Attachment 1; and WHEREAS, the City of Denton desires to increase funding in the Capital Improvement Program Fund to fund the capital projects; and WHEREAS, the City of Denton desires to increase funding in the Downtown Tax Increment Reinvestment Zone Fund ("TIF") to fund sidewalks and street lights in downtown as authorized herein for the dollar amounts as described in Attachment 1; and WHEREAS, Tex. Tax Code §§ 311.011(e) and 311.014 authorizes the City to pay the costs of improvements in the Tax Increment Reinvestment Zone ("TIRZ") with revenues deposited in the TIF, and Tex. Tax Code §311.008 provides that the City may exercise any power necessary and convenient to construct public improvements in the zone; and WHEREAS, pursuant to Ordinance No. 2010-316, on the 17th day of November, 2017, the board of directors for the TIRZ held a meeting and recommended the projects described herein be funded using the TIF ("TIRZ Public Improvements"), and the City Council of the City of Denton finds that the TIRZ Public Improvements are contemplated by the Project and Finance Plans for the Tax Increment Reinvestment Zone; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the above preamble to this Ordinance are true and correct and are hereby adopted. 182 SECTION 2. The Fiscal Year 2017-18 Budget and Annual Program of Services is hereby amended by the City Council as follows: to allow for an adjustment to the General Fund of $2,695,000, increasing appropriations from $119,687,991 to $122,382,991; Downtown Tax Increment Reinvestment Zone Fund, increasing appropriations from $76,000 to $1,542,845; Capital Improvement Program Fund, increasing appropriations from $518,435,000 to $522,596,845. SECTION 3. The TIRZ Public Improvements are more particularly authorized as follows and for the amounts described in Attachment 1: A. Repair or replace sidewalks on both sides of North Locust, north of the Square, where necessary and add any required ADA ramps; provide pedestrian -scale lighting to McKinney Street; and B. Repair or replace sidewalks on both sides of North Elm, north of the Square, where necessary and add any required ADA ramps; provide pedestrian -scale lighting to Parkway; and C. Provide pedestrian -scale lighting on W. Oak Street, west of the Square, from the 200 block to the east side of Carroll Blvd; and D. Provide pedestrian -scale lighting on W. Hickory Street, west of the Square, from the 200 block to the east side of Carroll Blvd. SECTION 4. This Ordinance shall be filed with the City Secretary, who is directed to attach a copy of this Ordinance to the Fiscal Year 2017-18 Budget and Annual Program of Services. SECTION 5. This Ordinance was approved by at least five members of the City Council as required by Section 8.08 of the City Charter. SECTION 6. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Ordinance, or the application thereof to any person or under any circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 7. It is officially found and determined that the meeting at which this Ordinance was passed was open to the public as required by law, and the public notice of the time, place and purpose of this meeting was given as required by law. SECTION 8. This Ordinance shall become effective immediately upon its passage and approval. Page 2 183 PASSED AND APPROVED this the w da) ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY Page 3 184 Capital Projects List Traffic and Park Improvement ProjectsEstimated Project Short -Term Improvement _74 -Cost Extend 288/Colorado Extend eastbound left turn lane $200,000 Country Club/Hickory Creek Rd. Add a westbound right hand turn lane $150,000 US 77/Dallas Dr./Teasley Ln. Add turn lanes, channelized islands $725,000 Bell Ave./McKinney Add a northbound right turn lane $120,000 Add a northbound left turn lane and improve the turning Carroll Blvd./Sherman Rd. radius on the southeast corner $425;000 University Dr./Old North Road Add left turn lanes (north -south) $500,000 Total $2,120,000 Vela Athletics Complex* $575,000 Total General Fund $2,695,000 *An additional $1,755,000 from the 2014 GO Bond Program may be reallocated to the Vela Athletics Complex project, pending approval by the Bond Oversight Committee. Downtown Tax Increment Reinvestment Zone ** Estimated Projects Location Cost Project A North Locust (Oak to McKinney) - Sidewalks $304,447 Project B North Elm (Oak to Parkway) - Sidewalks and Lights $651,476 Project C West Oak (Carroll to Elm) - Lights $255,461 Project D I West Hickory (Carroll to Elm) - Lights $255,461 Total Downtown Tax Increment Reinvestment Zone $1,466,845 Total Capital Program increase $4,161,845 * Estimated costs are preliminary and include contingencies.. 185 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1587, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of Change Order No. 4 to the contract between the City of Denton and Quality Excavation LTD, for construction of the McKinney Street sidewalk segment for the Downtown Storm Sewer Trunk Line PH I Project; providing for the expenditure of funds therefor; and providing an effective date (IFB 7086 - Change Order No. 4 in the not -to -exceed amount of $102,451.25, for a total contract award aggregated to $1,218,908.25). City of Denton Page 1 of 1 Printed on 8/6/2021 powered by Legistar' 186 11"'t"001110, DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: August 10, 2021 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of Change Order No. 4 to the contract between the City of Denton and Quality Excavation LTD, for construction of the McKinney Street sidewalk segment for the Downtown Storm Sewer Trunk Line PH I Project; providing for the expenditure of funds therefor; and providing an effective date (IFB 7086 — Change Order No. 4 in the not -to -exceed amount of $102,451.25, for a total contract award aggregated to $1,218,908.25). INFORMATION/BACKGROUND The Downtown Storm Sewer Trunk Line improvements project was created to address flooding in the downtown Denton area. Specific areas of concern are near the intersections of the Union Pacific Railroad and McKinney, Oak, Hickory, Mulberry and Sycamore streets. Phase I of the project consists of the improvements from McKinney to Hickory along the UPRR ROW plus the improvements on Oak Street. The original project total cost of $1,141,102.20 for Downtown Storm Sewer Trunk Line PH I construction consists of. $1,086,764.00 total base bid; and a $54,388.20 contingency. Change Order #1 was a negative change in the amount of -$4,710.00 due to the removal of split -casing intended to protect an existing sanitary sewer and the addition of three (3) junction boxes that were missed on the bid quantity tabulation. Change Order #2 depleted the full contingency amount of $59,048.20, plus an additional $19,121.80 to cover changing the 5" parking lot paving to 7" thick to match the existing conditions. Also, additional sidewalk was removed/replaced along McKinney and additional connections were required to the 6'x6' box to ensure that all drainage was connected. Change Order #1 was executed adding the negative amount back into the original contingency in error resulting in an higher contingency amount for Change Order #2. Change Order #3 was another negative change order in the amount of $43,767.00 for the reduction in parking lot paving due to difference of survey and estimated quantities, and removal of unnecessary items due to a change in the project plans and field conditions. Additional items included a TxDOT inlet due to conflict with existing utilities and a change in water line lowering from 6" to 8" sanitary sewer pipe. This is the fourth change order for this project. This change order is the result of adding a segment of the 2018 Sidewalks Improvement Project along McKinney due to overlap in both the scope and work area. Adding the sidewalk to this project resulted in a savings of approximately $22,548.75 as compared to 187 performing the sidewalk improvements as a separate project. Having a single contractor perform the work will also result in less congestion along McKinney Street. PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) On October 20, 2020, City Council approved a contract with Quality Excavation, LTD in the not -to -exceed amount of $1,141,102.20 (Ordinance 20-2061). On May 12, 2021, Purchasing approved a negative Change Order 1 with Quality Excavation, LTD, in the not -to -exceed amount of $4,710. On May 13, 2021, Purchasing approved a Change Order 2 with Quality Excavation, LTD, in the not -to - exceed amount of $59,048.20 using contingency funds and $19,121.80 of additional funding. On July 13, 2021, Purchasing approved a negative Change Order 3 with Quality Excavation, LTD, in the not -to -exceed amount of $43,767. RECOMMENDATION Award Change Order No. 4 with Quality Excavation LTD, for construction of the McKinney Street sidewalk segment for the Downtown Storm Sewer Trunk Line PH I Project, in a not -to -exceed amount of $102,451.25, for a total amended contract amount of $1,218,908.25. PRINCIPAL PLACE OF BUSINESS Quality Excavation LTD Aubrey, TX ESTIMATED SCHEDULE OF PROJECT The project is estimated to be completed within 318 calendar days from Notice to Proceed. The contract end date is October 28, 2021. FISCAL INFORMATION These services will be funded from TIRZ Funds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Ordinance and Contract Exhibit 3: Change Order 1 Exhibit 4: Change Order 2 Exhibit 5: Change Order 3 Exhibit 6: Ordinance and Change Order 4 188 Respectfully submitted: Lori Hewell, (940)-349-7100 Purchasing Manager For information concerning this acquisition, contact: Kyle Pedigo at 940-349-8425. Legal point of contact: Marcella Lunn at 940-349-8333. 189 ORDINANCE NO. 20-2061 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH QUALITY EXCAVATION, LLC, FOR THE CONSTRUCTION OF THE DOWNTOWN STORM SEWER TRUNK LINE PH I PROJECT FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 7086 - AWARDED TO QUALITY EXCAVATION, LLC, IN THE NOT -TO -EXCEED AMOUNT OF $1,141,102.20). WHEREAS, the City has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies or services as shown in the "Bid Proposals" submitted therefore; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the materials, equipment, supplies, or services, as described in the "Bid Invitations", "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AMOUNT 7086 Quality Excavation, LLC $1,141,102.20 SECTION 2. That the acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager, or his designated representative, is hereby authorized to execute a written contract in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Bid Proposal and related documents and to extend that contract as determined to be advantageous to the City of Denton. 190 SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by 30%r% - %4a -A and seconded by 71p.. C S , the ordinance was passed and approved by the following vote ["Z - 01: Aye Nay Abstain Absent Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: �! Paul Meltzer, At Large Place 6: ✓ 191 PASSED AND APPROVED this the day of OdrO he,< , 2020. DA, WA, --- CHRIS WATTS, NIAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: G 4dt-tZ 192 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 I CITY OF DENTON Docusign City Council Transmittal Coversheet IFB 7086 File Name Downtown storm sewer Purchasing Contact Laura Hermosillo City Council Target Date October 20, 2020 Piggy Back Option Not Applicable Contract Expiration "/A Ordinance 20-2061 DS + rt's 0U 193 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 019i I [1)\i1111UZ 91 005243-1 Agreement Page 1 of 6 2 AGREEMENT 3 THIS AGREEMENT, authorized on 10/20/2020 is made by and between the City of Denton, 4 a Texas home rule municipality, acting by and through its duly authorized City Manager, ("City"), 5 and Quality Excavation, LLC, authorized to do business in Texas, acting by and through its duly 6 authorized representative, ("Contractor"). 7 City and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: 8 Article 1. WORK 9 Contractor shall complete all Work as specified or indicated in the Contract Documents for the 10 Project identified herein. 11 Article 2. PROJECT 12 The project for which the Work under the Contract Documents may be the whole or only a part is 13 generally described as follows: 14 Downtown Storm Sewer 15 Contract No: 7086 16 Article 3. CONTRACT PRICE 17 City agrees to pay Contractor for performance of the Work in accordance with the Contract 18 Documents an amount, in current funds, of One million eighty-six thousand seven hundred sixtm 19 four Dollars and 0/100 cents ($1,086,764). At the sole option of the City, five (5) percent 20 contingency in the amount of fifty-four thousand three hundred and thirty-eight Dollars and 21 20/100 cents ($54,338.20) may be used for a total not -to -exceed amount of One million one 22 hundred and fortv-one thousand one hundred and two Dollars and 20/100 cents ($1.141.102.20). 23 24 Article 4. CONTRACT TIME 25 4.1 Final Acceptance. 26 The Work will be complete for Final Acceptance within 270 days after the date when the 27 Contract Time commences to run, as provided in Paragraph 2.03 of the General Conditions, 28 plus any extension thereof allowed in accordance with Article 12 of the General Conditions. 29 4.2 Liquidated Damages 30 Contractor recognizes that time is of the essence for completion of Milestones, if any, and 31 to achieve Final Acceptance of the Work and City will suffer financial loss if the Work is 32 not completed within the time(s) specified in Paragraph 4.1 above. The Contractor also 33 recognizes the delays, expense and difficulties involved in proving in a legal proceeding, 34 the actual loss suffered by the City if the Work is not completed on time. Accordingly, 35 instead of requiring any such proof, Contractor agrees that as liquidated damages for delay 36 (but not as a penalty), Contractor shall pay City Three Thousand Dollars ($3,000.00) for 37 each day that expires after the time specified in Paragraph 4.1 for Final Acceptance until 38 the City issues the Final Letter of Acceptance. CITY OF DENTON 7086 Downtown Storm Sewer STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 194 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 005243-2 Agreement Page 2 of 6 Ur M. -Ko ell 04"T.Tf11 r 1Z1Zs111u I Ileo K 2 5.1 CONTENTS: 3 A.The Contract Documents which comprise the entire agreement between City and 4 Contractor concerning the Work consist of the following: 5 1. This Agreement. 6 2. Attachments to this Agreement: 7 a. Bid Form 8 1) Proposal Form 9 2) Vendor Compliance to State Law Non -Resident Bidder 10 b. Current Prevailing Wage Rate Table 11 c. Worker's Compensation Affidavit 12 d. General Conditions. 13 e. Supplementary Conditions. 14 3. The following located in File 7086 at: 15 https:Hlfpubweb.cityofdenton.com/MaterialsManagementBrowse.aspx?startid=l9 16 &row=1 &dbid=0: 17 a. Specifications described in the Table of Contents of the Project's Contract 18 Documents. 19 b. North Central Texas Council of Governments Standard Specifications for Public 20 Works Construction — Fourth Edition, Divisions 200-800, and as amended by 21 City, and described in the Table of Contents of the Project's Contract Documents. 22 c. Drawings. 23 d. Addenda. 24 e. Documentation submitted by Contractor prior to Notice of Award. 25 4. The following which shall be issued after the Effective Date and delivered to the City 26 within ten (10) days of the Effective Date and before beginning Work: 27 a. Payment Bond 28 b. Performance Bond 29 c. Maintenance Bond 30 d. Power of Attorney for the Bonds 31 e. Form 1295 — Certificate of Interested Parties (email to purchasing) 32 f. Insurance Certificate 33 5. The following which may be delivered or issued after the Effective Date and, if 34 issued, become an incorporated part of the Contract Documents: 35 a. Notice to Proceed. 36 b. Field Orders. 37 c. Change Orders. 38 d. Letter of Final Acceptance. 39 40 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 7086 Downtown Storm Sewer 195 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 005243-3 Agreement Page 3 of 6 /_NW4M-41111r.n70Mulei ly[o1:vI[Wi 2 6.1 Contractor covenants and agrees to indemnify, hold harmless and defend, at its own 3 expense, the city, its officers, servants and employees, from and against any and all 4 claims arising out of, or alleged to arise out of, the work and services to be performed 5 by the contractor, its officers, agents, employees, subcontractors, licensees or invitees 6 under this contract. This indemnification provision is specifically intended to operate 7 and be effective even if it is alleged or proven that all or some of the damages being 8 sought were caused, in whole or in part, by any act, omission or negligence of the city. 9 This indemnity provision is intended to include, without limitation, indemnity for any 10 and all costs, expenses and legal fees incurred by the city in defending against such 11 claims and causes of actions. 12 13 6.2 Contractor covenants and agrees to indemnify and hold harmless, at its own expense, 14 the city, its officers, servants and employees, from and against any and all loss of, 15 damage to, or destruction of, property of the city, arising out of, or alleged to arise out 16 of, the work and services to be performed by the contractor, its officers, agents, 17 employees, subcontractors, licensees or invitees under this contract. This 18 indemnification provision is specifically intended to operate and be effective even if it is 19 alleged or proven that all or some of the damages being sought were caused, in whole or 20 in Dart. by anv act, omission or ne0i2ence of the citv. 21 22 Article 7. MISCELLANEOUS 23 7.1 Terms. 24 Terms used in this Agreement which are defined in Article 1 of the General Conditions will 25 have the meanings indicated in the General Conditions. 26 7.2 Assignment of Contract. 27 This Agreement, including all of the Contract Documents may not be assigned by the 28 Contractor without the advanced express written consent of the City. 29 7.3 Successors and Assigns. 30 City and Contractor each binds itself, its partners, successors, assigns and legal 31 representatives to the other party hereto, in respect to all covenants, agreements and 32 obligations contained in the Contract Documents. 33 7.4 Severability. 34 Any provision or part of the Contract Documents held to be unconstitutional, void or 35 unenforceable by a court of competent jurisdiction shall be deemed stricken, and all 36 remaining provisions shall continue to be valid and binding upon City and Contractor. 37 7.5 Governing Law and Venue. 38 This Agreement, including all of the Contract Documents is performable in the State of 39 Texas. Venue shall be Denton County, Texas, or the United States District Court for the 40 Eastern District of Texas, Sherman Division. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 7086 Downtown Storm Sewer 196 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 005243-4 Agreement Page 4 of 6 1 7.6 Authority to Sign. 2 Contractor shall attach evidence of authority to sign Agreement if signed by someone other 3 than the duly authorized signatory of the Contractor. 4 5 7.7 Prohibition On Contracts With Companies Boycotting Israel. 6 Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government 7 Code, the City is prohibited from entering into a contract with a company for goods or 8 services unless the contract contains a written verification from the company that it: (1) 9 does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 10 The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms 11 in Section 808.001 of the Texas Government Code. By signing this contract, Contractor 12 certifies that Contractor's signature provides written verification to the City that 13 Contractor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of 14 the contract. 15 16 7.8 Immigration Nationality Act. 17 Contractor shall verify the identity and employment eligibility of its employees who perform 18 work under this Agreement, including completing the Employment Eligibility Verification 19 Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms 20 and supporting eligibility documentation for each employee who performs work under this 21 Agreement. Contractor shall adhere to all Federal and State laws as well as establish 22 appropriate procedures and controls so that no services will be performed by any Contractor 23 employee who is not legally eligible to perform such services. CONTRACTOR SHALL 24 INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, 25 LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY 26 CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, 27 AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right 28 to immediately terminate this Agreement for violations of this provision by Contractor. 29 30 7.9 No Third -Party Beneficiaries. 31 This Agreement gives no rights or benefits to anyone other than the City and the Contractor 32 and there are no third -parry beneficiaries. 33 34 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 7086 Downtown Storm Sewer 197 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 005243-5 Agreement Page 5 of 6 7.10 No Cause of Action Against Engineer. 2 Contractor, its subcontractors and equipment and materials suppliers on the Project or their 3 sureties, shall maintain no direct action against the Engineer, its officers, employees, and 4 subcontractors, for any claim arising out of, in connection with, or resulting from the engineering 5 services performed. Only the City will be the beneficiary of any undertaking by the Engineer. 6 The presence or duties of the Engineer's personnel at a construction site, whether as on-site 7 representatives or otherwise, do not make the Engineer or its personnel in any way 8 responsible for those duties that belong to the City and/or the City's Contractors or other 9 entities, and do not relieve the Contractors or any other entity of their obligations, duties, and 10 responsibilities, including, but not limited to, all construction methods, means, techniques, 11 sequences, and procedures necessary for coordinating and completing all portions of the 12 construction work in accordance with the Contract Documents and any health or safety 13 precautions required by such construction work. The Engineer and its personnel have no 14 authority to exercise any control over any construction contractor or other entity or their 15 employees in connection with their work or any health or safety precautions. 16 17 SIGNATURE PAGE TO FOLLOW 18 CITY OF DENTON 7086 Downtown Storm Sewer STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 198 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 005243-6 Agreement Page 6 of 6 1 IN WITNESS WHEREOF, City and Contractor have each executed this Agreement to be effective 2 as of the date subscribed by the City's designated City Manager ("Effective Date"). 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 ATTEST: 38 ROSA RIOS, CITY SECRETARY 39DocuSigned by: 40 �a t� RZ04 41 1C5Ca8C5E175493... 42 43 44 APPROVED AS TO LEGAL FORM: 45 AARON LEAL, CITY ATTORNEY 46Docu11Signed by: 47 NiwGl�eiA+awAe� 7F9D328BF0204E5... CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 CITY OF DENTON .zOocuSigned by' itw t� II4..CI1 IVANlAurn CONTRACTOR QUALITY EXCAVATION, LLC DocunSi'gnedby, BYEKSES0362418EA4CF k ++n.rtiUhv, . AGENT Rob Mallon NAME Operations Manager TITLE 940 365 0800 PHONE NUMBER rob@qualityexcavationitd.com EMAIL ADDRESS THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. UocuSigned by: Ir.�ceas� s,e Rebecca Di vi ney N� CE9F284E486745F... 1 .—,;TED NAME Director of capital Projects/city Engineer TITLE capital Projects/Engineering DEPARTMENT 7086 Downtown Storm Sewer 199 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 004100-1 BID FORM Pagel of3 1 SECTION 00 4100 2 BID FORM 4 TO: Laura Mermosillo 5 c/o: Purchasing Division 6 901-B Texas Street 7 Denton, Texas 76209 8 9 FOR: Downtown Denton Storm Drain Phase I 10 11 1 Enter Into Agreement 12 13 The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an Agreement 14 with City in the form included in the Bidding Documents to perform and furnish all Work as 15 specified or indicated in the Contract Documents for the Bid Price and within the Contract Time 16 indicated in this Bid and in accordance with the other terms and conditions of the Contract 17 Documents. 18 19 2 BIDDER Acknowledgements and Certification 20 21 2.1 In submitting this Bid, Bidder accepts all of the terms and conditions of the INVITATION 22 TO BIDDERS and INSTRUCTIONS TO BIDDERS, including without limitation those 23 dealing with the disposition of Bid Bond. 24 2.2 Bidder is aware of all costs to provide the required insurance, will do so pending contract 25 award, and will provide a valid insurance certificate meeting all requirements within 14 26 days of notification of award. -- 27 2.3 Bidder certifies that this Bid is genuine and not made in the interest of or on behalf of any 28 undisclosed individual or entity and is not submitted in conformity with any collusive 29 agreement or rules of any group, association, organization, or corporation. 30 2.4 Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false 31 or sham Bid. 32 2.5 Bidder has not solicited or induced any individual or entity to refrain from bidding. 33 2.6 Bidder has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing 34 for the Contract. For the purposes of this Paragraph: 35 a. "corrupt practice" means the offering, giving, receiving, or soliciting of any thing 36 of value likely to influence the action of a public official in the bidding process. 37 38 b. "fraudulent practice" means an intentional misrepresentation of facts made (a) to 39 influence the bidding process to the detriment of City (b) to establish Bid prices 40 at artificial non-competitive levels, or (c) to deprive City of the benefits of free 41 and open competition. 42 43 c. "collusive practice" means a scheme or arrangement between two or more 44 Bidders, with or without the knowledge of City, a purpose of which is to 45 establish Bid prices at artificial, non-competitive levels. 46 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised S=Iember 10, 1018 IFB# 7086 200 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 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 47 48 49 004100-2 BID FORM Page 2 of 3 d. "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract. 2.7 The Bidder acknowledges and agrees to comply with the requirements of City Ethics Ordinance No. 18-757. 3 Time of Completion 3.1 The Work will be complete for Final Acceptance within 270 calendar days after the date when the Contract Time commences to run as provided in Paragraph 2.03 of the General Conditions. 3.2 Bidder accepts the provisions of the Agreement as to liquidated damages in the event of failure to complete the Work (and/or achievement of Milestones) within the times specified in the Agreement. 4 Attached to this Bid The following documents are attached to and made a part of this Bid: a. This Bid Form b. Required Bid Bond, Section 00 43 13 issued by a surety meeting the requirements of Paragraph 5.01 of the General Conditions. c. Proposal Form Section — Electronic Cony (either included in the Bid. or submitted prior to bid opening via httpd1dentontx.lonwav_e.net) d. Vendor Compliance to State Law Non -Resident Bidder, Section 00 43 37 e. Conflict of Interest Affidavit, Section 00 35 13 f. Proposed Subcontractors Form, Section 00 43 36 g. Bidders Minimum Qualification Statement, Section 00 45 13 h. Corporate Resolution of Authorized Signatories, Section 00 45 43 i. Any additional documents that may be required by Section 12 of the Instructions to Bidders 5 Total Bid Amount 5.1 Bidder will complete the Work in accordance with the Contract Documents for the following bid amount. In the space provided below, please enter the total bid amount for this project. Only this figure will be read publicly by the City at the bid opening. 5.2 It is understood and agreed by the Bidder in signing this proposal that the total bid amount entered below is subject to verification and/or modification by multiplying the unit bid prices for each pay item by the respective estimated quantities shown in this proposal and then totaling all of the extended amounts. Base Bid Amount: Trunk Line Improvements $ 841 066.00 Base Bid Amount: Oak Street Improvements $245698.00 Total Bid Amount: $ 1,086,764-00 CITY OF DEMON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20. 2018 !F8# 7086 201 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 004100-3 BID FORM Page 3 of 3 1 6 Bid Submittal 2 August 11 th 20 3 This Bid is submitted on '20 by the entity named below. 4 5 6 Respectful , 7 8 By: 9 (Signature) 10 11 -_Doug __ Murphy 12 (Printed Name) 13 14 Title: Sr. Estimator/Project Manager 15 16 Company: Quality Excavation, LLC 17 18 Address: 5580 US Hwy 377 19 Aubrey, Texas 76227 20 State of Incorporation: Texas 21 Email: doug@qualityexcavationitd.com 22 Phone: (940)365-0$00 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised &ptember 20.2018 Receipt is acknowledged of In' ' l the following Addenda: Addendum No. 1: Addendum No. 2: Addendum No. 3: Addendum No. 4: !FB# 7086 202 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 ADDENDUM #2 Addendum changes highlighted in orange ** Line #7: Required, no longer a billable line item. Instead of the contractor paying to support a power pole, contractor will just have to coordinate with DME. SECTION 00 42 43 PROPOSALFORM Downtown Denton Storm Drain Phase I UNIT PRICE BID 00 42 43 BID PROPOSAL Page 1 of 2 Bidder's Application CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Sub -Total Base Bid $841,066.00 IFB# 7086 203 Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Measure Bid Quantity Unit Price Extended Price Trunk Line Storm Sewer Improvements Base Bid General 1 Mobilization/Demobilization and Surety Bonds G1 & G2 LS 1 $ 108,287.00 $108,287.00 2 iTemporary Erosion Control G4 LS 1 $ 11,200.00 $11,200.00 3 General Site Preparation G5 LS 1 $ 8,800.00 $8,800.00 4 Traffic Control, Barricades, Barriers, Warning and Detour Signs G6 LS 1 $ 23,700.00 $23,700.00 5 Portable Changeable Message Board G3 MONTHS 9 $ 3,890.00 $35,010.00 6 Project Signs G3 EA 2 $ 650.00 $1,300.00 7** Support for Power Pole during Constr./ Coordinate w/DME G7 €A -2 Demolition 8 D.... oyp RG" D/'DD(;P 10 9 Remove 48" RCP SD11 LF 710 $ 33.00 $23,430.00 10 Remove 3'x3' Concrete Yard Inlet SD12 EA 1 $ 625.00 $625.00 11 Remove Existing Asphalt Street Pavement ST2 SF 550 $ 2.00 $1,100.00 12 Remove Existing Concrete Street Pavement STI SF 600 $ 2.00 $1,200.00 13 Remove Existing Concrete Parking Lot STI SF 7000 $ 1.00 $7,000.00 14 Remove Existing 5 ft Sidewalk STI LF 20 $ 19.00 $380.00 15 Remove Existing 6" Concrete Curb & Gutter ST1 LF 60 $ 11.00 $660.00 Drainage Improvements 16 6'x6' Precast Concrete Box Culvert SD6 LF 700 $ 527.00 $368,900.00 17 18" Class III RCP SD1 LF 10 $ 107.00 $1,070.00 18 48" Class III RCP Wye SD1 EA 1 $ 1,000.00 $1,000.00 19 10'x5' Concrete Junction Box SD3 EA 1 $ 12,000.00 $12,000.00 20 10'x6' Concrete Junction Box SD3 EA 1 $ 13,000.00 $13,000.00 21 Connect Proposed 18"RCP to 6'x6' Concrete Box Culvert SD7 EA 1 $ 1,100.00 $1,100.00 22 Connect Existing 24"RCP to 6'x6' Concrete Box Culvert SD7 EA 1 $ 1,400.00 $1,400.00 23 Connect Existing 48"RCP to 6'x6' Concrete Box Culvert SD7 EA 1 $ 1,700.00 $1,700.00 24 Reinstall 3'x3' Concrete Yard Inlet SD2 EA 1 $ 5,600.00 $5,600.00 25 Install 6'x6' Concrete 8 Degree Bend SD6 EA 2 $ 400.00 $800.00 26 Concrete Headwall and Outfall SD5 EA 1 $ 34,000.00 $34,000.00 27 Concrete Riprap for Channel SD9 SF 210 $ 14.00 $2,940.00 28 Asphalt Street Pavement ST3 SF 550 $ 11.00 $6,050.00 29 Concrete Street Pavement ST7 SF 600 $ 13.00 $7,800.00 30 Concrete Parking Lot Pavement ST12 SF 10700 $ 6.00 $64,200.00 31 5 ft Sidewalk ST5 LF 20 $ 40.00 $800.00 32 6" Concrete Curb & Gutter ST4 LF 60 $ 40.00 $2,400.00 33 stppi F.., .,... eRt of 19" Sanitary Sewer Pipe SS6 t -F 36 34 Steel Encasement of 24" Sanitary Sewer Pipe SS6 LF 16 $ 1,670.00 $26,720.00 35 4" Topsoil for Sod or Hydromulching ST9 SY 1667 $ 7.00 $11,669.00 36 Bermuda Solid Sod ST10 SY 167 $ 7.00 $1,169.00 37 Hydromulch ST11 SY 1500 $ 2.00 $3,000.00 38 Remove 14' of 8" San. Sewer in McKinney St. & install MH w/pipe SSI-SS4 LS 1 $ 7,700.00 $7,700.00 39 Install End Cap / Closure wall for 6' X 6' Box Culvert SD4 LS 1 $ 35,000.00 $35,000.00 40 Trench Safety SD8 LF 1 700 $ 3.00 $2,100.00 41 Steel Encasement of 12" Water Pipe SS6 LF 16 $ 391.00 $6,256.00 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Sub -Total Base Bid $841,066.00 IFB# 7086 203 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 00 42 43 BID PROPOSAL Page 2 of 2 ADDENDUM #2 Addendum changes highlighted in orange ** Line #7: Required, no longer a billable line item. Instead of the contractor paying to support a power pole, contractor will just have to coordinate with DME. SECTION 00 42 43 PROPOSALFORM Sub -Total Base Bid 1 $245,698.00 Total Bid for Project (includes Trunk Line and Oak Street Base Bids) 1 $1,086,764.00 END OF SECTION CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 IFB# 7086 204 Oak St. Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section No. Unit of Measure Bid Quantit Unit Price Extended Price Oak Street Storm Sewer Improvements Base Bid Demolition 1 Remove Existing 18" RCP SD11 LF 135 $ 19.00 $2,565.00 2 Remove Existing 5' Curb Inlet SD12 EA 1 $ 1,200.00 $1,200.00 3 Remove Existing 10' Curb Inlet SD12 EA 2 $ 1,200.00 $2,400.00 4 Remove Existing Grate Inlet SD12 EA 1 $ 1,200.00 $1,200.00 5 Remove Existing Asphalt Street Pavement ST2 SF 3700 $ 2.00 $7,400.00 6 Remove Existing Concrete Street Pavement ST1 SF 1500 $ 2.00 $3,000.00 7 Remove Existing 6" Concrete Curb & Gutter ST1 LF 70 $ 10.00 $700.00 Drainage Improvements 8 18" Class IV RCP SDI LF 120 $ 81.00 $9,720.00 9 21" Class IV RCP SDI LF 26 $ 108.00 $2,808.00 10 36" Class IV RCP SDI LF 281 $ 163.00 $45,803.00 11 42" Class IV RCP SDI LF 196 $ 188.00 $36,848.00 12 42" Class III RCP SDI LF 166 $ 174.00 $28,884.00 13 10' Curb Inlet SD2 EA 1 $ 6,700.00 $6,700.00 14 12' Curb Inlet SD2 EA 2 $ 7,500.00 $15,000.00 15 16' Curb Inlet SD2 EA 1 $ 8,500.00 $8,500.00 16 Install 60 Degree WYE for 21" RCP to 36" RCP SDI EA 1 $ 500.00 $500.00 17 Connect Existing 18" RCP to Proposed 36" RCP SD7 EA 1 $ 1,140.00 $1,140.00 18 Connect Existing 18" RCP to Proposed 10' Curb Inlet SD7 EA 1 $ 1,150.00 $1,150.00 19 Asphalt Street Pavement ST3 SF 3700 $ 5.00 $18,500.00 20 Concrete Street Pavement ST7 SF 1500 $ 8.00 $12,000.00 21 6" Concrete Curb & Gutter ST4 LF 70 $ 39.00 $2,730.00 22 Steel Encasement of 6" Sanitary Sewer Pipe SS6 LF 20 $ 445.00 $8,900.00 23 Steel Encasement of 12" Sanitary Sewer Pipe SS6 LF 10 $ 673.00 $6,730.00 24 Adjust 6" Water Line and install Steel Encasement WI EA 2 $ 8,070.00 $16,140.00 25 4" Topsoil for Sod or Hydromulching ST9 SY 300 $ 7.00 $2,100.00 26 Bermuda Solid Sod ST10 SY 100 $ 7.00 $700.00 27 Hydromulch ST11 SY 200 $ 2.00 $400.00 28 Trench Safety SD8 LF 660 $ 3.00 $1,980.00 Sub -Total Base Bid 1 $245,698.00 Total Bid for Project (includes Trunk Line and Oak Street Base Bids) 1 $1,086,764.00 END OF SECTION CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 IFB# 7086 204 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 004337- 1 VENDOR COMPLIANCE TO STATE LAW Page l of l 1 SECTION 00 43 37 2 VENDOR COMPLIANCE TO STATE LAW NON- RESIDENT BIDDER 3 4 Texas Government Code Chapter 2252 was adopted for the award of contracts to nonresident 5 bidders. This law provides that, in order to be awarded a contract as low bidder, nonresident 6 bidders (out-of-state contractors whose corporate offices or principal place of business are outside 7 the State of Texas) bid projects for construction, improvements, supplies or services in Texas at 8 an amount lower than the lowest Texas resident bidder by the same amount that a Texas resident 9 bidder would be required to underbid a nonresident bidder in order to obtain a comparable 10 contract in the State which the nonresident's principal place of business is located. 11 The appropriate blanks in Section A must be filled out by all nonresident bidders in order for your 12 bid to meet specifications. The failure of nonresident bidders to do so will automatically 13 disqualify that bidder. Resident bidders must check the box in Section B. 14 A. Nonresident bidders in the State of NIA ,our principal place of 15 business, are required to be NIA percent lower than resident bidders by State 16 Law. A copy of the statute is attached. 17 Nonresident bidders in the State of N/A , our principal place of business, 18 are not required to underbid resident bidders. 19 B. The principal place of business of our company or our parent company or majority owner is 20 in the State of Texas. ❑ 21 22 BIDDER: 24- Quality Excavation, -LIG By: Doug Murphy 25 Company a Print) 26 _ 27 5580 US Hwy 377 Signature: 28 Address 29 30 Aubrey, Texas 76227 Title: Sr. Estimator/Project Manager 31 City/State/Zip (Please Print) 32 33 Date: 8111120 34 35 END OF SECTION CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised 5eotember 10, 1018 IBF# 7086 205 DocuSign Envelope ID: 8D6F2F40-FO7B-476E-91AF-E73624A74B68 "General Decision Number: TX20200018 01/03/2020 Superseded General Decision Number: TX20190018 State: Texas Construction Type: Heavy Counties: Collin, Dallas, Denton, Ellis, Kaufman and Rockwall Counties in Texas. Water and Sewer Lines/Utilities (Including Related Tunneling Where the Tunnel is 48"" or Less in Diameter) Note: Under Executive Order (EO) 13658, an hourly minimum wage of $10.80 for calendar year 2020 applies to all contracts subject to the Davis -Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2015. If this contract is covered by the E0, the contractor must pay all workers in any classification listed on this wage determination at least $10.80 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in calendar year 2020. If this contract is covered by the EO and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must pay workers in that classification at least the wage rate determined through the conformance process set forth in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate, if it is higher than the conformed wage rate). The EO minimum wage rate will be adjusted annually. Please note that this EO applies to the above-mentioned types of contracts entered into by the federal government that are subject to the Davis -Bacon Act itself, but it does not apply to contracts subject only to the Davis -Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60). Additional information on contractor requirements and worker protections 206 DocuSign Envelope ID: 8D6F2F40-FO7B-476E-91AF-E73624A74B68 under the EO is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/03/2020 * PLUM0100-002 11/01/2017 Rates Fringes Plumbers and Pipefitters......... $ 30.84 11.51 SUTX1991-004 09/23/1991 Rates Fringes Laborers: Common ......................$ 7.25 Utility .....................$ 7.467 Pipelayer ........................$ 7.828 Power equipment operators: Backhoe .....................$ 10.804 Crane .......................$ 10.942 Front End Loader ............ $ 9.163 Tunneling Machine (48"" or less) .......................$ 9.163 TRUCK DRIVER .....................$ 8.528 WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis -Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the E0, the contractor must provide 207 DocuSign Envelope ID: 8D6F2F40-FO7B-476E-91AF-E73624A74B68 employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)). The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of ""identifiers"" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than ""SU"" or ­'UAVG"" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 208 DocuSign Envelope ID: 8D6F2F40-FO7B-476E-91AF-E73624A74B68 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the ""SU"" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. 209 DocuSign Envelope ID: 8D6F2F40-FO7B-476E-91AF-E73624A74B68 WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis -Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 210 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. END OF GENERAL DECISION 211 DocuSign Envelope ID: 8D6F2F40-FO7B-476E-91AF-E73624A74B68 "General Decision Number: TX20200025 01/03/2020 Superseded General Decision Number: TX20190025 State: Texas Construction Type: Highway Counties: Archer, Callahan, Clay, Collin, Dallas, Delta, Denton, Ellis, Grayson, Hunt, Johnson, Jones, Kaufman, Parker, Rockwall, Tarrant and Wise Counties in Texas. HIGHWAY CONSTRUCTION PROJECTS (excluding tunnels, building structures in rest area projects & railroad construction; bascule, suspension & spandrel arch bridges designed for commercial navigation, bridges involving marine construction; and other major bridges). Note: Under Executive Order (EO) 13658, an hourly minimum wage of $10.80 for calendar year 2020 applies to all contracts subject to the Davis -Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2015. If this contract is covered by the E0, the contractor must pay all workers in any classification listed on this wage determination at least $10.80 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in calendar year 2020. If this contract is covered by the EO and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must pay workers in that classification at least the wage rate determined through the conformance process set forth in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate, if it is higher than the conformed wage rate). The EO minimum wage rate will be adjusted annually. Please note that this EO applies to the above-mentioned types of contracts entered into by the federal government that are subject PA VA DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 to the Davis -Bacon Act itself, but it does not apply to contracts subject only to the Davis -Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60). Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/03/2020 * SUTX2011-007 08/03/2011 Rates Fringes CONCRETE FINISHER (Paving and Structures) ......................$ 14.12 ELECTRICIAN ......................$ 19.80 FORM BUILDER/FORM SETTER Paving & Curb ...............$ 13.16 Structures ..................$ 13.84 LABORER Asphalt Raker ...............$ 12.69 Flagger.....................$ 10.06 Laborer, Common .............$ 10.72 Laborer, Utility ............ $ 12.32 Pipelayer...................$ 13.24 Work Zone Barricade Servicer ....................$ 11.68 POWER EQUIPMENT OPERATOR: Asphalt Distributor ......... $ 15.32 Asphalt Paving Machine ...... $ 13.99 Broom or Sweeper ............ $ 11.74 Concrete Pavement Finishing Machine ...........$ 16.05 Concrete Saw ................$ 14.48 Crane Operator, Lattice Boom 80 Tons or Less ........ $ 17.27 Crane Operator, Lattice 213 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 Boom over 80 Tons ........... $ 20.52 Crane, Hydraulic 80 Tons or Less .....................$ 18.12 Crawler Tractor .............$ 14.07 Excavator, 50,000 pounds or less .....................$ 17.19 Excavator, over 50,000 pounds ......................$ 16.99 Foundation Drill , Truck Mounted .....................$ 21.07 Foundation Drill, Crawler Mounted .....................$ 17.99 Front End Loader 3 CY or Less ........................$ 13.69 Front End Loader, over 3 CY.$ 14.72 Loader/Backhoe..............$ 15.18 Mechanic ....................$ 17.68 Milling Machine .............$ 14.32 Motor Grader, Fine Grade .... $ 17.19 Motor Grader, Rough ......... $ 16.02 Pavement Marking Machine .... $ 13.63 Reclaimer/Pulverizer........ $ 11.01 Roller, Asphalt .............$ 13.08 Roller, Other ...............$ 11.51 Scraper .....................$ 12.96 Small Slipform Machine ...... $ 15.96 Spreader Box ................$ 14.73 Servicer .........................$ 14.58 Steel Worker (Reinforcing) ....... $ 16.18 TRUCK DRIVER Lowboy -Float ................$ 16.24 Off Road Hauler .............$ 12.25 Single Axle .................$ 12.31 Single or Tandem Axle Dump Truck .......................$ 12.62 Tandem Axle Tractor with Semi Trailer ................$ 12.86 Transit -Mix .................$ 14.14 WELDER ...........................$ 14.84 214 DocuSign Envelope ID: 8D6F2F40-FO7B-476E-91AF-E73624A74B68 WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis -Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the E0, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)). The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of ""identifiers"" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than ""SU"" or 215 DocuSign Envelope ID: 8D6F2F40-FO7B-476E-91AF-E73624A74B68 ""UAVG"" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the ""SU"" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage 216 DocuSign Envelope ID: 8D6F2F40-FO7B-476E-91AF-E73624A74B68 determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis -Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: 217 DocuSign Envelope ID: 8D6F2F40-FO7B-476E-91AF-E73624A74B68 Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. END OF GENERAL DECISION 218 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 W4526. 1 CONTRACTOR COMPLIANCE WITH WORKER'S COMPENSATION LAW Page 1 of] 1 SECTION 00 45 26 2 CONTRACTOR COMPLIANCE WITH WORKER'S COMPENSATION LAW 3 [Text in Blue is for information or guidance. Remove all blue text in the project final document] 4 Pursuant to Texas Labor Code Section 406.096(a), as amended, Contractor certifies that it 5 provides worker's compensation insurance coverage for all of its employees employed on {(exact 6 project name as it appears in the Contract Documents)}. Contractor further certifies that, 7 pursuant to Texas Labor Code, Section 406.096(b), as amended, it will provide to City its 8 subcontractor's certificates of compliance with worker's compensation coverage. 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 CONTRACTOR: Quality Excavation, LLC Company 5580 US Hwy 377 Address Aubrey, Texas 76227 City/StatelZip THE STATE OF TEXAS § COUNTY OF DENTON By: Doug Murphy (P1 Print) Signature: Title: Sr. Estimator/Project Manager (Please Print) fEFORE ME, the undersigned authority, on tliis day personally appeared OAS rYk,4rt , known to me to be the person whose name is subscribed to the foregoin 'nstrument, and acknowled ed to me that he/she executed the same as the act and deed offor the purposes and consideration therein express an in the capaci therein stated. GIVEN UN ER MY HAND AND SEAL OF OFFICE this 1 day of 2 4otry Aalicin�anfor t e State of Texas END OF SECTION CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised $Wtember 20,201 = r, fit n;,'�:. ,, PMM€LA M. FRANKLIN "'s �y Natery Public. State of Tex*s Comm. Expires 08-24-2024 .rr oF�.����� Notary ID 129100621 �ra++ IBF# 7486 219 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 220 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT TABLE OF CONTENTS Article 1 — Definitions and Terminology .................................. 1.01 Defined Terms ....................................................... 1.02 Terminology.......................................................... Article 2 — Preliminary Matters...................................................................... 2.01 Copies of Documents................................................................. 2.02 Commencement of Contract Time; Notice to Proceed ............. 2.03 Starting the Work....................................................................... 2.04 Before Starting Construction..................................................... 2.05 Preconstruction Conference....................................................... 2.06 Public Meeting........................................................................... 2.07 Initial Acceptance of Schedules ................................................. 2.08 Electronic Submittals................................................................. Article 3 — Contract Documents: Intent, Amending, Reuse ......... 3.01 Intent.......................................................................... . 3.02 Reference Standards ................................................... 3.03 Reporting and Resolving Discrepancies .................... 3.04 Amending and Supplementing Contract Documents 3.05 Reuse of Documents .................................................. 3.06 Electronic Data........................................................... Page ........................................1 ........................................1 ........................................ 6 ............................................... 7 ............................................... 7 .............................................. 7 ............................................... 7 ............................................... 7 ............................................... 8 ............................................... 8 ............................................... 8 ............................................... 8 ...................................... 8 ...................................... 8 ...................................... 9 ...................................... 9 ....................................10 ....................................10 ....................................11 Article 4 — Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions; Reference Points........................................................................................................... 11 4.01 Availability of Lands..................................................................................................................11 4.02 Subsurface and Physical Conditions..........................................................................................12 4.03 Differing Subsurface or Physical Conditions.............................................................................12 4.04 Underground Facilities...............................................................................................................13 4.05 Hazardous Environmental Condition at Site..............................................................................14 Article 5 — Bonds and Insurance......................................................... 5.01 Licensed Sureties and Insurers ........................................ 5.02 Performance, Payment, and Maintenance Bonds............ 5.03 Certificates of Insurance .................................................. 5.04 Contractor's Insurance..................................................... 5.05 Acceptance of Bonds and Insurance; Option to Replace Article 6 — Contractor's Responsibilities ................................. 6.01 Supervision and Superintendence ........................ CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20. 2018 ....................................................15 ....................................................15 ....................................................15 ....................................................16 ....................................................18 ....................................................19 ......................................................19 ...................................................... 19 221 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 6.02 Labor; Working Hours................................................................................................................19 35 6.03 Services, Materials, and Equipment........................................................................................... 20 6.04 Project Schedule..........................................................................................................................20 35 6.05 Substitutes and "Or-Equals"....................................................................................................... 21 6.06 Concerning Subcontractors, Suppliers, and Others....................................................................23 6.07 Wage Rates..................................................................................................................................24 6.08 Patent Fees and Royalties...........................................................................................................25 36 6.09 Permits and Utilities....................................................................................................................26 36 6.10 Laws and Regulations................................................................................................................. 26 6.11 Taxes...........................................................................................................................................27 6.12 Use of Site and Other Areas....................................................................................................... 27 6.13 Record Documents......................................................................................................................28 6.14 Safety and Protection.................................................................................................................. 29 6.15 Safety Representative..................................................................................................................29 6.16 Hazard Communication Programs............................................................................................. 30 6.17 Emergencies and/or Rectification............................................................................................... 30 6.18 Submittals....................................................................................................................................30 6.19 Continuing the Work................................................................................................................... 31 6.20 Contractor's General Warranty and Guarantee..........................................................................32 6.21 Indemnification......................................................................................................................... 32 6.22 Delegation of Professional Design Services.............................................................................. 33 6.23 Right to Audit.. :*************"******************'*******************""*******'****** ...... ****** ............ 34 6.24 Nondiscrimination.......................................................................................................................34 Article 7 - Other Work at the Site...................................................................................................................34 7.01 Related Work at Site................................................................................................................... 34 7.02 Coordination................................................................................................................................35 Article 8 - City's Responsibilities................................................................................................................... 35 8.01 Communications to Contractor...................................................................................................35 8.02 Furnish Data................................................................................................................................ 35 8.03 Pay When Due............................................................................................................................35 8.04 Lands and Easements; Reports and Tests...................................................................................36 8.05 Change Orders.............................................................................................................................36 8.06 Inspections, Tests, and Approvals.............................................................................................. 36 8.07 Limitations on City's Responsibilities....................................................................................... 36 8.08 Undisclosed Hazardous Environmental Condition....................................................................36 8.09 Compliance with Safety Program...............................................................................................36 Article 9 - City's Observation Status During Construction........................................................................... 36 9.01 City's Project Manager............................................................................................................ 36 9.02 Visits to Site................................................................................................................................ 37 9.03 Authorized Variations in Work.................................................................................................. 37 9.04 Rejecting Defective Work..........................................................................................................37 9.05 Determinations for Work Performed..........................................................................................37 9.06 Decisions on Requirements of Contract Documents and Acceptability of Work ..................... 38 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 0** DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 Article 10 - Changes in the Work; Claims; Extra Work 10.01 Authorized Changes in the Work ............... 10.02 Unauthorized Changes in the Work ........... 10.03 Execution of Change Orders ....................... 10.04 Extra Work ................................................. 10.05 Notification to Surety ................................. 10.06 Contract Claims Process ............................ Article 11 - Cost of the Work; Allowances; Unit Price Work; Plans Quantity Measurement ...................... 40 11.01 Cost of the Work......................................................................................................................... 40 11.02 Allowances.................................................................................................................................. 43 11.03 Unit Price Work.......................................................................................................................... 43 11.04 Plans Quantity Measurement......................................................................................................45 Article 12 - Change of Contract Price; Change of Contract Time................................................................. 45 12.01 Change of Contract Price............................................................................................................45 12.02 Change of Contract Time............................................................................................................46 12.03 Delays..........................................................................................................................................47 Article 13 - Tests and Inspections; Correction, Removal or Acceptance of Defective Work ...................... 47 13.01 Notice of Defects........................................................................................................................ 47 13.02 Access to Work........................................................................................................................... 47 13.03 Tests and Inspections.................................................................................................................. 47 13.04 Uncovering Work........................................................................................................................49 13.05 City May Stop the Work.............................................................................................................49 13.06 Correction or Removal of Defective Work................................................................................ 49 13.07 Correction Period........................................................................................................................ 50 13.08 Acceptance of Defective Work................................................................................................... 51 13.09 City May Correct Defective Work............................................................................................. 51 Article 14 - Payments to Contractor and Completion.................................................................................... 52 14.01 Schedule of Values...................................................................................................................... 52 14.02 Progress Payments...................................................................................................................... 52 14.03 Contractor's Warranty of Title................................................................................................... 54 14.04 Partial Utilization........................................................................................................................ 54 14.05 Final Inspection...........................................................................................................................55 14.06 Final Acceptance......................................................................................................................... 55 14.07 Final Payment.............................................................................................................................. 55 14.08 Final Completion Delayed and Partial Retainage Release........................................................56 14.09 Waiver of Claims........................................................................................................................ 56 Article 15 - Suspension of Work and Termination ........... 15.01 City May Suspend Work ................................ 15.02 City May Terminate for Cause ...................... 15.03 City May Terminate For Convenience .......... CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 ....................................... 57 ....................................... 57 ....................................... 57 ....................................... 59 223 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 Article 16 — Dispute Resolution ................... 16.01 Methods and Procedures .......... Article 17 —Miscellaneous ........................... 17.01 Giving Notice ........................... 17.02 Computation of Times ............. 17.03 Cumulative Remedies .............. 17.04 Survival of Obligations ............ 17.05 Headings ................................... ................................................................................................... 61 ................................................................................................... 61 ................................................................................................... 62 ................................................................................................... 62 ................................................................................................... 62 ................................................................................................... 62 ................................................................................................... 63 ................................................................................................... 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 224 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 1 of 63 ARTICLE 1– DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in these General Conditions or in other Contract Documents, the terms listed below have the meanings indicated which are applicable to both the singular and plural thereof, and words denoting gender shall include the masculine, feminine and neuter. Said terms are generally capitalized or written in italics, but not always. When used in a context consistent with the definition of a listed -defined term, the term shall have a meaning as defined below whether capitalized or italicized or otherwise. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. 2. Agreement—The written instrument which is evidence of the agreement between City and Contractor covering the Work. 3. Application for Payment—The form acceptable to City which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 4. Asbestos—Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 5. Award – Authorization by the City Council for the City to enter into an Agreement. 6. Bid—The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 7. Bidder—The individual or entity who submits a Bid directly to City. 8. Bidding Documents—The Bidding Requirements and the proposed Contract Documents (including all Addenda). 9. Bidding Requirements—The advertisement or Invitation to Bid, Instructions to Bidders, Bid security of acceptable form, if any, and the Bid Form with any supplements. 10. Business Day – A business day is defined as a day that the City conducts normal business, generally Monday through Friday, except for federal or state holidays observed by the City. 11. Calendar Day – A day consisting of 24 hours measured from midnight to the next midnight. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 225 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 2 of 63 12. Change Order A document, which is prepared and approved by the City, which is signed by Contractor and City and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Time, issued on or after the Effective Date of the Agreement. 13. City— The City of Denton is a Texas home -rule municipal corporation acting by its City Council through its City Manager or his designee. 14. City Attorney – The officially appointed City Attorney of the City of Denton, Texas, or his duly authorized representative. 15. City Council - The duly elected and qualified governing body of the City of Denton, Texas. 16. City Manager – The officially appointed and authorized City Manager of the City of Denton, Texas, or his duly authorized representative. 17. Contract Claim—A demand or assertion by City or Contractor seeking an adjustment of Contract Price or Contract Time, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third parry is not a Contract Claim. 18. Contract—The entire and integrated written document between the City and Contractor concerning the Work. The Contract contains the Agreement and all Contract Documents and supersedes prior negotiations, representations, or agreements, whether written or oral. 19. Contract Documents—Those items so designated in the Agreement. All items listed in the Agreement are Contract Documents. Approved Submittals, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 20. Contract Price—The moneys payable by City to Contractor for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph 11.03 in the case of Unit Price Work). 21. Contract Time—The number of days or the dates stated in the Agreement to: (i) achieve Milestones, if any and (ii) complete the Work so that it is ready for Final Acceptance. 22. Contractor—The individual or entity with whom City has entered into the Agreement. 23. Cost of the Work—See Paragraph 11.01 of these General Conditions for definition. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 226 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 3 of 63 24. Damage Claims — A demand for money or services arising from the Project or Site from a third parry, City or Contractor exclusive of a Contract Claim. 25. Day or day — A day, unless otherwise defined, shall mean a Calendar Day. 26. Drawings—That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Submittals are not Drawings as so defined. 27. Effective Date of the Agreement—The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 28. Engineer—The licensed professional engineer or engineering firm registered in the State of Texas performing professional services for the City. 29. Extra Work — Additional work made necessary by changes or alterations of the Contract Documents or quantities; or for other reasons for which no prices are provided in the Contract Documents. Extra work shall be part of the Work. 30. Field Order — A written order issued by City which requires changes in the Work but which does not involve a change in the Contract Price, Contract Time, or the intent of the Engineer. 31. Final Acceptance — The written notice given by the City to the Contractor that the Work specified in the Contract Documents has been completed to the satisfaction of the City. 32. Final Inspection — Inspection carried out by the City to verify that the Contractor has completed the Work, and each and every part or appurtenance thereof, fully, entirely, and in conformance with the Contract Documents. 33. General Requirements—Sections of Division 1 of the Contract Documents. 34. Hazardous Environmental Condition — The presence at the Site of Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, or other materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto. 35. Hazardous Waste—Hazardous waste is defined as any solid waste listed as hazardous or possesses one or more hazardous characteristics as defined in the federal waste regulations, as amended from time to time. 36. Incidental — Work items that the Contractor is not paid for directly, but costs for which are included under the various bid items of the Project. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 04A DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 4 of 63 37. Laws and Regulations—Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 38. Liens—Charges, security interests, or encumbrances upon Project funds, real property, or personal property. 39. Major Item – An Item of work included in the Contract Documents that has a total cost equal to or greater than 5% of the original Contract Price or $25,000 whichever is less. 40. Milestone—A principal event specified in the Contract Documents relating to an intermediate Contract Time prior to Final Acceptance of the Work. 41. Notice of Award—The written notice by City to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, City will sign and deliver the Agreement. 42. Notice to Proceed—A written notice given by City to Contractor fixing the date on which the Contract Time will commence to run and on which Contractor shall start to perform the Work specified in Contract Documents. 43. PCBs—Polychlorinated biphenyls. 44. Petroleum—Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non -Hazardous Waste and crude oils. 45. Plans – See definition of Drawings. 46. Project Schedule—A schedule, prepared and maintained by Contractor, in accordance with the General Requirements, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Time. 47. Project—The Work to be performed under the Contract Documents. 48. Project Manager —The authorized representative of the City who will be assigned to the Proj ect. 49. Project Manual – The documentary information prepared for bidding and furnishing the Work. A listing of the contents of the Project Manual is contained in its Table of Contents. 50. Public Meeting – An announced meeting conducted by the City to facilitate public participation and to assist the public in gaining an informed view of the Project. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 228 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 5 of 63 51. Radioactive Material—Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 52. Regular Working Hours – Excluding legal holidays, regular working hours shall be Monday thru Friday between 6:00 a.m. and 8:30 p.m. from June 1 to September 30 and between 7:00 a.m. and 8:30 p.m. from October 1 to May 31. 53. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 54. Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities. 55. Schedule of Values—A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor's Applications for Payment. 56. Site—Lands or areas indicated in the Contract Documents as being furnished by City upon which the Work is to be performed, including rights-of-way, permits, and easements for access thereto, and such other lands furnished by City which are designated for the use of Contractor. 57. Specifications—That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. Specifications may be specifically made a part of the Contract Documents by attachment or, if not attached, may be incorporated by reference as indicated in the Table of Contents (Division 00 00 00) of each Project. 58. Subcontractor—An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 59. Submittals—All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 60. Subsidiary – See definition of Incidental. 61. Successful Bidder—The Bidder submitting the lowest and most responsive Bid to whom City makes an Award. 62. Superintendent – The representative of the Contractor who is available at all times and able to receive instructions from the City and to act for the Contractor. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 229 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 6 of 63 63. Supplementary Conditions—That part of the Contract Documents which amends or supplements these General Conditions. 64. Supplier—A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. 65. Underground Facilities—All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including but not limited to, those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 66. Unit Price Work—See Paragraph 11.03 of these General Conditions for definition. 67. Weekend Working Hours — Hours between 8:00 a.m. and 8:30 p.m., Saturday, and between 1:00 p.m. and 8:30 p.m. Sunday or legal holiday, as approved in advance by the City. 68. Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction including any Change Order or Field Order, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. 69. Working Day — A working day is defined as a day, not including Saturdays, Sundays, or legal holidays authorized by the City for contract purposes, in which weather or other conditions not under the control of the Contractor will permit the performance of the principal unit of work underway for a continuous period of not less than 7 hours between 7 a.m. and 8 p.m. 1.02 Terminology A. The words and terms discussed in Paragraph 1.02.B through E are not defined but, when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. Intent of Certain Terms or Adjectives: 1. The Contract Documents include the terms "as allowed," "as approved," "as ordered," "as directed" or terms of like effect or import to authorize an exercise of judgment by City. In addition, the adjectives "reasonable," "suitable," "acceptable," "proper," "satisfactory," or adjectives of like effect or import are used to describe an action or determination of City as to the Work. It is intended that such exercise of professional judgment, action, or determination will be solely to evaluate, in general, the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 230 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 C. Defective: 007200-1 GENERAL CONDITIONS Page 7 of 63 1. The word "defective," when modifying the word "Work," refers to Work that is unsatisfactory, faulty, or deficient in that it: a. does not conform to the Contract Documents; or b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or c. has been damaged prior to City's written acceptance. D. Furnish, Install, Perform, Provide: 1. The word "Furnish" or the word "Install" or the word "Perform" or the word "Provide" or the word "Supply," or any combination or similar directive or usage thereof, shall mean furnishing and incorporating in the Work including all necessary labor, materials, equipment, and everything necessary to perform the Work indicated, unless specifically limited in the context used. E. Unless stated otherwise in the Contract Documents, words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2 — PRELIMINARY MATTERS 2.01 Copies of Documents City shall furnish to Contractor one (1) original executed copy and one (1) electronic copy of the Contract Documents, and three (3) additional copies of the Drawings. Additional copies will be furnished upon request at the cost of reproduction. 2.02 Commencement of Contract Time; Notice to Proceed The Contract Time will commence to run on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective Date of the Agreement. 2.03 Starting the Work Contractor shall start to perform the Work on the date when the Contract Time commences to run. No Work shall be done at the Site prior to the date on which the Contract Time commences to run. 2.04 Before Starting Construction Baseline Schedules: Submit in accordance with the Contract Documents, and prior to starting the Work. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 231 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 2.05 Preconstruction Conference 007200-1 GENERAL CONDITIONS Page 8 of 63 Before any Work at the Site is started, the Contractor shall attend a Preconstruction Conference as specified in the Contract Documents. 2.06 Public Meeting Contractor may not mobilize any equipment, materials or resources to the Site prior to Contractor attending the Public Meeting as scheduled by the City. 2.07 Initial Acceptance of Schedules No progress payment shall be made to Contractor until acceptable schedules are submitted to City in accordance with the Schedule Specification as provided in the Contract Documents. 2.08 Electronic Submittals A. Except as otherwise stated elsewhere in the Contract, the City and Contractor may transmit, and shall accept, Project -related correspondence, text, data, documents, drawings, information, and graphics, including but not limited to Shop Drawings and other submittals, in electronic media or digital format. B. When transmitting items in electronic media or digital format, the transmitting party makes no representations as to long term compatibility, usability, or readability of the items resulting from the recipient's use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the items, or from those established in applicable transmittal protocols. ARTICLE 3 — CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.01 Intent A. The Contract Documents are complementary; what is required by one is as binding as if required by all. B. It is the intent of the Contract Documents to describe a functionally complete project (or part thereof) to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment that reasonably may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result will be provided whether or not specifically called for, at no additional cost to City. C. Clarifications and interpretations of the Contract Documents shall be issued by City. D. The Specifications may vary in form, format and style. Some Specification sections may be written in varying degrees of streamlined or declarative style and some sections may be CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 232 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 9 of 63 relatively narrative by comparison. Omission of such words and phrases as "the Contractor shall," "in conformity with," "as shown," or "as specified" are intentional in streamlined sections. Omitted words and phrases shall be supplied by inference. Similar types of provisions may appear in various parts of a section or articles within a part depending on the format of the section. The Contractor shall not take advantage of any variation of form, format or style in making Contract Claims. E. The cross referencing of specification sections under the subparagraph heading "Related Sections include but are not necessarily limited to:" and elsewhere within each Specification section is provided as an aid and convenience to the Contractor. The Contractor shall not rely on the cross referencing provided and shall be responsible to coordinate the entire Work under the Contract Documents and provide a complete Project whether or not the cross referencing is provided in each section or whether or not the cross referencing is complete. 3.02 Reference Standards A. Standards, Specifications, Codes, Laws, and Regulations 1. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard, specification, manual, or code, or any instruction of a Supplier, shall be effective to change the duties or responsibilities of City, Contractor, or any of their subcontractors, consultants, agents, or employees, from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to City, or any of its officers, directors, members, partners, employees, agents, consultants, or subcontractors, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. Contractor's Review of Contract Documents Before Starting Work: Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein against all applicable field measurements and conditions. Contractor shall promptly report in writing to City any conflict, error, ambiguity, or discrepancy which Contractor discovers, or has actual knowledge of, and shall obtain a written interpretation or clarification from City before proceeding with any Work affected thereby. 2. Contractor's Review of Contract Documents During Performance of Work: If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 233 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 10 of 63 within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation, (b) any standard, specification, manual, or code, or (c) any instruction of any Supplier, then Contractor shall promptly report it to City in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 6.17.A) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in Paragraph 3.04. 3. Contractor shall not be liable to City for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor had actual knowledge thereof. B. Resolving Discrepancies: 1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and the provisions of any standard, specification, manual, or the instruction of any Supplier (whether or not specifically incorporated by reference in the Contract Documents). 2. In case of discrepancies, figured dimensions shall govern over scaled dimensions, Drawings shall govern over Specifications, and Supplementary Conditions shall govern over General Conditions and Specifications. 3.04 Amending and Supplementing Contract Documents A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by a Change Order. B. The requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work not involving a change in Contract Price or Contract Time, may be authorized, by one or more of the following ways: 1. A Field Order; 2. City's review of a Submittal (subject to the provisions of Paragraph 6.18.C); or 3. City's written interpretation or clarification. 3.05 Reuse of Documents A. Contractor and any Subcontractor or Supplier shall not: 1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer, including electronic media editions; or 2. reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of City and specific written CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 234 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 11 of 63 verification or adaptation by Engineer. B. The prohibitions of this Paragraph 3.05 will survive final payment, or termination of the Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes. 3.06 Electronic Data A. Unless otherwise stated in the Supplementary Conditions, the data furnished by City or Engineer to Contractor, or by Contractor to City or Engineer, that may be relied upon are limited to the printed copies included in the Contract Documents (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B. When transferring documents in electronic media format, the transferring parry makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data's creator. ARTICLE 4 — AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 4.01 Availability of Lands A. City shall furnish the Site. City shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work. City will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. 1. The City has obtained or anticipates acquisition of and/or access to right-of-way, and/or easements. Any outstanding right-of-way and/or easements are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding right-of-way, and/or easements. 2. The City has or anticipates removing and/or relocating utilities, and obstructions to the Site. Any outstanding removal or relocation of utilities or obstructions is anticipated in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding utilities or obstructions to be removed, adjusted, and/or relocated by others. B. Upon reasonable written request, City shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which the Work is to be performed. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 235 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 12 of 63 C. Contractor shall provide for all additional lands and access thereto that may be required for construction facilities or storage of materials and equipment. 4.02 Subsurface and Physical Conditions A. Reports and Drawings: The Supplementary Conditions identify: 1. those reports known to City of explorations and tests of subsurface conditions at or contiguous to the Site; and 2. those drawings known to City of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities). B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Contractor may not make any Contract Claim against City, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions, or information. 4.03 Differing Subsurface or Physical Conditions A. Notice: If Contractor believes that any subsurface or physical condition that is uncovered or revealed either: 1. is of such a nature as to establish that any "technical data" on which Contractor is entitled to rely as provided in Paragraph 4.02 is materially inaccurate; or 2. is of such a nature as to require a change in the Contract Documents; or 3. differs materially from that shown or indicated in the Contract Documents; or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; then Contractor shall, promptly after becoming aware thereof and before further disturbing the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 236 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 13 of 63 subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.17.A), notify City in writing about such condition. B. Possible Price and Time Adjustments Contractor shall not be entitled to any adjustment in the Contract Price or Contract Time if: 1. Contractor knew of the existence of such conditions at the time Contractor made a final commitment to City with respect to Contract Price and Contract Time by the submission of a Bid or becoming bound under a negotiated contract; or 2. the existence of such condition could reasonably have been discovered or revealed as a result of the examination of the Contract Documents or the Site; or 3. Contractor failed to give the written notice as required by Paragraph 4.03.A. 4.04 Underground Facilities A. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site is based on information and data furnished to City or Engineer by the owners of such Underground Facilities, including City, or by others. Unless it is otherwise expressly provided in the Supplementary Conditions: 1. City and Engineer shall not be responsible for the accuracy or completeness of any such information or data provided by others; and 2. the cost of all of the following will be included in the Contract Price, and Contractor shall have full responsibility for: a. reviewing and checking all such information and data; b. locating all Underground Facilities shown or indicated in the Contract Documents; c. coordination and adjustment of the Work with the owners of such Underground Facilities, including City, during construction; and d. the safety and protection of all such Underground Facilities and repairing any damage thereto resulting from the Work. B. Not Shown or Indicated: 1. If an Underground Facility which conflicts with the Work is uncovered or revealed at or contiguous to the Site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.17.A), CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 237 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 14 of 63 identify the owner of such Underground Facility and give notice to that owner and to City. City will review the discovered Underground Facility and determine the extent, if any, to which a change may be required in the Contract Documents to reflect and document the consequences of the existence or location of the Underground Facility. Contractor shall be responsible for the safety and protection of such discovered Underground Facility. 2. If City concludes that a change in the Contract Documents is required, a Change Order may be issued to reflect and document such consequences. 3. Verification of existing utilities, structures, and service lines shall include notification of all utility companies a minimum of 48 hours in advance of construction including exploratory excavation if necessary. 4.05 Hazardous Environmental Condition at Site A. Reports and Drawings: The Supplementary Conditions identify those reports and drawings known to City relating to Hazardous Environmental Conditions that have been identified at the Site. B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Contractor may not make any Contract Claim against City, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions or information. C. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or revealed at the Site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Work. Contractor shall be responsible for a Hazardous Environmental Condition created with any materials brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible. D. If Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall immediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 238 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 15 of 63 Paragraph 6.17.A); and (iii) notify City (and promptly thereafter confirm such notice in writing). City may consider the necessity to retain a qualified expert to evaluate such condition or take corrective action, if any. E. Contractor shall not be required to resume Work in connection with such condition or in any affected area until after City has obtained any required permits related thereto and delivered written notice to Contractor: (i) specifying that such condition and any affected area is or has been rendered suitable for the resumption of Work; or (ii) specifying any special conditions under which such Work may be resumed. F. If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then City may order the portion of the Work that is in the area affected by such condition to be deleted from the Work. City may have such deleted portion of the Work performed by City's own forces or others. G. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06. G shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. H. The provisions of Paragraphs 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site. ARTICLE 5 — BONDS AND INSURANCE 5.01 Licensed Sureties and Insurers All bonds and insurance required by the Contract Documents to be purchased and maintained by Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Texas to issue bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. 5.02 Performance, Payment, and Maintenance Bonds A. Contractor shall furnish performance and payment bonds, in accordance with Texas Government Code Chapter 2253 or successor statute, each in an amount equal to the Contract Price as security for the faithful performance and payment of all of Contractor's obligations under the Contract Documents. B. Contractor shall furnish maintenance bonds in an amount equal to the Contract Price as security CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 239 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 16 of 63 to protect the City against any defects in any portion of the Work described in the Contract Documents. Maintenance bonds shall remain in effect for two (2) years after the date of Final Acceptance by the City. C. All bonds shall be in the form prescribed by the Contract Documents except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in the list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All bonds signed by an agent or attorney-in-fact must be accompanied by a sealed and dated power of attorney which shall show that it is effective on the date the agent or attorney-in-fact signed each bond. The bonds must be dated on, or after, the date of the Contract. D. If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in the State of Texas or it ceases to meet the requirements of Paragraph 5.02.C, Contractor shall promptly notify City and shall, within 30 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the requirements of Paragraphs 5.01 and 5.02.C. 5.03 Certificates of Insurance A. Contractor shall deliver to City, with copies to each additional insured and loss payee identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by City or any other additional insured) which Contractor is required to purchase and maintain. 1. The certificate of insurance shall document the City, and all identified entities named in the Supplementary Conditions as "Additional Insured" on all liability policies. 2. The Contractor's general liability insurance shall include a, "per project" or "per location", endorsement, which shall be identified in the certificate of insurance provided to the City. 3. The certificate shall be signed by an agent authorized to bind coverage on behalf of the insured, be complete in its entirety, and show complete insurance carrier names as listed in the current A.M. Best Property & Casualty Guide 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except for workers' compensation, all insurers must have a minimum rating of A-: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of City is required. 5. All applicable policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City. In addition, the Contractor agrees to waive all rights of subrogation against the Engineer (if applicable), and each additional insured identified in the Supplementary Conditions CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 240 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 17 of 63 6. Failure of the City to demand such certificates or other evidence of full compliance with the insurance requirements or failure of the City to identify a deficiency from evidence that is provided shall not be construed as a waiver of Contractor's obligation to maintain such lines of insurance coverage. 7. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. 8. Unless otherwise stated, all required insurance shall be written on the "occurrence basis". If coverage is underwritten on a claims -made basis, the retroactive date shall be coincident with or prior to the date of the effective date of the agreement and the certificate of insurance shall state that the coverage is claims -made and the retroactive date. The insurance coverage shall be maintained for the duration of the Contract and for three (3) years following Final Acceptance provided under the Contract Documents or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. 9. Policies shall have no exclusions by endorsements, which, neither nullify or amend, the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved in writing by the City. In the event a Contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires the contractor/engineer to obtain such coverage, the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 10. Any self-insured retention (SIR), in excess of $25,000.00, affecting required insurance coverage shall be approved by the City in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups, or self -funding, must also be approved by City. 11. Any deductible in excess of $5,000.00, for any policy that does not provide coverage on a first -dollar basis, must be acceptable to and approved by the City. 12. City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverage's and their limits when deemed necessary and prudent by the City based upon the scope of the Work, changes in statutory law, court decision or the claims history of the industry as well as of the contracting parry to the City. The City shall be required to provide prior notice of 90 days, and the insurance adjustments shall be incorporated into the Work by Change Order. 13. City shall be entitled, upon written request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions necessary to conform the policy and endorsements to the requirements of the Contract. Deletions, revisions, or modifications shall not be required where policy provisions are established by CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 241 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 18 of 63 law or regulations binding upon either parry or the underwriter on any such policies. 14. City shall not be responsible for the direct payment of insurance premium costs for Contractor's insurance. 5.04 Contractor's Insurance A. Workers Compensation and Employers' Liability. Contractor shall purchase and maintain such insurance coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Texas Labor Code, Ch. 406, as amended), and minimum limits for Employers' Liability as is appropriate for the Work being performed and as will provide protection from claims set forth below which may arise out of or result from Contractor's performance of the Work and Contractor's other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable: 1. claims under workers' compensation, disability benefits, and other similar employee benefit acts; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees. B. Commercial General Liability. Coverage shall include but not be limited to covering liability (bodily injury or property damage) arising from: premises/operations, independent contractors, products/completed operations, personal injury, liability under an insured contract, and explosion/collapse/underground (where those exposures exist). Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the City. The Commercial General Liability policy, shall have no exclusions by endorsements that would alter of nullify premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained with the policy, unless the City approves such exclusions in writing. For construction projects that present a substantial completed operation exposure, the City may require the contractor to maintain completed operations coverage for a minimum of no less than three (3) years following the completion of the project (if identified in the Supplementary Conditions). C. Automobile Liability. A commercial business auto policy shall provide coverage on "any auto", defined as autos owned, hired and non -owned and provide indemnity for claims for damages because bodily injury or death of any person and or property damage arising out of the work, maintenance or use of any motor vehicle by the Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Pzya DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 19 of 63 D. Railroad Protective Liability. If any of the work or any warranty work is within the limits of railroad right-of-way, the Contractor shall comply with the requirements identified in the Supplementary Conditions. E. Notification of Policy Cancellation: Contractor shall immediately notify City upon cancellation or other loss of insurance coverage. Contractor shall stop work until replacement insurance has been procured. There shall be no time credit for days not worked pursuant to this section. 5.05 Acceptance of Bonds and Insurance; Option to Replace If City has any objection to the coverage afforded by or other provisions of the bonds or insurance required to be purchased and maintained by the Contractor in accordance with Article 5 on the basis of non-conformance with the Contract Documents, the City shall so notify the Contractor in writing within 10 Business Days after receipt of the certificates (or other evidence requested). Contractor shall provide to the City such additional information in respect of insurance provided as the City may reasonably request. If Contractor does not purchase or maintain all of the bonds and insurance required by the Contract Documents, the City shall notify the Contractor in writing of such failure prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. ARTICLE 6 — CONTRACTOR'S RESPONSIBILITIES 6.01 Supervision and Superintendence A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. B. At all times during the progress of the Work, Contractor shall assign a competent Superintendent, who is proficient in English, and who shall not be replaced without written notice to City. If at any time the Superintendent is not satisfactory to the City, Contractor shall, if requested by City, replace the Superintendent with another satisfactory to City. C. Contractor shall notify the City 24 hours prior to moving areas during the sequence of construction. 6.02 Labor; Working Hours A. Contractor shall provide competent, suitably qualified personnel to perform construction as required by the Contract Documents. Contractor shall at all times maintain good discipline and order at the Site. B. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during Regular Working Hours. Contractor will not permit the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 243 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 20 of 63 performance of Work beyond Regular Working Hours or for Weekend Working Hours without City's written consent (which will not be unreasonably withheld). Written request (by letter or electronic communication) to perform Work: for beyond Regular Working Hours, request must be made by noon at least two (2) Business Days prior 2. for Weekend Working Hours, request must be made by noon of the preceding Wednesday 3. for legal holidays, request must be made by noon seven Days prior to the legal holiday. 6.03 Services, Materials, and Equipment A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, Contractor required testing, start-up, and completion of the Work, whether or not such items are specifically called for in the Contract Documents. B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of sufficient quality to complete the Work and new, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of City. If required by City, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. C. All materials and equipment to be incorporated into the Work shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. D. All items of standard equipment to be incorporated into the Work shall be the latest model at the time of bid, unless otherwise specified. 6.04 Project Schedule A. Contractor shall adhere to the Project Schedule established in accordance with Paragraph 2.07 and the General Requirements as it may be adjusted from time to time as provided below. Contractor shall submit to City for acceptance (to the extent indicated in Paragraph 2.07 and the General Requirements) proposed adjustments in the Project Schedule that will not result in changing the Contract Time. Such adjustments will comply with any provisions of the General Requirements applicable thereto. 2. Contractor shall submit to City a monthly Project Schedule with a monthly progress payment CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 244 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 21 of 63 for the duration of the Contract in accordance with the schedule specification 0132 16. 3. Proposed adjustments in the Project Schedule that will change the Contract Time shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Time may only be made by a Change Order. 6.05 Substitutes and "Or -Equals " A. Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or "or -equal" item or no substitution is permitted, other items of material or equipment of other Suppliers may be submitted to City for review under the circumstances described below. 1. "Or -Equal " Items: If in City's sole discretion an item of material or equipment proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, it may be considered by City as an "or -equal" item, in which case review and approval of the proposed item may, in City's sole discretion, be accomplished without compliance with some or all of the requirements for approval of proposed substitute items. For the purposes of this Paragraph 6.05.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if- a. i a. the City determines that: 1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole; and 3) it has a proven record of performance and availability of responsive service; and 4) it is not objectionable to the City. b. Contractor certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the City or increase in Contract Time; and 2) it will conform substantially to the detailed requirements of the item named in the Contract Documents. 2. Substitute Items: a. If in City's sole discretion an item of material or equipment proposed by Contractor does not qualify as an "or -equal" item under Paragraph 6.05.A.1, it may be submitted as a CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 245 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 22 of 63 proposed substitute item. b. Contractor shall submit sufficient information as provided below to allow City to determine if the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. Requests for review of proposed substitute items of material or equipment will not be accepted by City from anyone other than Contractor. c. Contractor shall make written application to City for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application shall comply with Section 012 5 00 and: 1) shall certify that the proposed substitute item will: a) perform adequately the functions and achieve the results called for by the general design; b) be similar in substance to that specified; c) be suited to the same use as that specified; and 2) will state: a) the extent, if any, to which the use of the proposed substitute item will prejudice Contractor's achievement of final completion on time; b) whether use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with City for other work on the Project) to adapt the design to the proposed substitute item; c) whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty; and 3) will identify: a) all variations of the proposed substitute item from that specified; b) available engineering, sales, maintenance, repair, and replacement services; and 4) shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including costs of redesign and Damage Claims of other contractors affected by any resulting change. B. Substitute Construction Methods or Procedures: If a specific means, method, technique, sequence, or procedure of construction is expressly required by the Contract Documents, Contractor may furnish or utilize a substitute means, method, technique, sequence, or procedure CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 246 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 23 of 63 of construction approved by City. Contractor shall submit sufficient information to allow City, in City's sole discretion, to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. Contractor shall make written application to City for review in the same manner as those provided in Paragraph 6.05.A.2. C. City's Evaluation: City will be allowed a reasonable time within which to evaluate each proposal or submittal made pursuant to Paragraphs 6.05.A and 6.05.B. City may require Contractor to furnish additional data about the proposed substitute. City will be the sole judge of acceptability. No "or -equal" or substitute will be ordered, installed or utilized until City's review is complete, which will be evidenced by a Change Order in the case of a substitute and an accepted Submittal for an "or -equal." City will advise Contractor in writing of its determination. D. Special Guarantee: City may require Contractor to furnish at Contractor's expense a special performance guarantee, warranty, or other surety with respect to any substitute. Contractor shall indemnify and hold harmless City and anyone directly or indirectly employed by them from and against any and all claims, damages, losses and expenses (including attorneys fees) arising out of the use of substituted materials or equipment. E. City's Cost Reimbursement: City will record City's costs in evaluating a substitute proposed or submitted by Contractor pursuant to Paragraphs 6.05.A.2 and 6.05.B. Whether or not City approves a substitute so proposed or submitted by Contractor, Contractor may be required to reimburse City for evaluating each such proposed substitute. Contractor may also be required to reimburse City for the charges for making changes in the Contract Documents (or in the provisions of any other direct contract with City) resulting from the acceptance of each proposed substitute. F. Contractor's Expense: Contractor shall provide all data in support of any proposed substitute or "or -equal" at Contractor's expense. G. City Substitute Reimbursement: Costs (savings or charges) attributable to acceptance of a substitute shall be incorporated to the Contract by Change Order. H. Time Extensions: No additional time will be granted for substitutions. 6.06 Concerning Subcontractors, Suppliers, and Others A. Contractor shall perform with his own organization, work of a value not less than 35% of the value embraced on the Contract, unless otherwise approved by the City. B. Contractor shall not employ any Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, against whom City may have reasonable objection. Contractor shall not be required to employ any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable objection (excluding those acceptable to City as indicated in Paragraph 6.06.C). C. The City may from time to time require the use of certain Subcontractors, Suppliers, or other CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 247 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 24 of 63 individuals or entities on the project, and will provide such requirements in the Supplementary Conditions. D. Contractor shall be fully responsible to City for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as Contractor is responsible for Contractor's own acts and omissions. Nothing in the Contract Documents: 1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between City and any such Subcontractor, Supplier or other individual or entity; nor 2. shall create any obligation on the part of City to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations. E. Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor. F. All Subcontractors, Suppliers, and such other individuals or entities perfonning or furnishing any of the Work shall communicate with City through Contractor. G. All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an appropriate agreement between Contractor and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of City. 6.07 Wage Rates A. Duty to pay Prevailing Wage Rates. The Contractor shall comply with all requirements of Chapter 2258, Texas Government Code (as amended), including the payment of not less than the rates determined by the City Council of the City of Denton to be the prevailing wage rates in accordance with Chapter 2258. Such prevailing wage rates are included in these Contract Documents. B. Penalty for Violation. A Contractor or any Subcontractor who does not pay the prevailing wage shall, upon demand made by the City, pay to the City $60 for each worker employed for each calendar day or part of the day that the worker is paid less than the prevailing wage rates stipulated in these contract documents. This penalty shall be retained by the City to offset its administrative costs, pursuant to Texas Government Code 2258.023. C. Complaints of Violations and City Determination of Good Cause. On receipt of information, including a complaint by a worker, concerning an alleged violation of 2258.023, Texas Government Code, by a Contractor or Subcontractor, the City shall make an initial determination, before the 31 st day after the date the City receives the information, as to whether CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 248 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 25 of 63 good cause exists to believe that the violation occurred. The City shall notify in writing the Contractor or Subcontractor and any affected worker of its initial determination. Upon the City's determination that there is good cause to believe the Contractor or Subcontractor has violated Chapter 2258, the City shall retain the full amounts claimed by the claimant or claimants as the difference between wages paid and wages due under the prevailing wage rates, such amounts being subtracted from successive progress payments pending a final determination of the violation. D. Arbitration Required if Violation Not Resolved. An issue relating to an alleged violation of Section 2258.023, Texas Government Code, including a penalty owed to the City or an affected worker, shall be submitted to binding arbitration in accordance with the Texas General Arbitration Act (Article 224 et seq., Revised Statutes) if the Contractor or Subcontractor and any affected worker does not resolve the issue by agreement before the 15th day after the date the City makes its initial determination pursuant to Paragraph C above. If the persons required to arbitrate under this section do not agree on an arbitrator before the 11th day after the date that arbitration is required, a district court shall appoint an arbitrator on the petition of any of the persons. The City is not a party in the arbitration. The decision and award of the arbitrator is final and binding on all parties and may be enforced in any court of competent jurisdiction. E. Records to be Maintained. The Contractor and each Subcontractor shall, for a period of three (3) years following the date of acceptance of the work, maintain records that show (i) the name and occupation of each worker employed by the Contractor in the construction of the Work provided for in this Contract; and (ii) the actual per diem wages paid to each worker. The records shall be open at all reasonable hours for inspection by the City. The provisions of Paragraph 6.23, Right to Audit, shall pertain to this inspection. F. Progress Payments. With each progress payment or payroll period, whichever is less, the Contractor shall submit an affidavit stating that the Contractor has complied with the requirements of Chapter 2258, Texas Government Code. G. Posting of Wage Rates. The Contractor shall post prevailing wage rates in a conspicuous place at all times. H. Subcontractor Compliance. The Contractor shall include in its subcontracts and/or shall otherwise require all of its Subcontractors to comply with Paragraphs A through G above. 6.08 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if, to the actual knowledge of City, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by City in the Contract Documents. Failure of the City to disclose such information does not relieve the Contractor from its obligations to pay for the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 249 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 use of said fees or royalties to others. 007200-1 GENERAL CONDITIONS Page 26 of 63 B. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents. 6.09 Permits and Utilities A. Contractor obtained permits and licenses. Contractor shall obtain and pay for all construction permits and licenses except those provided for in the Supplementary Conditions or Contract Documents. City shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of opening of Bids, or, if there are no Bids, on the Effective Date of the Agreement, except for permits provided by the City as specified in 6.09.13. City shall pay all charges of utility owners for connections for providing permanent service to the Work. B. City obtained permits and licenses. City will obtain and pay for all permits and licenses as provided for in the Supplementary Conditions or Contract Documents. It will be the Contractor's responsibility to carry out the provisions of the permit. If the Contractor initiates changes to the Contract and the City approves the changes, the Contractor is responsible for obtaining clearances and coordinating with the appropriate regulatory agency. The City will not reimburse the Contractor for any cost associated with these requirements of any City acquired permit. The following are permits the City will obtain if required: 1. Texas Department of Transportation Permits 2. U.S. Army Corps of Engineers Permits 3. Texas Commission on Environmental Quality Permits 4. Railroad Company Permits 5. Texas Department of Licensing and Regulation (TDLR) Permits C. Outstanding permits and licenses. The City anticipates acquisition of and/or access to permits and licenses. Any outstanding permits and licenses are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding permits and licenses. 6.10 Laws and Regulations CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 250 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 27 of 63 A. Contractor shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, the City shall not be responsible for monitoring Contractor's compliance with any Laws or Regulations. B. If Contractor performs any Work knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work. However, it shall not be Contractor's responsibility to make certain that the Specifications and Drawings are in accordance with Laws and Regulations, but this shall not relieve Contractor of Contractor's obligations under Paragraph 3.02. C. Changes in Laws or Regulations not known at the time of opening of Bids having an effect on the cost or time of performance of the Work may be the subject of an adjustment in Contract Price or Contract Time. 6.11 Taxes A. On a contract awarded by the City, an organization which qualifies for exemption pursuant to Texas Tax Code, Subchapter H (as amended), the Contractor may purchase, rent or lease all materials, supplies and equipment used or consumed in the performance of this contract by issuing to his supplier an exemption certificate in lieu of the tax, said exemption certificate to comply with State Comptroller's Rulings applicable to Texas Tax Code, Subchapter H. Any such exemption certificate issued to the Contractor in lieu of the tax shall be subject to and shall comply with all applicable rulings pertaining to the Texas Tax Code, Subchapter H. B. Texas Tax permits and information may be obtained from: 1. Comptroller of Public Accounts Sales Tax Division Capitol Station Austin, TX 78711; or 2. http://www.window.state.tx.us/taxinfo/taxforms/93-fonns.html 6.12 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: Contractor shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof, or of any adjacent land or areas CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 251 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 28 of 63 resulting from the performance of the Work. 2. At any time when, in the judgment of the City, the Contractor has obstructed, closed, or is carrying on operations in a portion of a street, right-of-way, or easement greater than is necessary for proper execution of the Work, the City may require the Contractor to finish the section on which operations are in progress before work is commenced on any additional area of the Site. 3. Construction equipment, spoil materials, supplies, forms, buildings, labs, or equipment and supply storage buildings, or any other item that may be transported by flood flows, shall not be stored within existing federal floodways during the course of the Work. 4. Should any Damage Claim be made by any such owner or occupant because of the performance of the Work, Contractor shall promptly attempt to resolve the Damage Claim. 5. Pursuant to Paragraph 6.21, Contractor shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against City. B. Removal of Debris During Performance of the Work: During the progress of the Work Contractor shall keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. C. Site Maintenance Cleaning: 24 hours after written notice is given to the Contractor that the clean-up on the job site is proceeding in a manner unsatisfactory to the City, if the Contractor fails to correct the unsatisfactory procedure, the City may take such direct action as the City deems appropriate to correct the clean-up deficiencies cited to the Contractor in the written notice (by letter or electronic communication), and the costs of such direct action, plus 25% of such costs, shall be deducted from the monies due or to become due to the Contractor. D. Final Site Cleaning: Prior to Final Acceptance of the Work, Contractor shall clean the Site and the Work and make it ready for utilization by City or adjacent property owner. At the completion of the Work Contractor shall remove from the Site all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition or better all property disturbed by the Work. E. Loading Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.13 Record Documents A. Contractor shall maintain in a safe place at the Site or in a place designated by the Contractor and approved by the City, one (1) record copy of all Drawings, Specifications, Addenda, Change Orders, Field Orders, and written interpretations and clarifications in good order and annotated to CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 252 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 29 of 63 show changes made during construction. These record documents together with all approved Samples and a counterpart of all accepted Submittals will be available to City for reference. Upon completion of the Work, these record documents, any operation and maintenance manuals, and Submittals will be delivered to City prior to Final Inspection. Contractor shall include accurate locations for buried and embedded items. 6.14 Safety and Protection A. Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. Such responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 1. all persons on the Site or who may be affected by the Work; 2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and 3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. B. Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners of adjacent property and of Underground Facilities and other utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property. C. Contractor shall comply with the applicable requirements of City's safety programs, if any. D. Contractor shall inform City of the specific requirements of Contractor's safety program, if any, with which City's employees and representatives must comply while at the Site. E. All damage, injury, or loss to any property referred to in Paragraph 6.14.A.2 or 6.14.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor. F. Contractor's duties and responsibilities for safety and for protection of the Work shall continue until such time as all the Work is completed and City has accepted the Work. 6.15 Safety Representative Contractor shall inform City in writing of Contractor's designated safety representative at the Site. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 253 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 6.16 Hazard Communication Programs 007200-1 GENERAL CONDITIONS Page 30 of 63 Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers in accordance with Laws or Regulations. 6.17 Emergencies and/or Rectification A. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss. Contractor shall give City prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If City determines that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Change Order may be issued. B. Should the Contractor fail to respond to a request from the City to rectify any discrepancies, omissions, or correction necessary to conform with the requirements of the Contract Documents, the City shall give the Contractor written notice that such work or changes are to be performed. The written notice shall direct attention to the discrepant condition and request the Contractor to take remedial action to correct the condition. In the event the Contractor does not take positive steps to fulfill this written request, or does not show just cause for not taking the proper action, within 24 hours, the City may take such remedial action with City resources or by contract. The City shall deduct an amount equal to the entire costs for such remedial action, plus 25%, from any funds due or become due the Contractor on the Project. 6.18 Submittals A. Contractor shall submit required Submittals to City for review and acceptance in accordance with the accepted Schedule of Submittals (as required by Paragraph 2.07). Each submittal will be identified as City may require. 1. Submit in accordance with the General Requirements. 2. Data shown on the Submittals will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data, to demonstrate to City the services, materials, and equipment Contractor proposes to provide, and to enable City to review the information for the limited purposes required by Paragraph 6.18.C. 3. Submittals submitted as herein provided by Contractor and reviewed by City for conformance with the design concept shall be executed in conformity with the Contract Documents unless otherwise required by City. 4. When Submittals are submitted for the purpose of showing the installation in greater detail, their review shall not excuse Contractor from requirements shown on the Drawings and Specifications. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 254 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 31 of 63 5. For -Information -Only submittals upon which the City is not expected to conduct review or take responsive action may be so identified in the Contract Documents. 6. Submit required number of Samples specified in the Specifications. 7. Clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as City may require to enable City to review the submittal for the limited purposes required by Paragraph 6.18.C. B. Where a Submittal is required by the Contract Documents or the Schedule of Submittals, any related Work performed prior to City's review and acceptance of the pertinent submittal will be at the sole expense and responsibility of Contractor. C. City's Review: 1. City will provide timely review of required Submittals in accordance with the Schedule of Submittals acceptable to City. City's review and acceptance will be only to determine if the items covered by the submittals will, after installation or incorporation in the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. City's review and acceptance will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, technique, sequence, or procedure of construction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and acceptance of a separate item as such will not indicate approval of the assembly in which the item functions. 3. City's review and acceptance shall not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Section 01 33 00 and City has given written acceptance of each such variation by specific written notation thereof incorporated in or accompanying the Submittal. City's review and acceptance shall not relieve Contractor from responsibility for complying with the requirements of the Contract Documents. 6.19 Continuing the Work Except as otherwise provided, Contractor shall carry on the Work and adhere to the Project Schedule during all disputes or disagreements with City. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as City and Contractor may otherwise agree in writing. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 255 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 32 of 63 6.20 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to City that all Work will be in accordance with the Contract Documents and will not be defective. City and its officers, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on representation of Contractor's warranty and guarantee. B. Contractor's warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper maintenance or operation by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2. normal wear and tear under normal usage. C. Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor's obligation to perform the Work in accordance with the Contract Documents: 1. observations by City; 2. recommendation or payment by City of any progress or final payment; 3. the issuance of a certificate of Final Acceptance by City or any payment related thereto by City; 4. use or occupancy of the Work or any part thereof by City; 5. any review and acceptance of a Submittal by City; 6. any inspection, test, or approval by others; or 7. any correction of defective Work by City. D. The Contractor shall remedy any defects or damages in the Work and pay for any damage to other work or property resulting therefrom which shall appear within a period of two (2) years from the date of Final Acceptance of the Work unless a longer period is specified and shall furnish a good and sufficient maintenance bond, complying with the requirements of Article 5.02.13. The City will give notice of observed defects with reasonable promptness. 6.21 Indemnification A. Contractor covenants and agrees to indemnify, hold harmless and defend, at its own expense, the City, its officers, servants and employees, from and against any and all claims arising out of, or alleged to arise out of, the work and services to be performed by the Contractor, its officers, agents, employees, subcontractors, licenses or invitees under this CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 256 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 33 of 63 Contract. THIS INDEMNIFICATION PROVISION IS SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT, OMISSION OR NEGLIGENCE OF THE CITY. This indemnity provision is intended to include, without limitation, indemnity for costs, expenses and legal fees incurred by the City in defending against such claims and causes of actions. B. Contractor covenants and agrees to indemnify and hold harmless, at its own expense, the City, its officers, servants and employees, from and against any and all loss, damage or destruction of property of the City, arising out of, or alleged to arise out of, the work and services to be performed by the Contractor, its officers, agents, employees, subcontractors, licensees or invitees under this Contract. THIS INDEMNIFICATION PROVISION IS SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT, OMISSION OR NEGLIGENCE OF THE CITY. 6.22 Delegation of Professional Design Services A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. B. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents, City will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, and Submittals prepared by such professional. Submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to City. C. City shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided City has specified to Contractor performance and design criteria that such services must satisfy. D. Pursuant to this Paragraph 6.22, City's review and acceptance of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. City's review and acceptance of Submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 6.18.C. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 257 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 6.23 Right to Audit 007200-1 GENERAL CONDITIONS Page 34 of 63 A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 6.24 Nondiscrimination A. The City is responsible for operating Public Transportation Programs and implementing transit - related projects, which are funded in part with Federal financial assistance awarded by the U.S. Department of Transportation and the Federal Transit Administration (FTA), without discriminating against any person in the United States on the basis of race, color, or national origin. B. Title V1, Civil Rights Act of 1964 as amended: Contractor shall comply with the requirements of the Act and the Regulations as further defined in the Supplementary Conditions for any project receiving Federal assistance. ARTICLE 7 — OTHER WORK AT THE SITE 7.01 Related Work at Site A. City may perform other work related to the Project at the Site with City's employees, or other City contractors, or through other direct contracts therefor, or have other work performed by utility owners. If such other work is not noted in the Contract Documents, then written notice thereof will be given to Contractor prior to starting any such other work; and B. Contractor shall afford each other contractor who is a party to such a direct contract, each utility owner, and City, if City is performing other work with City's employees or other City contractors, proper and safe access to the Site, provide a reasonable opportunity for the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 258 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 35 of 63 introduction and storage of materials and equipment and the execution of such other work, and properly coordinate the Work with theirs. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering such work; provided, however, that Contractor may cut or alter others' work with the written consent of City and the others whose work will be affected. C. If the proper execution or results of any part of Contractor's Work depends upon work performed by others under this Article 7, Contractor shall inspect such other work and promptly report to City in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor's Work. Contractor's failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor's Work except for latent defects in the work provided by others. 7.02 Coordination A. If City intends to contract with others for the performance of other work on the Project at the Site, the following will be set forth in Supplementary Conditions: 1. the individual or entity who will have authority and responsibility for coordination of the activities among the various contractors will be identified; 2. the specific matters to be covered by such authority and responsibility will be itemized; and 3. the extent of such authority and responsibilities will be provided. B. Unless otherwise provided in the Supplementary Conditions, City shall have authority for such coordination. ARTICLE 8 — CITY'S RESPONSIBILITIES 8.01 Communications to Contractor Except as otherwise provided in the Supplementary Conditions, City shall issue all communications to Contractor. 8.02 Furnish Data City shall timely furnish the data required under the Contract Documents. 8.03 Pay When Due City shall make payments to Contractor in accordance with Article 14. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 259 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 8.04 Lands and Easements; Reports and Tests 007200-1 GENERAL CONDITIONS Page 36 of 63 City's duties with respect to providing lands and easements and providing engineering surveys to establish reference points are set forth in Paragraphs 4.01 and 4.05. Paragraph 4.02 refers to City's identifying and making available to Contractor copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at or contiguous to the Site that have been utilized by City in preparing the Contract Documents. 8.05 Change Orders City shall execute Change Orders in accordance with Paragraph 10.03. 8.06 Inspections, Tests, and Approvals City's responsibility with respect to certain inspections, tests, and approvals is set forth in Paragraph 13.03. 8.07 Limitations on City's Responsibilities A. The City shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. City will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. B. City will notify the Contractor of applicable safety plans pursuant to Paragraph 6.14. 8.08 Undisclosed Hazardous Environmental Condition City's responsibility with respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 4.06. 8.09 Compliance with Safety Program While at the Site, City's employees and representatives shall comply with the specific applicable requirements of Contractor's safety programs of which City has been informed pursuant to Paragraph 6.14. ARTICLE 9 — CITY'S OBSERVATION STATUS DURING CONSTRUCTION 9.01 City's Project Manager or Duly Authorized Representative City will provide a Project Manager or duly authorized representative during the construction period. The duties and responsibilities and the limitations of authority of City's Project Manager or duly appointed representative during construction are set forth in the Contract Documents. City's Project Manager for this Contract is as set forth in the Supplementary Conditions. City will establish a duly authorized representative at the Preconstruction Meeting in accordance with Section 013 1 19. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 260 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 37 of 63 9.02 Visits to Site A. City will make visits to the Site at intervals appropriate to the various stages of construction as City deems necessary in order to observe the progress that has been made and the quality of the various aspects of Contractor's executed Work. Based on information obtained during such visits and observations, City will determine, in general, if the Work is proceeding in accordance with the Contract Documents. City will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. City's efforts will be directed toward providing City a greater degree of confidence that the completed Work will conform generally to the Contract Documents. B. City's visits and observations are subject to all the limitations on authority and responsibility set forth in Paragraph 8.07. Particularly, but without limitation, during or as a result of City's visits or observations of Contractor's Work, City will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 9.03 Authorized Variations in Work City's Project Manager or duly authorized representative may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Time and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order and will be binding on City and also on Contractor, who shall perform the Work involved promptly. 9.04 Rejecting Defective Work City will have authority to reject Work which City's Project Manager or duly authorized representative believes to be defective, or will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. City will have authority to conduct special inspection or testing of the Work as provided in Article 13, whether or not the Work is fabricated, installed, or completed. 9.05 Determinations for Work Performed Contractor will determine the actual quantities and classifications of Work performed. City's Project Manager or duly authorized representative will review with Contractor the preliminary determinations on such matters before rendering a written recommendation. City's written decision will be final (except as modified to reflect changed factual conditions or more accurate data). CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 261 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 38 of 63 9.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. City will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. B. City will render a written decision on any issue referred. C. City's written decision on the issue referred will be final and binding on the Contractor, subject to the provisions of Paragraph 10.06. ARTICLE 10 — CHANGES IN THE WORK; CLAIMS; EXTRA WORK 10.01 Authorized Changes in the Work A. Without invalidating the Contract and without notice to any surety, City may, at any time or from time to time, order Extra Work. Upon notice of such Extra Work, Contractor shall proceed with the Work involved only upon receiving written notice from City. Extra Work will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). Extra Work shall be memorialized by a Change Order which may or may not precede an order of Extra work. B. For minor changes of Work not requiring changes to Contract Time or Contract Price, a Field Order may be issued by the City. 10.02 Unauthorized Changes in the Work Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Time with respect to any work performed that is not required by the Contract Documents as amended, modified, or supplemented as provided in Paragraph 3.04, except in the case of an emergency as provided in Paragraph 6.17. 10.03 Execution of Change Orders A. City and Contractor shall execute appropriate Change Orders covering: 1. changes in the Work which are: (i) ordered by City pursuant to Paragraph 10.0l.A, (ii) required because of acceptance of defective Work under Paragraph 13.08 or City's correction of defective Work under Paragraph 13.09, or (iii) agreed to by the parties; 2. changes in the Contract Price or Contract Time which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed. 10.04 Dispute of Extra Work A. Should a difference arise as to what does or does not constitute Extra Work, or as to the payment thereof, and the City insists upon its performance, the Contractor shall proceed with the work after making written request for written orders and shall keep accurate account of the actual CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 262 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 39 of 63 reasonable cost thereof. Contract Claims regarding Extra Work shall be made pursuant to Paragraph 10.06. B. The Contractor shall furnish the City such installation records of all deviations from the original Contract Documents as may be necessary to enable the City to prepare for permanent record a corrected set of plans showing the actual installation. C. The compensation agreed upon for Extra Work whether or not initiated by a Change Order shall be a full, complete and final payment for all costs Contractor incurs as a result or relating to the change or Extra Work, whether said costs are known, unknown, foreseen or unforeseen at that time, including without limitation, any costs for delay, extended overhead, ripple or impact cost, or any other effect on changed or unchanged work as a result of the change or Extra Work. 10.05 Notification to Surety If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Time), the giving of any such notice will be Contractor's responsibility. The amount of each applicable bond will be adjusted by the Contractor to reflect the effect of any such change. 10.06 Contract Claims Process A. City's Decision Required: All Contract Claims, except those waived pursuant to Paragraph 14.09, shall be referred to the City for decision. A decision by City shall be required as a condition precedent to any exercise by Contractor of any rights or remedies he may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Contract Claims. B. Notice: Written notice stating the general nature of each Contract Claim shall be delivered by the Contractor to City no later than 15 days after the start of the event giving rise thereto. The responsibility to substantiate a Contract Claim shall rest with the party making the Contract Claim. 2. Notice of the amount or extent of the Contract Claim, with supporting data shall be delivered to the City on or before 45 days from the start of the event giving rise thereto (unless the City allows additional time for Contractor to submit additional or more accurate data in support of such Contract Claim). 3. A Contract Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 12.01. 4. A Contract Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of Paragraph 12.02. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 263 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 40 of 63 5. Each Contract Claim shall be accompanied by Contractor's written statement that the adjustment claimed is the entire adjustment to which the Contractor believes it is entitled as a result of said event. 6. The City shall submit any response to the Contractor within 30 days after receipt of the claimant's last submittal (unless Contract allows additional time). C. City's Action: City will review each Contract Claim and, within 30 days after receipt of the last submittal of the Contractor, if any, take one of the following actions in writing: 1. deny the Contract Claim in whole or in part; 2. approve the Contract Claim; or 3. notify the Contractor that the City is unable to resolve the Contract Claim if, in the City's sole discretion, it would be inappropriate for the City to do so. For purposes of further resolution of the Contract Claim, such notice shall be deemed a denial. D. City's written action under Paragraph 10.06.0 will be final and binding, unless City or Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. E. No Contract Claim for an adjustment in Contract Price or Contract Time will be valid if not submitted in accordance with this Paragraph 10.06. F. If the City fails to take any action pursuant to Paragraph 10.06 (C) the contract Claim is considered to have been denied by the City. ARTICLE 11— COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK; PLANS QUANTITY MEASUREMENT 11.01 Cost of the Work A. Costs Included: The term Cost of the Work means the sum of all costs, except those excluded in Paragraph 11.01.B, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work covered by a Change Order, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work. Such costs shall not include any of the costs itemized in Paragraph 11.01.13, and shall include but not be limited to the following items: 1. Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by City and Contractor. Such employees shall include, without limitation, superintendents, foremen, and other personnel employed full time on the Work. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include; CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 264 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 41 of 63 a. salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work outside of Regular Working Hours, Weekend Working Hours, or legal holidays, shall be included in the above to the extent authorized by City. 2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith. 3. Rentals of all construction equipment and machinery, and the parts thereof whether rented from Contractor or others in accordance with rental agreements approved by City, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work. 4. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by City, Contractor shall obtain competitive bids from subcontractors acceptable to City and Contractor and shall deliver such bids to City, who will then determine, which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 11.01. 5. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work. 6. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor. c. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable not covered under Paragraph 6.11, as imposed by Laws and Regulations. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 265 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 42 of 63 d. Deposits lost for causes other than negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. e. Losses and damages (and related expenses) caused by damage to the Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work, provided such losses and damages have resulted from causes other than the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of City. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining Contractor's fee. f. The cost of utilities, fuel, and sanitary facilities at the Site. g. Minor expenses such as telegrams, long distance telephone calls, telephone and communication services at the Site, express and courier services, and similar petty cash items in connection with the Work. h. The costs of premiums for all bonds and insurance Contractor is required by the Contract Documents to purchase and maintain. B. Costs Excluded: The term Cost of the Work shall not include any of the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals (of partnerships and sole proprietorships), general managers, safety managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 11.0I.A.1 or specifically covered by Paragraph 11.0I.A.4, all of which are to be considered administrative costs covered by the Contractor's fee. 2. Expenses of Contractor's principal and branch offices other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 5. Other overhead or general expense costs of any kind. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 266 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 43 of 63 C. Contractor's Fee: When all the Work is performed on the basis of cost-plus, Contractor's fee shall be determined as set forth in the Agreement. When the value of any Work covered by a Change Order for an adjustment in Contract Price is determined on the basis of Cost of the Work, Contractor's fee shall be determined as set forth in Paragraph 12.01.C. D. Documentation: Whenever the Cost of the Work for any purpose is to be determined pursuant to Paragraphs 11.01.A and 11.0l.B, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to City an itemized cost breakdown together with supporting data. 11.02 Allowances A. Specified Allowance: It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to City. B. Cash Allowances: 1. Contractor agrees that: a. the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and b. Contractor's costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the allowances, and no demand for additional payment on account of any of the foregoing will be valid. C. Contingency Allowance: Contractor agrees that a contingency allowance, if any, is for the sole use of City. D. Prior to final payment, an appropriate Change Order will be issued to reflect actual amounts due Contractor on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted. 11.03 Unit Price Work A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by Contractor will be made by CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 267 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 44 of 63 City subject to the provisions of Paragraph 9.05. C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. Work described in the Contract Documents, or reasonably inferred as required for a functionally complete installation, but not identified in the listing of unit price items shall be considered incidental to unit price work listed and the cost of incidental work included as part of the unit price. D. City may make an adjustment in the Contract Price in accordance with Paragraph 12.01 i£ 1. the quantity of any item of Unit Price Work performed by Contractor differs materially and significantly from the estimated quantity of such item indicated in the Agreement; and 2. there is no corresponding adjustment with respect to any other item of Work. E. Increased or Decreased Quantities: The City reserves the right to order Extra Work in accordance with Paragraph 10.01. 1. If the changes in quantities or the alterations do not significantly change the character of work under the Contract Documents, the altered work will be paid for at the Contract unit price. 2. If the changes in quantities or alterations significantly change the character of work, the Contract will be amended by a Change Order. 3. If no unit prices exist, this will be considered Extra Work and the Contract will be amended by a Change Order in accordance with Article 12. 4. A significant change in the character of work occurs when: a. the character of work for any Item as altered differs materially in kind or nature from that in the Contract or b. a Major Item of work varies by more than 25% from the original Contract quantity. 5. When the quantity of work to be done under any Major Item of the Contract is more than 125% of the original quantity stated in the Contract, then either parry to the Contract may request an adjustment to the unit price on the portion of the work that is above 125%. 6. When the quantity of work to be done under any Major Item of the Contract is less than 75% of the original quantity stated in the Contract, then either party to the Contract may request an adjustment to the unit price. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 268 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 45 of 63 11.04 Plans Quantity Measurement for Unclassified Excavation or Embankment A. Plans quantities may or may not represent the exact quantity of work performed or material moved, handled, or placed during the execution of the Contract. The estimated bid quantities are designated as final payment quantities, unless revised by the governing Section or this Article. B. If the quantity measured as outlined under "Price and Payment Procedures" varies by more than 25% (or as stipulated under "Price and Payment Procedures" for specific Items) from the total estimated quantity for an individual Item originally shown in the Contract Documents, an adjustment may be made to the quantity of authorized work done for payment purposes. The party to the Contract requesting the adjustment will provide field measurements and calculations showing the final quantity for which payment will be made. Payment for revised quantity will be made at the unit price bid for that Item, except as provided for in Article 10. C. When quantities are revised by a change in design approved by the City, by Change Order, or to correct an error, or to correct an error on the plans, the plans quantity will be increased or decreased by the amount involved in the change, and the 25% variance will apply to the new plans quantity. D. If the total Contract quantity multiplied by the unit price bid for an individual Item is less than $250 and the Item is not originally a plans quantity Item, then the Item may be paid as a plans quantity Item if the City and Contractor agree in writing to fix the final quantity as a plans quantity. E. For callout work or non -site specific Contracts, the plans quantity measurement requirements are not applicable. ARTICLE 12 — CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIME 12.01 Change of Contract Price A. The Contract Price may only be changed by a Change Order. B. The value of any Work covered by a Change Order will be determined as follows: 1. where the Work involved is covered by unit prices contained in the Contract Documents, by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 11.03); or 2. where the Work involved is not covered by unit prices contained in the Contract Documents, by a mutually agreed lump sum or unit price (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 12.0l.C.2), and shall include the cost of any secondary impacts that are foreseeable at the time of pricing the cost of Extra Work; or 3. where the Work involved is not covered by unit prices contained in the Contract Documents CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 269 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 46 of 63 and agreement to a lump sum or unit price is not reached under Paragraph 12.013.2, on the basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus a Contractor's fee for overhead and profit (determined as provided in Paragraph 12.01.C). C. Contractor's Fee: The Contractor's additional fee for overhead and profit shall be determined as follows: 1. a mutually acceptable fixed fee; or 2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work: a. for costs incurred under Paragraphs 11.0l.A.1, 11.0l.A.2. and 11.0l.A.3, the Contractor's additional fee shall be 15 percent except for: 1) rental fees for Contractor's own equipment using standard rental rates; 2) bonds and insurance; b. for costs incurred under Paragraph 11.0l .A.4 and 11.0l .A.5, the Contractor's fee shall be five percent (5%); 1) where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraphs 12.0l.C.2.a and 12.01 .C.2.b is that the Subcontractor who actually performs the Work, at whatever tier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor under Paragraphs 11.01.A.1 and 11.01.A.2 and that any higher tier Subcontractor and Contractor will each be paid a fee of five percent (5%) of the amount paid to the next lower tier Subcontractor, however in no case shall the cumulative total of fees paid be in excess of 25%; c. no fee shall be payable on the basis of costs itemized under Paragraphs 11.0l .A.6, and 11.0 LB; d. the amount of credit to be allowed by Contractor to City for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor's fee by an amount equal to five percent (5%) of such net decrease. 12.02 Change of Contract Time A. The Contract Time may only be changed by a Change Order. B. No extension of the Contract Time will be allowed for Extra Work or for claimed delay unless the Extra Work contemplated or claimed delay is shown to be on the critical path of the Project Schedule or Contractor can show by Critical Path Method analysis how the Extra Work or claimed delay adversely affects the critical path. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 270 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 12.03 Delays 007200-1 GENERAL CONDITIONS Page 47 of 63 A. Where Contractor is reasonably delayed in the performance or completion of any part of the Work within the Contract Time due to delay beyond the control of Contractor, the Contract Time may be extended in an amount equal to the time lost due to such delay if a Contract Claim is made therefor. Delays beyond the control of Contractor shall include, but not be limited to, acts or neglect by City, acts or neglect of utility owners or other contractors performing other work as contemplated by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God. Such an adjustment shall be Contractor's sole and exclusive remedy for the delays described in this Paragraph. B. If Contractor is delayed, City shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. C. Contractor shall not be entitled to an adjustment in Contract Price or Contract Time for delays within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. D. The Contractor shall receive no compensation for delays or hindrances to the Work, except when direct and unavoidable extra cost to the Contractor is caused by the failure of the City to provide information or material, if any, which is to be furnished by the City. ARTICLE 13 — TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01 Notice of Defects Notice of all defective Work of which City has actual knowledge will be given to Contractor. Defective Work may be rejected, corrected, or accepted as provided in this Article 13. 13.02 Access to Work City, independent testing laboratories, and governmental agencies with jurisdictional interests will have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor's safety procedures and programs so that they may comply therewith as applicable. 13.03 Tests and Inspections A. Contractor shall give City timely notice of readiness of the Work for all required inspections, tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. B. If Contract Documents, Laws or Regulations of any public body having jurisdiction require any CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 271 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 48 of 63 of the Work (or part thereof) to be inspected, tested, or approved, Contractor shall assume full responsibility for arranging and obtaining such independent inspections, tests, retests or approvals, pay all costs in connection therewith, and furnish City the required certificates of inspection or approval; excepting, however, those fees specifically identified in the Supplementary Conditions or any Texas Department of Licensure and Regulation (TDLR) inspections, which shall be paid as described in the Supplementary Conditions. C. Contractor shall be responsible for arranging and obtaining and shall pay all costs in connection with any inspections, tests, re -tests, or approvals required for City's acceptance of materials or equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work. Such inspections, tests, re -tests, or approvals shall be performed by organizations acceptable to City. D. City may arrange for the services of an independent testing laboratory ("Testing Lab") to perform any inspections or tests ("Testing") for any part of the Work, as determined solely by City. 1. City will coordinate such Testing to the extent possible, with Contractor; 2. Should any Testing under this Section 13.03 D result in a "fail", "did not pass" or other similar negative result, the Contractor shall be responsible for paying for any and all retests. Contractor's cancellation without cause of City initiated Testing shall be deemed a negative result and require a retest. 3. Any amounts owed for any retest under this Section 13.03 D shall be paid directly to the Testing Lab by Contractor. City will forward all invoices for retests to Contractor. 4. If Contractor fails to pay the Testing Lab, City will not issue Final Payment until the Testing Lab is paid. E. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without written concurrence of City, Contractor shall, if requested by City, uncover such Work for observation. F. Uncovering Work as provided in Paragraph 13.03.E shall be at Contractor's expense. G. Contractor shall have the right to make a Contract Claim regarding any retest or invoice issued under Section 13.03 D. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Nr&� DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 13.04 Uncovering Work 007200-1 GENERAL CONDITIONS Page 49 of 63 A. If any Work is covered contrary to the Contract Documents or specific instructions by the City, it must, if requested by City, be uncovered for City's observation and replaced at Contractor's expense. B. If City considers it necessary or advisable that covered Work be observed by City or inspected or tested by others, Contractor, at City's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as City may require, that portion of the Work in question, furnishing all necessary labor, material, and equipment. If it is found that the uncovered Work is defective, Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); or City shall be entitled to accept defective Work in accordance with Paragraph 13.08 in which case Contractor shall still be responsible for all costs associated with exposing, observing, and testing the defective Work. 2. If the uncovered Work is not found to be defective, Contractor shall be allowed an extension of the Contract Time directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. 13.05 City May Stop the Work If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, City may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of City to stop the Work shall not give rise to any duty on the part of City to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 13.06 Correction or Removal of Defective Work A. Promptly after receipt of written notice, Contractor shall correct all defective Work pursuant to an acceptable schedule, whether or not fabricated, installed, or completed, or, if the Work has been rejected by City, remove it from the Project and replace it with Work that is not defective. Contractor shall pay all claims, costs, additional testing, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement of work of others). Failure to require the removal of any defective Work shall not constitute acceptance of such Work. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 273 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 50 of 63 B. When correcting defective Work under the terms of this Paragraph 13.06 or Paragraph 13.07, Contractor shall take no action that would void or otherwise impair City's special warranty and guarantee, if any, on said Work. 13.07 Correction Period A. If within two (2) years after the date of Final Acceptance (or such longer period of time as may be prescribed by the terms of any applicable special guarantee required by the Contract Documents), any Work is found to be defective, or if the repair of any damages to the land or areas made available for Contractor's use by City or permitted by Laws and Regulations as contemplated in Paragraph 6.10.A is found to be defective, Contractor shall promptly, without cost to City and in accordance with City's written instructions: 1. repair such defective land or areas; or 2. correct such defective Work; or 3. if the defective Work has been rejected by City, remove it from the Project and replace it with Work that is not defective, and 4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others or other land or areas resulting therefrom. B. If Contractor does not promptly comply with the terms of City's written instructions, or in an emergency where delay would cause serious risk of loss or damage, City may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by Contractor. C. In special circumstances where a particular item of equipment is placed in continuous service before Final Acceptance of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Contract Documents. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, the correction period hereunder with respect to such Work may be required to be extended for an additional period of one year after the end of the initial correction period. City shall provide 30 days written notice to Contractor should such additional warranty coverage be required. Contractor may dispute this requirement by filing a Contract Claim, pursuant to Paragraph 10.06. E. Contractor's obligations under this Paragraph 13.07 are in addition to any other obligation or warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 274 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 13.08 Acceptance of Defective Work 007200-1 GENERAL CONDITIONS Page 51 of 63 If, instead of requiring correction or removal and replacement of defective Work, City prefers to accept it, City may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) attributable to City's evaluation of and determination to accept such defective Work and for the diminished value of the Work to the extent not otherwise paid by Contractor. If any such acceptance occurs prior to Final Acceptance, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and City shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. 13.09 City May Correct Defective Work A. If Contractor fails within a reasonable time after written notice from City to correct defective Work, or to remove and replace rejected Work as required by City in accordance with Paragraph 13.06.A, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, City may, after seven (7) days written notice to Contractor, correct, or remedy any such deficiency. B. In exercising the rights and remedies under this Paragraph 13.09, City shall proceed expeditiously. In connection with such corrective or remedial action, City may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor's services related thereto, and incorporate in the Work all materials and equipment incorporated in the Work, stored at the Site or for which City has paid Contractor but which are stored elsewhere. Contractor shall allow City, City's representatives, agents, consultants, employees, and City's other contractors, access to the Site to enable City to exercise the rights and remedies under this Paragraph. C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) incurred or sustained by City in exercising the rights and remedies under this Paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and City shall be entitled to an appropriate decrease in the Contract Price. D. Contractor shall not be allowed an extension of the Contract Time because of any delay in the performance of the Work attributable to the exercise of City's rights and remedies under this Paragraph 13.09. ARTICLE 14 — PAYMENTS TO CONTRACTOR AND COMPLETION 14.01 Schedule of Values The Schedule of Values for lump sum contracts established as provided in Paragraph 2.07 will serve as the basis for progress payments and will be incorporated into a form of Application for Payment CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 275 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 52 of 63 acceptable to City. Progress payments on account of Unit Price Work will be based on the number of units completed. 14.02 Progress Payments A. Applications for Payments: 1. Contractor is responsible for providing all information as required to become a vendor of the City. 2. At least 20 days before the date established in the General Requirements for each progress payment, Contractor shall submit to City for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. 3. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice, or other documentation warranting that City has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate insurance or other arrangements to protect City's interest therein, all of which must be satisfactory to City. 4. Beginning with the second Application for Payment, each Application shall include an affidavit of Contractor stating that previous progress payments received on account of the Work have been applied on account to discharge Contractor's legitimate obligations associated with prior Applications for Payment. 5. The amount of retainage with respect to progress payments will be as stipulated in the Contract Documents. B. Review of Applications: 1. City will, after receipt of each Application for Payment, either indicate in writing a recommendation of payment or return the Application to Contractor indicating reasons for refusing payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application. 2. City's processing of any payment requested in an Application for Payment will be based on City's observations of the executed Work, and on City's review of the Application for Payment and the accompanying data and schedules, that to the best of City's knowledge: a. the Work has progressed to the point indicated; b. the quality of the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Final Acceptance, CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 276 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 53 of 63 the results of any subsequent tests called for in the Contract Documents, a final determination of quantities and classifications for Work performed under Paragraph 9.05, and any other qualifications stated in the recommendation). 3. Processing any such payment will not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to City in the Contract Documents; or b. there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by City or entitle City to withhold payment to Contractor, or c. Contractor has complied with Laws and Regulations applicable to Contractor's performance of the Work. 4. City may refuse to process the whole or any part of any payment because of subsequently discovered evidence or the results of subsequent inspections or tests, and revise or revoke any such payment previously made, to such extent as may be necessary to protect City from loss because: a. the Work is defective, or the completed Work has been damaged by the Contractor or his subcontractors, requiring correction or replacement; b. discrepancies in quantities contained in previous applications for payment; c. the Contract Price has been reduced by Change Orders; d. City has been required to correct defective Work or complete Work in accordance with Paragraph 13.09; or e. City has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A. C. Retainage: 1. For all contracts, retainage shall be five percent (5%). D. Liquidated Damages: For each calendar day that any work shall remain uncompleted after the time specified in the Contract Documents, the sum per day specified in the Agreement, will be deducted from the monies due the Contractor, not as a penalty, but as liquidated damages suffered by the City. E. Payment: Contractor will be paid pursuant to the requirements of this Article 14 and payment will become due in accordance with the Contract Documents. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 NF&A DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 54 of 63 F. Reduction in Payment: 1. City may refuse to make payment of the amount requested because: a. Claims have been made against City on account of Contractor's performance or furnishing of the Work; b. Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to City to secure the satisfaction and discharge of such Liens; c. there are other items entitling City to a set-off against the amount recommended; or d. City has actual knowledge of the occurrence of any of the events enumerated in Paragraphs 14.02.B.4.a through 14.02.B.4.e or Paragraph 15.02.A. 2. If City refuses to make payment of the amount requested, City will give Contractor written notice stating the reasons for such action and pay Contractor any amount remaining after deduction of the amount so withheld. City shall pay Contractor the amount so withheld, or any adjustment thereto agreed to by City and Contractor, when Contractor remedies the reasons for such action. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 278 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 55 of 63 14.03 Contractor's Warranty of Title Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to City no later than the time of payment free and clear of all Liens. 14.04 Partial Utilization A. Prior to Final Acceptance of all the Work, City may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which City, determines constitutes a separately functioning and usable part of the Work that can be used by City for its intended purpose without significant interference with Contractor's performance of the remainder of the Work. City at any time may notify Contractor in writing to permit City to use or occupy any such part of the Work which City determines to be ready for its intended use, subject to the following conditions: 1. Contractor at any time may notify City in writing that Contractor considers any such part of the Work ready for its intended use. 2. Within a reasonable time after notification as enumerated in Paragraph 14.05.A.1, City and Contractor shall make an inspection of that part of the Work to determine its status of completion. If City does not consider that part of the Work to be substantially complete, City will notify Contractor in writing giving the reasons therefor. 3. Partial Utilization will not constitute Final Acceptance by City. 14.05 Final Inspection A. Upon written notice from Contractor that the entire Work is complete in accordance with the Contract Documents: 1. City will promptly schedule a Final Inspection with Contractor. 2. City will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. B. City reserves the right to deny request for Final Inspection if City determines that the entire Work is not sufficiently complete to warrant a Final Inspection. 14.06 Final Acceptance Upon completion by Contractor to City's satisfaction, of any additional Work identified in the Final Inspection, City will issue to Contractor a letter of Final Acceptance. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 279 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 56 of 63 14.07 Final Payment A. Application for Payment: 1. Upon Final Acceptance, and in the opinion of City, Contractor may make an application for final payment following the procedure for progress payments in accordance with the Contract Documents. 2. The final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by Paragraph 5.03; b. consent of the surety, if any, to final payment; c. a list of all pending or released Damage Claims against City that Contractor believes are unsettled; and d. affidavits of payments and complete and legally effective releases or waivers (satisfactory to City) of all Lien rights arising out of or Liens filed in connection with the Work. B. Payment Becomes Due: 1. After City's acceptance of the Application for Payment and accompanying documentation, requested by Contractor, less previous payments made and any sum City is entitled, including but not limited to liquidated damages, will become due and payable. 2. After all Damage Claims have been resolved: a. directly by the Contractor or; b. Contractor provides evidence that the Damage Claim has been reported to Contractor's insurance provider for resolution. 3. The making of the final payment by the City shall not relieve the Contractor of any guarantees or other requirements of the Contract Documents which specifically continue thereafter. 14.08 Final Completion Delayed and Partial Retainage Release A. If final completion of the Work is significantly delayed, and if City so confirms, City may, upon receipt of Contractor's final Application for Payment, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by City for Work not fully completed or corrected is less than the retainage stipulated in Paragraph 14.02.C, and if bonds have been furnished as required in Paragraph 5.02, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to City with the Application for such payment. Such payment shall be made under the terms and conditions CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 280 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 57 of 63 governing final payment, except that it shall not constitute a waiver of Contract Claims. B. Partial Retainage Release. For a Contract that provides for a separate vegetative establishment and maintenance, and test and performance periods following the completion of all other construction in the Contract Documents for all Work locations, the City may release a portion of the amount retained provided that all other work is completed as determined by the City. Before the release, all submittals and final quantities must be completed and accepted for all other work. An amount sufficient to ensure Contract compliance will be retained. 14.09 Waiver of Claims The acceptance of final payment will constitute a release of the City from all claims or liabilities under the Contract for anything done or furnished or relating to the work under the Contract Documents or any act or neglect of City related to or connected with the Contract. ARTICLE 15 — SUSPENSION OF WORK AND TERMINATION 15.01 City May Suspend Work A. At any time and without cause, City may suspend the Work or any portion thereof by written notice to Contractor and which may fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. During temporary suspension of the Work covered by these Contract Documents, for any reason, the City will make no extra payment for stand-by time of construction equipment and/or construction crews. B. Should the Contractor not be able to complete a portion of the Project due to causes beyond the control of and without the fault or negligence of the Contractor, and should it be determined by mutual consent of the Contractor and City that a solution to allow construction to proceed is not available within a reasonable period of time, Contractor may request an extension in Contract Time, directly attributable to any such suspension. C. If it should become necessary to suspend the Work for an indefinite period, the Contractor shall store all materials in such a manner that they will not obstruct or impede the public unnecessarily nor become damaged in any way, and he shall take every precaution to prevent damage or deterioration of the work performed; he shall provide suitable drainage about the work, and erect temporary structures where necessary. D. Contractor may be reimbursed for the cost of moving his equipment off the job and returning the necessary equipment to the job when it is determined by the City that construction may be resumed. Such reimbursement shall be based on actual cost to the Contractor of moving the equipment and no profit will be allowed. Reimbursement may not be allowed if the equipment is moved to another construction project for the City. 15.02 City May Terminate for Cause A. The occurrence of any one or more of the following events by way of example, but not of CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 281 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 58 of 63 limitation, may justify termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment, failure to adhere to the Project Schedule established under Paragraph 2.07 as adjusted from time to time pursuant to Paragraph 6.04. 2. Contractor's disregard of Laws or Regulations of any public body having jurisdiction; 3. Contractor's repeated disregard of the authority of City; or 4. Contractor's violation in any substantial way of any provisions of the Contract Documents; or 5. Contractor's failure to promptly make good any defect in materials or workmanship, or defects of any nature, the correction of which has been directed in writing by the City; or 6. Substantial indication that the Contractor has made an unauthorized assignment of the Contract or any funds due therefrom for the benefit of any creditor or for any other purpose; or 7. Substantial evidence that the Contractor has become insolvent or bankrupt, or otherwise financially unable to carry on the Work satisfactorily; or 8. Contractor commences legal action in a court of competent jurisdiction against the City. B. If one or more of the events identified in Paragraph 15.02A. occur, City will provide written notice to Contractor and Surety to arrange a conference with Contractor and Surety to address Contractor's failure to perform the Work. Conference shall be held not later than 15 days, after receipt of notice. 1. If the City, the Contractor, and the Surety do not agree to allow the Contractor to proceed to perform the construction Contract, the City may, to the extent permitted by Laws and Regulations, declare a Contractor default and formally terminate the Contractor's right to complete the Contract. Contractor default shall not be declared earlier than 20 days after the Contractor and Surety have received notice of conference to address Contractor's failure to perform the Work. 2. If Contractor's services are terminated, Surety shall be obligated to take over and perform the Work. If Surety does not commence performance thereof within 15 consecutive calendar days after date of an additional written notice demanding Surety's performance of its obligations, then City, without process or action at law, may take over any portion of the Work and complete it as described below. a. If City completes the Work, City may exclude Contractor and Surety from the site and take possession of the Work, and all materials and equipment incorporated into the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 282 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 59 of 63 Work stored at the Site or for which City has paid Contractor or Surety but which are stored elsewhere, and finish the Work as City may deem expedient. 3. Whether City or Surety completes the Work, Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds all claims, costs, losses and damages sustained by City arising out of or resulting from completing the Work, such excess will be paid to Contractor. If such claims, costs, losses and damages exceed such unpaid balance, Contractor shall pay the difference to City. Such claims, costs, losses and damages incurred by City will be incorporated in a Change Order, provided that when exercising any rights or remedies under this Paragraph, City shall not be required to obtain the lowest price for the Work performed. 4. Neither City, nor any of its respective consultants, agents, officers, directors or employees shall be in any way liable or accountable to Contractor or Surety for the method by which the completion of the said Work, or any portion thereof, may be accomplished or for the price paid therefor. 5. City, notwithstanding the method used in completing the Contract, shall not forfeit the right to recover damages from Contractor or Surety for Contractor's failure to timely complete the entire Contract. Contractor shall not be entitled to any claim on account of the method used by City in completing the Contract. 6. Maintenance of the Work shall continue to be Contractor's and Surety's responsibilities as provided for in the bond requirements of the Contract Documents or any special guarantees provided for under the Contract Documents or any other obligations otherwise prescribed by law. C. Notwithstanding Paragraphs 15.02.13, Contractor's services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice. D. Where Contractor's services have been so terminated by City, the termination will not affect any rights or remedies of City against Contractor then existing or which may thereafter accrue. Any retention or payment of moneys due Contractor by City will not release Contractor from liability. E. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 5.02, the termination procedures of that bond shall not supersede the provisions of this Article. 15.03 City May Terminate For Convenience A. City may, without cause and without prejudice to any other right or remedy of City, terminate the Contract. Any termination shall be effected by mailing a notice of the termination to the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 283 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 60 of 63 Contractor specifying the extent to which performance of Work under the contract is terminated, and the date upon which such termination becomes effective. Receipt of the notice shall be deemed conclusively presumed and established when the letter is placed in the United States Postal Service Mail by the City. Further, it shall be deemed conclusively presumed and established that such termination is made with just cause as therein stated; and no proof in any claim, demand or suit shall be required of the City regarding such discretionary action. B. After receipt of a notice of termination, and except as otherwise directed by the City, the Contractor shall: 1. Stop work under the Contract on the date and to the extent specified in the notice of termination; 2. place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion of the Work under the Contract as is not terminated; 3. terminate all orders and subcontracts to the extent that they relate to the performance of the Work terminated by notice of termination; 4. transfer title to the City and deliver in the manner, at the times, and to the extent, if any, directed by the City: a. the fabricated or unfabricated parts, Work in progress, completed Work, supplies and other material produced as a part of, or acquired in connection with the performance of, the Work terminated by the notice of the termination; and b. the completed, or partially completed plans, drawings, information and other property which, if the Contract had been completed, would have been required to be furnished to the City. 5. complete performance of such Work as shall not have been terminated by the notice of termination; and 6. take such action as may be necessary, or as the City may direct, for the protection and preservation of the property related to its contract which is in the possession of the Contractor and in which the owner has or may acquire the rest. C. At a time not later than 30 days after the termination date specified in the notice of termination, the Contractor may submit to the City a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the disposition of which has been directed or authorized by City. D. Not later than 15 days thereafter, the City shall accept title to such items provided, that the list CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 284 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 61 of 63 submitted shall be subject to verification by the City upon removal of the items or, if the items are stored, within 45 days from the date of submission of the list, and any necessary adjustments to correct the list as submitted, shall be made prior to final settlement. E. Not later than 60 days after the notice of termination, the Contractor shall submit his termination claim to the City in the form and with the certification prescribed by the City. Unless an extension is made in writing within such 60 day period by the Contractor, and granted by the City, any and all such claims shall be conclusively deemed waived. F. In such case, Contractor shall be paid for (without duplication of any items): 1. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work; 2. expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; and 3. reasonable expenses directly attributable to termination. G. In the event of the failure of the Contractor and City to agree upon the whole amount to be paid to the Contractor by reason of the termination of the Work, the City shall determine, on the basis of information available to it, the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contractor the amounts determined. Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. ARTICLE 16 — DISPUTE RESOLUTION 16.01 Methods and Procedures A. Either City or Contractor may request mediation of any Contract Claim submitted for a decision under Paragraph 10.06 before such decision becomes final and binding. The request for mediation shall be submitted to the other parry to the Contract. Timely submission of the request shall stay the effect of Paragraph 10.06.E. B. City and Contractor shall participate in the mediation process in good faith. The process shall be commenced within 60 days of filing of the request. C. If the Contract Claim is not resolved by mediation, City's action under Paragraph 10.06.0 or a denial pursuant to Paragraphs 10.06.C.3 or 10.06.1) shall become final and binding 30 days after termination of the mediation unless, within that time period, City or Contractor: 1. elects in writing to invoke any other dispute resolution process provided for in the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 285 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007200-1 GENERAL CONDITIONS Page 62 of 63 Supplementary Conditions; or 2. agrees with the other parry to submit the Contract Claim to another dispute resolution process; or 3. gives written notice to the other party of the intent to submit the Contract Claim to a court of competent jurisdiction. ARTICLE 17 — MISCELLANEOUS 17.01 Giving Notice A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1. delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended; or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 3. delivered by electronic means to or from the Project Manager. B. Business address changes must be promptly made in writing to the other party. C. Whenever the Contract Documents specifies giving notice by electronic means such electronic notice shall be deemed sufficient upon confirmation of receipt by the receiving party. 17.02 Computation of Times When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday the next Working Day shall become the last day of the period. 17.03 Cumulative Remedies The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of this Paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 286 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 17.04 Survival of Obligations 007200-1 GENERAL CONDITIONS Page 63 of 63 All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor. 17.05 Headings Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 287 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 Exhibit 1 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. Quality Excavation, LLC 2 El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 1 Name of local government officer about whom the information in this section is being disclosed. N/A Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? F—x] Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes = No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? F—x] Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. N/A 4 ❑I have no Conflict of Interest to disclose. $ �ocuSigned by: 9/21/2020 5E5o3�2at&EaacF... oing business with the governmental entity Date 288 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007300-1 SUPPLEMENTARY CONDITIONS Page 1 of 6 1 SECTION 00 73 00 2 SUPPLEMENTARY CONDITIONS 3 TO 4 GENERAL CONDITIONS 5 6 Supplementary Conditions 7 8 These Supplementary Conditions modify and supplement Section 00 72 00 - General Conditions, and other 9 provisions of the Contract Documents as indicated below. All provisions of the General Conditions that are 10 modified or supplemented remain in full force and effect as so modified or supplemented. All provisions 11 of the General Conditions which are not so modified or supplemented remain in full force and effect. 12 13 Defined Terms 14 15 The terms used in these Supplementary Conditions which are defined in the General Conditions have the 16 meaning assigned to them in the General Conditions, unless specifically noted herein. 17 18 Modifications and Supplements 19 20 The following are instructions that modify or supplement specific paragraphs in the General Conditions and 21 other Contract Documents. 22 23 SC -4.01A 24 25 Easement limits shown on the Drawing are approximate and were provided to establish a basis for bidding. 26 Upon receiving the final easements descriptions, Contractor shall compare them to the lines shown on the 27 Contract Drawings. 28 29 SC -4.01A.1., "Availability of Lands" 30 31 The following is a list of known outstanding right-of-way, and/or easements to be acquired, if any as of 32 July 1, 2020 33 34 Outstanding Right -Of -Way, and/or Easements to Be Acquired PARCEL OWNER TARGET DATE NUMBER OF POSSESSION None 35 The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed, 36 and do not bind the City. 37 38 If Contractor considers the final easements provided to differ materially from the representations on the 39 Contract Drawings, Contractor shall within five (5) Business Days and before proceeding with the Work, 40 notify City in writing associated with the differing easement line locations. 41 42 SC -4.01A.2, "Availability of Lands" 43 44 Utilities or obstructions to be removed, adjusted, and/or relocated 45 46 The following is list of utilities and/or obstructions that have not been removed, adjusted, and/or relocated 47 as of July 1, 2020 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 MF# 7086 289 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 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 47 48 EXPECTED OWNER Atmos Gas . ................................ . Denton Municipal Elec. .................................................................................................... Frontier UTILITY AND LOCATION 007300-2 SUPPLEMENTARY CONDITIONS Page 2 of 6 TARGET DATE OF ADJUSTMENT Gas Line Oak Street TBD ........................................................................................... Underground and overhead Electric McKinney & Oak TBD .............................................................................................................................................................................................................................................. ............................................................................... Underground telephone lines Mckinney and Oak St TBD The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed, and do not bind the City. SC -4.02A., "Subsurface and Physical Conditions" The following are reports of explorations and tests of subsurface conditions at the site of the Work: NONE The following are drawings of physical conditions in or relating to existing surface and subsurface structures (except Underground Facilities) which are at or contiguous to the site of the Work: NONE SC -4.06A., "Hazardous Environmental Conditions at Site" The following are reports and drawings of existing hazardous environmental conditions known to the City: NONE SC -5.03A., "Certificates of Insurance" The entities listed below are "additional insureds as their interest may appear" including their respective officers, directors, agents and employees. (1) City (2) Consultant: DEH Consulting, LTD. (3) Other: NONE SC -5.04A., "Contractor's Insurance" The limits of liability for the insurance required by Paragraph GC -5.04 shall provide the following coverages for not less than the following amounts or greater where required by laws and regulations: 5.04A. Workers' Compensation, under Paragraph GC -5.04A. Statutory limits Employer's liability $100,000 each accident/occurrence $100,000 Disease - each employee $500,000 Disease -policy limit SC -5.04B., "Contractor's Insurance" 5.04B. Commercial General Liability, under Paragraph GC -5.04B. Contractor's Liability Insurance under Paragraph GC -5.04B., which shall be on a per project basis covering the Contractor with minimum limits of: $1,000,000 each occurrence $2,000,000 aggregate limit CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 IBF# 7086 290 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 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 47 48 49 50 51 52 53 54 007300-3 SUPPLEMENTARY CONDITIONS Page 3 of 6 The policy must have an endorsement (Amendment — Aggregate Limits of Insurance) making the General Aggregate Limits apply separately to each job site. The Commercial General Liability Insurance policies shall provide "X", "C", and "U" coverage's. Verification of such coverage must be shown in the Remarks Article of the Certificate of Insurance. SC 5.04C., "Contractor's Insurance" 5.04C. Automobile Liability, under Paragraph GC -5.04C. Contractor's Liability Insurance under Paragraph GC -5.04C., which shall be in an amount not less than the following amounts: (1) Automobile Liability - a commercial business policy shall provide coverage on "Any Auto", defined as autos owned, hired and non -owned. $1,000,000 each accident on a combined single limit basis. Split limits are acceptable if limits are at least: $250,000 Bodily Injury per person / $500,000 Bodily Injury per accident / $100,000 Property Damage SC -5.04D., "Contractor's Insurance" The Contractor's construction activities will require its employees, agents, subcontractors, equipment, and material deliveries to cross railroad properties and tracks, or perform work within 25 feet of the center line of tracks NONE The Contractor shall conduct its operations on railroad properties in such a manner as not to interfere with, hinder, or obstruct the railroad company in any manner whatsoever in the use or operation of its/their trains or other property. Such operations on railroad properties may require that Contractor to execute a "Right of Entry Agreement" with the particular railroad company or companies involved, and to this end the Contractor should satisfy itself as to the requirements of each railroad company and be prepared to execute the right -of -entry (if any) required by a railroad company. The requirements specified herein likewise relate to the Contractor's use of private and/or construction access roads crossing said railroad company's properties. The Contractual Liability coverage required by Paragraph 5.04D of the General Conditions shall provide coverage for not less than the following amounts, issued by companies satisfactory to the City and to the Railroad Company for a term that continues for so long as the Contractor's operations and work cross, occupy, or touch railroad property: (1) General Aggregate: (2) Each Occurrence: Required for this Contract X Not required for this Contract With respect to the above outlined insurance requirements, the following shall govern: 1. Where a single railroad company is involved, the Contractor shall provide one insurance policy in the name of the railroad company. However, if more than one grade separation or at -grade crossing is affected by the Project at entirely separate locations on the line or lines of the same railroad company, separate coverage may be required, each in the amount stated above. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 MF# 7086 291 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 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 47 48 49 50 007300-4 SUPPLEMENTARY CONDITIONS Page 4 of 6 2. Where more than one railroad company is operating on the same right-of-way or where several railroad companies are involved and operated on their own separate rights-of-way, the Contractor may be required to provide separate insurance policies in the name of each railroad company. 3. If, in addition to a grade separation or an at -grade crossing, other work or activity is proposed on a railroad company's right-of-way at a location entirely separate from the grade separation or at - grade crossing, insurance coverage for this work must be included in the policy covering the grade separation. 4. If no grade separation is involved but other work is proposed on a railroad company's right-of- way, all such other work may be covered in a single policy for that railroad, even though the work may be at two or more separate locations. No work or activities on a railroad company's property to be performed by the Contractor shall be commenced until the Contractor has furnished the City with an original policy or policies of the insurance for each railroad company named, as required above. All such insurance must be approved by the City and each affected Railroad Company prior to the Contractor's beginning work. The insurance specified above must be carried until all Work to be performed on the railroad right-of-way has been completed and the grade crossing, if any, is no longer used by the Contractor. In addition, insurance must be carried during all maintenance and/or repair work performed in the railroad right-of-way. Such insurance must name the railroad company as the insured, together with any tenant or lessee of the railroad company operating over tracks involved in the Project. SC -6.09., "Permits and Utilities" SC -6.09A., "Contractor obtained permits and licenses" The following are known permits and/or licenses required by the Contract to be acquired by the Contractor: NONE SC -6.09B. "City obtained permits and licenses" The following are known permits and/or licenses required by the Contract to be acquired by the City: NONE SC -6.09C. "Outstanding permits and licenses" The following is a list of known outstanding permits and/or licenses to be acquired, if any as of July 1, 2020 Outstanding Permits and/or Licenses to Be Acquired OWNER PERMIT OR LICENSE AND LOCATION TARGET DATE OF POSSESSION 4TIMYR SC -6.24B., "Title VI, Civil Rights Act of 1964 as amended" During the performance of this Contract, the Contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "Contractor") agrees as follows: 1. Compliance with Regulations: The Contractor shall comply with the Regulation relative to nondiscrimination in Federally -assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 MF# 7086 292 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 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 47 48 49 50 51 007300-5 SUPPLEMENTARY CONDITIONS Page 5 of 6 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin, in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR, section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontractors, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontactor or supplier shall be notified by the Contractor of the Contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. Information and Reports: The Contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by City or the Texas Department of Transportation to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information the contractor shall so certify to the City, or the Texas Department of Transportation, as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Contract, City shall impose such contract sanctions as it or the Texas Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding of payments to the Contractor under the Contract until the Contractor complies, and/or b. cancellation, termination or suspension of the Contract, in whole or in part. 6. Incorporation of Provisions: The Contractor shall include the provisions of paragraphs (1) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontract or procurement as City or the Texas Department of Transportation may direct as a means of enforcing such provisions including sanctions for non-compliance: Provided, however, that, in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request City to enter into such litigation to protect the interests of City, and, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States. Additional Title VI requirements can be found in the Appendix. SC -7.02., "Coordination" The individuals or entities listed below have contracts with the City for the performance of other work at the Site: Vendor Scope of Work Coordination Authority Denton Municipal Electric Support of Guy wires for Power Poles City of Denton CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 IBF# 7086 293 DocuSign Envelope ID: 8D6F2F40-F07B-476E-91AF-E73624A74B68 007300-6 SUPPLEMENTARY CONDITIONS Page 6 of 6 1 SC -8.01, "Communications to Contractor" 2 3 NONE 4 5 SC -9.01., "City's Project Manager" 6 7 The City's Project Manager for this Contract is Kyle Pedigo, or his/her successor pursuant to written 8 notification from the City Engineer. 9 10 SC -13.03C., "Tests and Inspections" 11 12 NONE 13 14 SC -16.01C.1, "Methods and Procedures" 15 16 NONE 17 18 END OF SECTION Revision Log DATE NAME SUMMARY OF CHANGE CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 IBF# 7086 294 Certificate Of Completion Envelope Id: 8D6F2F4OFO7B476E91AFE73624A74B68 Subject: Please DocuSign: City Council Contract 7086 - Downtown Storm Sewer Source Envelope: Document Pages: 102 Signatures: 6 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 9/17/2020 2:52:19 PM Signer Events Laura Hermosillo laura.hermosillo@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rob Mallon rob@qualityexcavationitd.com Operations Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/21/2020 1:14:21 PM ID:2ebbe53f-9d64-4731-852e-737903e60315 Holder: Laura Hermosillo laura.hermosillo@cityofdenton.com Signature Completed Using IP Address: 198.49.140.104 Lti"8 Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.104 �oaus�nee by: t4�i Fe6A�.J. 7F9D326BF0204E5... Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 9Ala 5E5099241SEAaCF. Signature Adoption: Pre -selected Style Using IP Address: 173.219.29.14 Docu !F� i ■ SECURED Status: Completed Envelope Originator: Laura Hermosillo 901 B Texas Street Denton, TX 76209 laura.hermosillo@cityofdenton.com IP Address: 198.49.140.104 Location: DocuSign Timestamp Sent: 9/17/2020 2:53:42 PM Viewed: 9/17/2020 2:53:52 PM Signed: 9/17/2020 2:53:55 PM Sent: 9/17/2020 2:53:59 PM Viewed: 9/17/2020 3:55:03 PM Signed: 9/17/2020 3:55:58 PM Sent: 9/17/2020 2:53:59 PM Viewed: 9/21/2020 10:16:27 AM Signed: 9/21/2020 10:21:02 AM Sent: 9/21/2020 10:40:50 AM Viewed: 9/21/2020 1:14:21 PM Signed: 9/21/2020 1:20:45 PM 295 Signer Events Rebecca Diviney Rebecca.Diviney@cityofdenton.com Director of Capital Projects/City Engineer Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/22/2020 6:10:32 AM ID:33d16b52-7a02-4dbb-9bcf-c5eab9dffae8 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd. Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/21/2020 12:56:00 PM ID: bd359977-fd22-4811-936b-41d025da19e6 In ❑erson Signer Events Editor Deliver❑ Events ❑gent Deliver❑ Events Chtermediar❑ Deliver❑ Events Certified Deliver❑ Events CarCon Cop❑ Events Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Signature ey ED—Sig-d �E 66745"_7 Signature Adoption: Pre -selected Style Using IP Address: 47.222.28.222 Signed using mobile Completed Using IP Address: 198.49.140.104 II o��s�„�en ny. anec7eaooas4.a... Signature Adoption: Pre -selected Style Using IP Address: 47.184.93.41 Rees RI" 1CKAK5E175493... Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.104 Signature Status Status Status Status Status COPIED Timestamp Sent: 9/21/2020 1:20:49 PM Resent: 9/21/2020 2:46:40 PM Viewed: 9/22/2020 6:10:32 AM Signed: 9/22/2020 6:11:33 AM Sent: 9/22/2020 6:11:38 AM Viewed: 10/21/2020 9:15:02 AM Signed: 10/21/2020 9:15:48 AM Sent: 10/21/2020 9:15:54 AM Viewed: 10/21/2020 9:29:20 AM Signed: 10/21/2020 9:29:25 AM Sent: 10/21/2020 9:29:29 AM Viewed: 10/21/2020 12:56:00 PM Signed: 10/21/2020 12:56:26 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 9/17/2020 2:53:59 PM 296 CarCon Cop❑ Events Status Timestamp Not Offered via DocuSign Jmberlie Padilla � pI E D -iimberlie@qualityexcavationitd.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/21/2020 10:33:22 AM ID:56e40e22-3672-4335-8bcc-695cdcd455b6 Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED COPIED kyle Pedigo COP E D kyle.pedigo@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 9/21/2020 10:40:54 AM Viewed: 9/21/2020 10:41:34 AM Sent: 9/22/2020 6:11:38 AM Sent: 10/21/2020 12:56:31 PM Sent: 10/21/2020 12:56:32 PM ❑ itness Events Signature Timestamp ❑otar❑ Events Signature Timestamp Envelope Summar Events Status Timestamps Envelope Sent Hashed/Encrypted 10/21/2020 12:56:32 PM Certified Delivered Security Checked 10/21/2020 12:56:32 PM Signing Complete Security Checked 10/21/2020 12:56:32 PM Completed Security Checked 10/21/2020 12:56:32 PM ❑alrtent Events Status Electronic Record and Signature Disclosure Timestamps 297 Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Rob Mallon, Rebecca Diviney, Todd Hileman, Rosa Rios, Kimberlie Padilla 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. 298 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, 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. 299 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. 300 DocuSign Envelope ID: 7D410642-E784-4FC3-B5DB-E40AEF9E970A IOCITY F DENTON Docusign Transmittal Coversheet [L�US01 File Name 7086 - Downtown storm sewer - C0#1 Purchasing Contact Cori Power Contract Expiration "/A [L�US01 DocuSign Envelope ID: 7D410642-E784-4FC3-B5DB-E40AEF9E970A 302 City of Denton - Capital Projects Contractor: Quality Excavation, LTD 901-A Texas Street 5580 US -377 CITY or Denton, TX 76209 Aubrey, TX 76227 DENTON Kyle Pedigo, Project Manager Emily Culp Project: Downtown Denton Storm Drain PH I CHANGE ORDER NO. 1 IFB# 7086 PO #: 194856 CIP/ENG# 880001 Date Prepared: 2/17/21 Contract BID Amount: $ 1,086,764.00 Prior Approved Other Funded CO's: $ - 5% Contigency Amount: $ 54,338.20 Current Contract Amount w CO's: $ 1,141,102.20 Prior Approved CAA's: $ - This CO Other Funding Request: $ - Available Contingency: $ 54,338.20 Total Change Request: $ (4,710.00) This CAA Request: $ (4,710.00) Current Completion: 9/10/2021 Days +/- by: 0 Contingency Remaining: $ 59,048.20 New Completion: 9/10/2021 New Contract Days: 270 PROJECT•PE AND REASON FOR Description of work Installation of 700' of RCB and 790' of RCP to upgrade storm drainage downtown between included in Contract: McKinney and Hickory along the UPRR ROW and Oak Street between Oakdale and UPRR. Also includes street and parking lot restoration. Reason for change: Removal of split -casing intended to protect an existing sanitary sewer. Addition of 3 junction boxes that were missed on the bid quantity tabulation. CONTINGENCY• • .CONTRACT QUANTITY CHANGES TO EXISTING ITEMS Item Spec. Section No. Description of work UOM BID QTY +/- QTY Unit Price No. Extended Price 34 SS6 Steel Encasement of 24" Sanitary Sewer Pipe LF 16 -16 $ 1,670.00 $ (26,720.00) $ - $ - $ - $ - TOTAL CAA QTY CHANGES: -$26,720.00 NEW ITEMS OF WORK 42 SD3 6' x 5' Junction Box EA 0 1 $ 7,280.00 $ 7,280.00 43 SD3 6' x 6' Junction Box EA 0 2 $ 7,365.00 $ 14,730.00 Contingency funds are used at City's descretion per contract spec language TOTAL CAA NEW ITEMS: $22,010.00 Downtown Denton Storm Drain PH I TOTAL CHANGE ORDER #1: -$4,710.00 Appropriate Signatory lines Original BID/Contract Amount: $ 1,086,764.00 will be added by Purchasing Total CAA's & CO's: -$4,710.00 Revised Contract Amount: $1,082,054.00 Percent Changes: -0.433% 302 DocuSign Envelope ID: 7D410642-E784-4FC3-B5DB-E40AEF9E970A BMITTED BY: PTED BY CITY ENGINEER/DIRECTOR OF CAPITAL PROJECTS I D BY CONTRACTOR: RCHASINGIFINANCE: erations Manager Title LL CONTRACT STIPULATIONS ANI DocuSigned by: Pt 88456AA706084B7... Project Manager iocuSigned by: Signature DocuSigned by: �—KMB62418EMCF... Signature �ECUSignnnee�d by: VI V OWe-V 5F1FE1663F7B4FE... Signature 303 DocuSign Envelope ID: 7D410642-E784-4FC3-B5DB-E40AEF9E970A Attachment A Project Agency Project Name Contract Number Date Current Contract Amount Requested Change Order 1 Amount Revised Contract Amount City of Denton Downtown Storm Sewer 7086 February 3, 2021 $1,086,764.00 -$4,710.00 $1,082,054.00 BID ITEM DESCRIPTION UNIT QUANTITY $/UNIT TOTAL/EXTENSION CHANGE ORDER 1 34 11steel Encasement of 24" SS Pipe LF -16 $ 1,670.00 $ (26,720.00) New 6' x 5' Junction Box EA 1 $ 7,280.00 $ 7,280.00 New 16'x 6' Junction Box EA 2 $ 7,365.0011 $ 14,730.00 NOTES: Deletion of split casing on existing 24" sewer line $ Addition of 6'x5' JB @ sta.1+73 line B I$ Addition of 6'x6' JB @ sta.3+74.60 & sta.6+61 line B $ QUALITY EXCAVATION LTD 5580 US HIGHWAY 377 AUBREY, TX 76227 Approved Printed Total $ (4,710.00) I� 304 Certificate Of Completion Envelope Id: 7D410642E7844FC3B5DBE40AEF9E970A Subject: —Purchasing Approval— 7086 - Downtown Storm Sewer CO#1 Source Envelope: Document Pages: 4 Signatures: 4 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 5/6/2021 5:17:31 PM Signer Events Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kyle Pedigo kyle.pedigo@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/12/2021 8:03:05 AM ID:22cb87ac-8fe3-43c8-a5de-a857ed03f35f Rob Mallon rob@qualityexcavationitd.com Operations Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/12/2021 8:37:19 AM ID:2C063a30-ecc7-44cc-bOeb-20b47062ea1b Holder: Cori Power cori.power@cityofdenton.com Signature Completed Using IP Address: 198.49.140.104 EiDS Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.104 ED­Si,n,d by:b'PUJY B8456AA706084B7... Signature Adoption: Pre -selected Style Using IP Address: 107.77.200.212 CDocuSignetl by: r ItiLattbin 5E50B62418EA4CF... Signature Adoption: Pre -selected Style Using IP Address: 173.219.29.14 DocuSign Status: Completed Envelope Originator: Cori Power 901 B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Location: DocuSign Timestamp Sent: 5/6/2021 5:22:49 PM Viewed: 5/6/2021 5:23:03 PM Signed: 5/6/2021 5:24:14 PM Sent: 5/6/2021 5:24:15 PM Viewed: 5/7/2021 1:07:18 PM Signed: 5/7/2021 1:07:31 PM Sent: 5/7/2021 1:07:33 PM Resent: 5/11/2021 8:44:33 AM Viewed: 5/12/2021 8:03:05 AM Signed: 5/12/2021 8:03:40 AM Sent: 5/12/2021 8:03:42 AM Viewed: 5/12/2021 8:37:19 AM Signed: 5/12/2021 8:37:50 AM 305 Signer Events Signature Timestamp Rebecca Diviney EDII"Sig"Id by: Sent: 5/12/2021 8:37:52 AM Rebecca.Diviney@cityofdenton.com`�"" ` `"`� Viewed: 5/12/2021 1:22:05 PM Director of Capital Projects/City Engineer CE9F2B4E4B6745F... Signed: 5/12/2021 1:22:15 PM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 5/12/2021 1:22:05 PM ID:16be7425-aecc-4555-9705-Ob863a1865df Cori Power EDI­Siglld by: 7 Sent: 5/12/2021 1:22:17 PM Oyl �owex cori.power@cityofdenton.com Viewed: 5/12/2021 2:15:22 PM Senior Buyer 5F1FE1663F7B4FE Signed: 5/12/2021 2:15:29 PM City of Denton Security Level: Email, Account Authentication Signature Adoption: Pre selected Style (None) Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee� Sent: 5/12/2021 2:15:31 PM cheyenne.defee@cityofdenton.com ED Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kyle Pedigo Sent: 5/12/2021 2:15:31 PM kyle.pedigo@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/12/2021 8:03:05 AM ID:22cb87ac-8fe3-43c8-a5de-a857edO3f35f Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/6/2021 5:22:49 PM Certified Delivered Security Checked 5/12/2021 2:15:22 PM Signing Complete Security Checked 5/12/2021 2:15:29 PM Completed Security Checked 5/12/2021 2:15:31 PM 306 Payment Events Status Electronic Record and Signature Disclosure Timestamps 307 Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Kyle Pedigo, Rob Mallon, Rebecca Diviney, Kyle Pedigo 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. 308 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, 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. 309 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 310 DocuSign Envelope ID: D0097D6A-CD44-4E81-96F6-1E97837D9DC8 IOCITY F DENTON Docusign Transmittal Coversheet File Name 7086 - Downtown storm sewer - CO#2 Purchasing Contact Cori Power Contract Expiration "/A DocuSign Envelope ID: D0097D6A-CD44-4E81-96F6-1E97837D9DC8 312 I City of Denton - Capital Projects Contractor: Quality Excavation, LTD JN 401 N. Elm Street 5580 US -377 DENTON Denton, TX 76201 Aubrey, TX 76227 Kyle Pedigo, Project Manager Emily Culp Project: Downtown Denton Storm Drain PH I I CHANGE ORDER NO. 2 IFB# 7086 PO #: 194856 NTP Date: 12/14/2020 Project Complete Date: 9/28/2021 CIP/ENG# 880001 Date Prepared: 4/29/21 Contract BID Amount: $ 1,086,764.00 Prior Approved Other Funded CO's: $ - 5% Contingency Amount: $ 54,338.20 Current Contract Amount w CO's: $ 1,086,764.00 Total NTE Amount: $ 1,141,102.20 Prior Approved CAA's: $ (4,710.00) This CO Other Funding Request: $ 19,121.80 Available Contingency: $ 59,048.20 Total Change Request: $ 78,170.00 This CAA Request: $ 59,048.20 Original Contract Days: 270 This CO Days Request: 18 Contingency Remaining: $ 0.00 Approved CO Days: New Contract Days: 288 PROJECT• . REASON FOR Project Scope included Installation of 700' of RCB and 790' of RCP to upgrade storm drainage downtown between McKinney and Hickory along the UPRR ROW and Oak Street between Oakdale and UPRR. Also includes street and parking lot in Contract: restoration. The parking lot was bid at 5" thick, but the existing lot is 7" thick which necessitates a change to match the Reason for Requested existing conditions. The dumpster area is required to be 8" thick per standards but was bid as standard 5" Change Order: parking lot. Additional sidewalk is required to be removed/replaced along McKinney. Additional connections were required to the 6'x6' box to make sure that all drainage was connected CONTINGENCY• • .CONTRACT QUANTITY CHANGES TO EXISTING ITEMS Item Spec. Section No. No. Description of work UOM BID QTY +/- QTY Unit Price Extended Price 22 SD7 Connect Existing 24" RCP to 6'x6' Concrete Box EA 1 1 $ 1,400.00 $ 1,400.00 30 ST12 5" Concrete Parking Lot Paving SF 10,700 -10,700 $ 6.00 $ (64,200.00) 14 ST1 Remove Existing 5' Sidewalk LF 20 140 $ 19.00 $ 2,660.00 31 ST5 5' Sidewalk LF 20 140 $ 40.00 $ 5,600.00 TOTAL CAA QTY CHANGES: -$54,540.00 NEW ITEMS OF WORK SD7 Connect Existing 36" RCP to 6'x6' Concrete Box EA 0 1 $ 1,600.00 $ 1,600.00 ST12 7" Concrete Parking Lot Paving SF 0 1 12,357 $ 9.00 $ 111,213.00 ST12 8" Concrete Parking Dumpster Paving SF 0 1 77.52 $ 10.00 $ 775.20 Contingency funds are used at City's discretion per contract spec language TOTAL CAA NEW ITEMS: $113,588.20 OTHER FUNDED CONTRACT CHANGES (CO) QUANTITY CHANGES TO EXISTING ITEMS Item No. Spec. Section No. Description of work UOM BID QTY +/- QTY Unit Price Extended Price TOTAL OTHER FUNDED QTY CHANGES: $0.00 NEW ITEMS OF WORK ST5 ITy 10 ADA Ramp I EA 1 0 1 $ 777.00 $ 777.00 ST12 8" Concrete Parking Dumpster Paving SF 0 1,834.48 $ 10.00 $ 18,344.80 TOTAL OTHER FUNDED NEW ITEMS: $19,121.80 TOTAL CO AMOUNT: $78,170.00 Original BID/Contract Amount: $ 1,086,764.00 Original Total Not to Exceed Amount: $ 1,141,102.20 Downtown Denton Storm Drain PH I Total CAA's : $54,338.20 Total CO's: $19,121.80 Revised Contract Amount: $1,160,224.00 % of CAA approved to -date : 100.00% Total Change Order over original Bid: 6.76% Percent Changes over NTE: 1.676% 312 DocuSign Envelope ID: D0097D6A-CD44-4E81-96F6-1E97837D9DC8 Signatory Lines will be updated by Purchasing if required THE AFOREMENTIONED CHANGE, AND WORK AFFECTED THEREBY, IS SUBJECT TO ALL CONTRACT STIPULATIONS AND COVENANTS. SUBMITTED BY: ACCEPTED BY CITY ENGINEER/DIRECTOR OF CAPITAL PROJECTS ACCEPTED BY CONTRACTOR: Rob Mallon Operations Manager Name, Title PURCHASING: F ZDocuSigned by: ptj* dject Manager —DoccuSigned by: �P�P�. {/1i1�'Lsl.Lt2 — CE9F2B4E48fyh at u9re F�DocuSigned by: `50` 4 fir ffature �DocuSignnnee�d by: I�OVI V OW¢.V 16°,9i gr€atu re CHANGE ORDF313 DocuSign Envelope ID: D0097D6A-CD44-4E81-96F6-1E97837D9DC8 Project Agency City of Denton Project Name Downtown Storm Sewer Contract Number 7086 Date April 12, 2021 Current Contract Amount $1,086,764.00 Requested Change Order 2 Amount $78,170.00 Revised Contract Amount $1,164,934.00 BID ITEM DESCRIPTION UNIT QUANTITY $/UNIT TOTAL/EXTENSION CHANGE ORDER 2 22 Connect Existing 24"RCP to 6'x6' Concrete B EA 1 $ 1,400.00 11 $ 1,400.00 New Connect Existing 36"RCP to 6'x6' Concrete B EA 1 $ 1,600.00 $ 1,600.00 31 5 ft Sidewalk L 11 140 $ 40.0011$ 5,600.00 14 Remove Existing 5ft Sidewalk SF 140 $ 19.00 $ 2,660.00 New I Ty 10 ADA Ramp IF EA 1 $ 777.0011$ 777.00 30 IF7Concrete Parking Lot Paving SF -10700 $ 6.00 $ (64,200.00) New IFTConcrete Parking Lot Paving SF 12357 $ 9.00 $ 111,213.00 New JF7Concrete Parking Dumpster Paving SF 1912 $ 10.00 $ 19,120.00 NOTES: There are 2 - 24" connections (Sta.0+41 & 3+32.50) $ - The connection @ sta.6+75 is 36" and not 24" lis - Additional sidewalk removal and replacement between the parking lot driveway and the RR tracks on the south side of McKinney St. Is The existing parking lot pavement was found to be 7" deep so the 5" proposed dept is being credited in exchange for the 7" depth paving. Atte clumpster staging area of the parking lot, the City requires 8" paving typical so the 5" was repalced with 8". $ - Totafll $ 78,170.00 *** Additioanl Days Requested: 11 Days Force Majeure Snow Days Claim 7 Days Additional Days For Sidewalk Remove & Replace Total: 18 Days QUALITY EXCAVATION LTD 5580 US HIGHWAY 377 AUBREY, TX 76227 Signed by: Approved F�:�- PD`a� 5F1FE1663F7B4FE... • Printed Cori Power i 1 314 DocuSign Envelope ID: D0097D6A-CD44-4E81-96F6-1E97837D9DC8 Emily Culp From: Draper, Dustin H <Dustin.Draper@cityofdenton.com> Sent: Friday, April 9, 2021 1:41 PM To: Emily Culp Cc: Pedigo, Kyle Subject: Downtown Storm As we discussed earlier the existing parking lot pavement depth is on average seven inches not five as stated in the plans. The crew onsite has been advised to proceed with the 7 inch pavement depth to match existing pavement. Please work up an estimate of the additional cost for this quantity increase. As discussed in the field meeting yesterday on the topic of parking lot sawing due to existing cracks in close proximity to the new saw joint please proceed as we talked about. Please follow the sawing plan that was discussed yesterday and pour the area where the dumpster is located back at an eight inch depth of paving in that location only. If you have any questions or need clarity please feel free to contact me and when Kyle returns on the Monday I will met with him to discuss any and all issues that were resolved during his vacation. Thank you and have a great weekend. Dustin Draper Project Manager Capital Projects, Engineering 0: 940-349-7104 1 C: 469-323-6358 F*IiM W WIL 0 J 11 City of Denton Core Values: Integrity I Fiscal Responsibility I Transparency I Outstanding Customer Service 315 Do( Ll Envelope ID: D0097D6A-CD44-4E81-96F6-1E97837D9DC8 STA 0+41 LINE A" STA 0+90.6 LINE "A" CONST 10'X5' JUNCTION BOXu STA 1+85 LINE A" CONN PROP 24" RCP TOP=620.Ot NOry n CONN PROP 18' RCP TO PROP 6'X6' CULVERT FL JUNCTION BOX=605.60�x7c FL 24"=608.0t N. N41ta TO PROP 6'X6' FL 6'X6' CULVERT=605.27 - ;�CULVERT (0R°(r ao� sM 4N CULVERT SIDE WALL CAUTION (OUT)=605-55FL PROP 18" RCP=610.90 STA 0+34 LINE A" DME TO BE CONSULTED FL 6'X6' CULVERT=605.25 PRIOR TO STA 1+78 LINE A" APPROX 29 CLEARANCE CONSTRUCTION STA 3+32.. OF BOX CULVERT INSTALL L BEND 6'X6' CULVERT CONN EXIS ,)6• �p R 6'X6' BEND=608.55 N 7Tzamzasf I PROP 6'X6 KIND!s E z3eas69.fia97 SIDE WALL INSTALL .1 6'X6' ' CULVERT 0 0.65s V I FL 24"=61 REMOVE EXIST 48' RCP FL 6'X6' C 0.65X SLOPE CULV STA 0+00 LINE A" I • �I ", m Rv INSTALL 85LF 6'X6' 1 ERT O _BEGIN 6X6' CULVERT FL CULVERT=605.00 7,77 < ?rc E 29N G 23850549 1 53 o I I " FL EX 48" IRCP=605 I11 -EXTEND AND CONN EXIS 24 RCP TO PROP 6'X6' CULVERT SIDE WALL, / EXIST 6' CURB INLET / FL sE-7(12-RCP) / (1a RETRAIN) 0100"ific(e V E 2398504 a55] � " - 30' DRAINAGE AND \ DDLECTRICAL ESMT \ i h � / 2013-1 II STA 0+65 LINE A' TOP 6'X6' CULVERT=612.0 iFL 16"=612.25t /,» I APPROX 3" CLEARANCE / I LET FL 24' Y FL 24' A., �FL OUi NE=(24'RCP) (' REMAw) STA 1+85 LINE A" - i H RIM=61*.51 REMOVE AND REPLACE _ e(w)=600.1 I 3X3' YARD INLET 3UT(E)-600.Ot MN) EX 8' 0 ASSUMED FL CONN EXIST 18" RCP R m gp,,�a8 (DEPTH KNOWN) CONN PROP 18"RCP a' IF 8' SANITARY SEWER LINE THROAT=617.80 6 2 CONFLICTS WITH 6%5 CULVERT, FL 18" RCP UTI -614.312F REMOVE 14' OF EXIS77NG 8' SANITARY SEWER AND PLUG BOTH _ ENDS AND CONSTRUCT 4' DSA MH OVER EXIST 8' AT EXIST FLOWUNE ' INSTALL 16LF 8' PVC TO CONNECT PROP SSMH TO EXIST SSMH AT EXIST FLOWUNE. PLUG EAST SIDE OF EXIST 8' AT PROP SSMH. U) N:7128207.6060 E2388459.7848 SUMED FL UNKNOWN) CROSS O A VKNC REL( PFOP 0+00 IT IS THE INTENT TO SHOW ON THESE PLANS THE LOCATION AND ELEVATION OF ALL EXISTING UNDERGROUND UTILITIES TO THE BEST OF OUR KNOWLEDGE AND IN ACCORDANCE WITH EXISTING RECORDS.HOWEVER, IT SHALL BE THE CONTRACTORS RESPONSIBILITY TO LOCATE AND VERIFY THE EXACT LOCATIONS OF ALL EXISTING UNDERGROUND UTILITIES PRIOR TO OF AND THE CONTRACTOR SHALL ASSUME FULL RESPONSIBILITY FOR ANY AND ALL (� DAMAGES TO SAME. CONTRACTOR SHALL NOTIFY ENGINEER OF ANY DIFFERENCE IN PLANS AND FIELD. 1+00 CONTRACTOR TO FIELD VERIFY LOCATIONS OF ALL EXISTING UTILITIES PRIOR TO CONSTRUCTION & NOTIFY ENGINEER OF ANY VARIATIONS BETWEEN PLANS REMOVE EXIST 48' F INSTALL 180LF 6'X6' CULVERT O 0.689 5 NOTE: SEE DEMOLITION SHEET 4 FOR AREAS OF REMOVAL AND REPLACEMENT OF ASPHALT AND CONCRETE PAVING TRAFFIC CONTROL MEASURES SHALL CONFORM TO PART A OF _ O O. - B5'f THE TEXAS MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES. TRAFFIC CONTROL MEASURES SHALL BE INSTALLED FOR ANY STA 3+60.75 LINE A" WORK ACTIVITY THAT TAKES PLACE ON OR ADJACENT TO ANY = 00 LINE B' CITY STREET OR ROADWAY. VE "A" ^57G.1 0X6' JUNCTION BOX RCP TO CONN PROP 6X6' CULVERT STA 7+00 LINE A" VERT CONN PROP 42 RCP END PHASE I FL 42" RCP CONST CONC END CAP MH RIM=619.75 OR CONST CLOSURE FL JUNCTION BOX=609.70 7T=609.50 PER DETAIL SHT 6 m Q- Q y FL 6X6' CULVERT=612.00 ! p _ � Z PH II g oN,ON STA 6+90 LINE A' N )12)895.0°4) REMOVE EXIST 48' RCP a °°c4pjPm STA 5+51 LINE A" INSTALL 6'X6'X48" WYE CULVERT N° Rq, E 238849aa2a5 CULVVERT SLOPE 6X6'INSTALL 8*CONN EXIST 48" RCP O PROP °'R°.0 �� - 060.659 oM qNy FL 6'X6' 611-05 6X6 X48- WYE CULVERTND 3+00 30' DRAINAGE A �'X6' CULVERT=611.97 ELECTRICAL ESMT _ DOC 02013- 2013-N ]12770].2]25 N - EDXST 0 UNE- A 6 E 0 e _ O O. - B5'f E 2389463.2432 REMOVE EXIST 48 RCP INSTALL 149L` 6'X6' CONCRETE OIO0 . a x51 - 30' DRAINAGE ELEC CAL ES MT _� _ ` CULVERT O 0.65X ` \ E E. oAK sr (p� d DQC 2013-15 EDGE OF E%IST CONCRETE (rLIC R \ ( EXISTING GRATE INLET C • m Q- Q y ! p w PH II g P oREMAw As PERMT 1306 602 m N IIT o j - A• ,4 EXISTE of _ CONCRETE Daa C' EX ST 4%0 GRATE INLE TOP GRATE 618.49 j Vl m N Io 683 SF -Y g � E. SYCAMORE ST FL 24' WT 614.6 STA 6+75 LINE '4" � v �_ 2 CONN EXIST 24 RCP mao=m41 _ rof > o v m a o m M z_ - Q �l�' o, TO PROP 6X6' CULVERT SIDE WALL fv Oa��Him o _ o 7 FL 24"RCP=613.751 o z a a,: v o>'< I r� Y 5 FL 6'X6' CULVERT=611.85_GRATE �'• LOoo W om) r �>oU R2a'-61 3NUST-• r O Am�N 2 II ~X z I w k'n -" O] J o (TO REMAIN) 20' DRAINAGE OOg U8 L- � I iO ¢ a r o - _ O N Z d ELECTRICAL E DOC. N0. 201 E U ±pO G. a z 8, a- 0000m�� vI II UUU>I�v_ ry %yJRBa� 8 _ -_a 0 Son w 2w eee= -I- -I--t - 3+00 CAUTION CONTACT Texas One Call: 1-800-245-4545 48 HOURS PRIOR TO CONSTRUCTION 4+00 ISSUED FOR CONSTRUCTION NOVEMBER 9, 2020 5+00 CAUTION III DME TO BE CONSULTED ON ALL DRAINAGE IMPROVEMENTS WITHIN 10' OF EXISTING UTILITY LINES, POWERPOLES AND EQUIPMENT PRIOR TO CONSTRUCTION REGARDING NOTE: SHOP DRAWINGS FOR 48" RCP WYE CONNECTION TO 6'X6' BOX SHALL BE SUBMITTED TO CITY FOR APPROVAL PRIOR TO MANUFACTURING THIS SEGMENT OF 6'X6' BOX VICINITY MAP EXIST SDMH RIM=622.06 FL 42 -RCP (N),(S),(W)=614.73 Iso �x INSTALL 48" 30' BEND ON EXIST 48" RCP 0 � LJ 0 15' 30' 60' a (FEET) 1 inch = 30 ft. n LEGEND EXIS77NG STORM PIPE E III a \ (TO REMAIN) EXIS77NG STORM (TO BE REMOVED) IPE PROPOSED STORM PIPE a,78� I \ \ s -000z: II " a' moo\ -UGE- EXIST UNDERGROUND ELECTRIC o 3 0 ^.Y\ a""-OHU- EXIST OVERHEAD U77LITY eel t°3 1 �� • �� ASA UGT- EXIST UNDERGROUND TELEPHONE V GAS EXIS77NG GAS LINE 1 SS EXIS77NG SANITARY SEWER PIPE W EXISTING WATER UNE T❑ EXISTING TELEPHONE PEDESTAL © EXISTING GAS METER o EXISTING U77LITY VAULT/BOX e m D ¢ U o Q ro I 635 M a w NOTE: 10 -C QC ,I EXIS77NG GROUND, GRAVEL, Q J Q_ U CONCRETE PARKING/STREET L m m 15 o PAVEMENT, CURBS, SIDEWALKS e fo I'a AND/OR ETC. NECESSARY TO e Q Q. 630 BE REMOVED FOR THE INSTALLATION OR CONSTRUCTION OF STORM SEWER SYSTEM CULVERT OR PIPE SHALL BE ---}-- REPLACED AT SAME ALIGNMENTS 625 AND GRADES AS EXISTING E uc ucr CONDITIONS. AP ROX PP x HGL P MAINTAIN OSHA APPROACH DISTANCES: 620 FOLLOW OSHA (THE OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION) REGULATION£ - EX 36°R P ®0.20 AND WORK A SAFE DISTANCE FROM ALL _ POWER LINES. WHENEVER WORK IS TO BE IIIA PERFORMED NEAR OVERHEAD LINES, OSHA REQUIRES THAT YOU AND ANY EQUIPMENT - I- 615 OR TOOLS THAT YOUR ARE OPERATING OR HANDLING MUST BE KEPT A SAFE DISTANCE FROMM POWER LINES. OSHA ALSO REQUIRES THAT, IF YOU ARE WORKING NEAR POWER -f--' LINES, YOU EITHER HAVE THE POWER LINES DEENERG17ED AND GROUNDED OR THAT YOU - 610 TAKE OTHER PROTECTIVE MEASURES BEFORE EX 5"S PIE TO =61 .20 WORK IS STARTED. OSHA HAS PRESCRIBED CERTAIN DISTANCES THAT YOU, YOUR TOOLS AND EQUIPMENT MUST BE KEPT FROM EX 0" TER OVERHEAD POWER LINES. 10 FEET IS THE FL= 12'1 t DISTANCE FOR POWER LINES 50,000 WATTS Ip C s OR LESS. IF YOU ARE AN EMPLOYER, IT IS - -- - 805 YOUR RESPONSIBILITY IT MAKE SURE THAT -- - EMPLOYEES ARE AWARE OF THE LOCATION OF THE POWER LINES. THE HAZARDS h INVOLVED AND THE PROTECTIVE MEASURES h TO BE TAKEN. YOU MUST POST WARNINGS SIGNS AND MAKE SURE THAT ANYONE WORKING FROM AN ELEVATED POSITION o e e: h II STAYS OUTSIDE THE MINIMUM APPROACH DISTANCE. 6+00 7+00 care .uv ,.U.�" �n E. McKBJNEY ST NAGE CHANNEL a 2573 MOSSWOOD DR. 6-30-20 �F" PH 1, E. oAK sr o ( E. HICKORY ST V ! S yy w PH II g j MULBERRY ST y - A• ,4 Daa C' i 4 E. SYCAMORE ST 0' RM A" 5 z E. PRAIRIE ST VICINITY MAP EXIST SDMH RIM=622.06 FL 42 -RCP (N),(S),(W)=614.73 Iso �x INSTALL 48" 30' BEND ON EXIST 48" RCP 0 � LJ 0 15' 30' 60' a (FEET) 1 inch = 30 ft. n LEGEND EXIS77NG STORM PIPE E III a \ (TO REMAIN) EXIS77NG STORM (TO BE REMOVED) IPE PROPOSED STORM PIPE a,78� I \ \ s -000z: II " a' moo\ -UGE- EXIST UNDERGROUND ELECTRIC o 3 0 ^.Y\ a""-OHU- EXIST OVERHEAD U77LITY eel t°3 1 �� • �� ASA UGT- EXIST UNDERGROUND TELEPHONE V GAS EXIS77NG GAS LINE 1 SS EXIS77NG SANITARY SEWER PIPE W EXISTING WATER UNE T❑ EXISTING TELEPHONE PEDESTAL © EXISTING GAS METER o EXISTING U77LITY VAULT/BOX e m D ¢ U o Q ro I 635 M a w NOTE: 10 -C QC ,I EXIS77NG GROUND, GRAVEL, Q J Q_ U CONCRETE PARKING/STREET L m m 15 o PAVEMENT, CURBS, SIDEWALKS e fo I'a AND/OR ETC. NECESSARY TO e Q Q. 630 BE REMOVED FOR THE INSTALLATION OR CONSTRUCTION OF STORM SEWER SYSTEM CULVERT OR PIPE SHALL BE ---}-- REPLACED AT SAME ALIGNMENTS 625 AND GRADES AS EXISTING E uc ucr CONDITIONS. AP ROX PP x HGL P MAINTAIN OSHA APPROACH DISTANCES: 620 FOLLOW OSHA (THE OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION) REGULATION£ - EX 36°R P ®0.20 AND WORK A SAFE DISTANCE FROM ALL _ POWER LINES. WHENEVER WORK IS TO BE IIIA PERFORMED NEAR OVERHEAD LINES, OSHA REQUIRES THAT YOU AND ANY EQUIPMENT - I- 615 OR TOOLS THAT YOUR ARE OPERATING OR HANDLING MUST BE KEPT A SAFE DISTANCE FROMM POWER LINES. OSHA ALSO REQUIRES THAT, IF YOU ARE WORKING NEAR POWER -f--' LINES, YOU EITHER HAVE THE POWER LINES DEENERG17ED AND GROUNDED OR THAT YOU - 610 TAKE OTHER PROTECTIVE MEASURES BEFORE EX 5"S PIE TO =61 .20 WORK IS STARTED. OSHA HAS PRESCRIBED CERTAIN DISTANCES THAT YOU, YOUR TOOLS AND EQUIPMENT MUST BE KEPT FROM EX 0" TER OVERHEAD POWER LINES. 10 FEET IS THE FL= 12'1 t DISTANCE FOR POWER LINES 50,000 WATTS Ip C s OR LESS. IF YOU ARE AN EMPLOYER, IT IS - -- - 805 YOUR RESPONSIBILITY IT MAKE SURE THAT -- - EMPLOYEES ARE AWARE OF THE LOCATION OF THE POWER LINES. THE HAZARDS h INVOLVED AND THE PROTECTIVE MEASURES h TO BE TAKEN. YOU MUST POST WARNINGS SIGNS AND MAKE SURE THAT ANYONE WORKING FROM AN ELEVATED POSITION o e e: h II STAYS OUTSIDE THE MINIMUM APPROACH DISTANCE. 6+00 7+00 care IFB#7086 .LE DEH CONSUL TING, L TD eTW6 I 1y 13 2573 MOSSWOOD DR. 6-30-20 CARROLLTON, TEXAS 75070 FIRM NO. PHONE (972) 345-1231 IRM 566J " SCALE I DATE I JOB N0. I DESIGN 1"=30' 6/30/2020 1 1 STARNES 8+00 b' EXIST 6 CURB IN ' DOWNTOWN DENTON STORM DRAIN PLAN & PROFILE LINE 'A" STA 0+00-7+00 901-A TEXAS STREET DENTON, TX. 75209 2 DocuSign Envelope ID: D0097D6A-CD44-4E81-96F6-1E97837D9DC8 Quality Excavation 5580 Hwy 377 Aubrey, TX 76227 Office: 940-365-0800 REQUEST FOR INFORMATION Project: Downtown Denton Storm Drain Contract # 7086 RFI No: 6 Date: March 5, 2021 Subject: Existing Storm Alignment @ 6+75 Reference Drawing: Sheet 2 INFORMATION REQUESTED: On plan sheet 2, Line A Sta. 6+75, there is shown to be an existing 24" RCP that should be tied in to the new 6x6 RCB. This existing line was actually discovered to be a 36" RCP and the top of pipe sits above the top of RCB. The plan proposed RCB joint section is currently on site and the penetration size and location do not match the existing pipe discovered. It is believed that we could remove 1 or 2 additional joints of the existing 36" RCP, install the approprieate anglE of bend to correct alignment, chip out the pre -cast pentetration to the 36" diameter, then collar the adjsuted connection. This revised works would add cost in removal and repalcement of additional parking lot paving, add a pipe bend, add RCP removal and add labor of chipping the existing penetration. Please advise of how to proceed with this connection of existing storm to the prpopsed 6x6 RCB. Requested by: Emily Culp Project Manager Quality Excavation, LLC. 317 Do( uSign Envelope ID: D0097D6A-CD44-4E81-96F6-1E97837D9DC8 STA 0+41 LINE A" STA 0+90.6 LINE "A" ILL STA 1+85 LINE A" tel APPROVED V1 D B DY PERM T 1308 602 EXIST4%4' GRATE INILEjO W CONN PROP 24" RCP CONST 10'X5' JUNCTION BOX p NON" yy W �� NOTE: SEE DEMOLITION SHEET 4 FOR AREAS OF REMOVAL AND TO PROP 6'X6' CULVERT TOP=620.Ot °OCC FL JUNCTION BOX=605.60 24rIR CONN PROP 6' RCP REPLACEMENT OF ASPHALT AND CONCRETE PAVING PROP 6'X6' TRAFFIC CONTROL MEASURES SHALL CONFORM TO PART A OF FL 24"=608.0t FL 6'X6' CULVERT (IN)=608.05 N, ORp f,,, Cp TO CULVERT SIDE WALL 0� THE TEXAS MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES. FL 6'X6' CULVERT=605.27 • Fl- CULVERT (OUT)=605.55 °? a4s 111 FL PROP 18" RCP=610.90 yy TRAFFIC CONTROL MEASURES SHALL BE INSTALLED FOR ANY em ~XOOg UO -CAUTION j 2 d C� STA 3+60.75 LINE "4" WORK ACTIVITY THAT TAKES PLACE ON OR ADJACENT TO ANY STA 0+34 LINE A" I= 0• DME TO BE CONSULTED DISTANCE FOR POWER LINES 50,000 WATTS =STA 0+00 LINE B' CITY STREET OR ROADWAY. FL 6'X6' CULVERT=605.25 E. srcANORE sr PRIOR TO STA 1+78 LINE A" CONSTRUCTION OF THE POWER LINES. THE HAZARDS STA 3+32.50 UNE "A" CONST 10X6' JUNCTION BOX EwsT 4'•4' g APPROX 29" CLEARANCE OF BOX CULVERT INSTALL 8' BEND SIGNS AND MAKE SURE THAT ANYONE CONN EXIST 24" RCP TO CONN PROP6'X6' CULVERT STA 7+00 LINE "4" REMOVE EXIST 4B• �p 6'X6' CULVERT s FL 6'X6' BEND=608.55 N nzamzasf 1 E z3eas69.fia9] PROP 6'X6' CULVERT SIDE WALL CONN PROP 42 RCP FL 42" RCP=609.75 END PHASE I CONST CONIC END CAP INSTALL BBLF 6'x6' CULVERT o D.6sX FL 24"=612.Ot MH RIM=619.75 FL JUNCTION BOX=609.70 OR CONST CLOSURE // I I REMOVE EX15T 4B' RCP FL 6'X6' CULVERT=609.50 PER DETAIL SHT 6 STA 0+00 LINE A" z„ �; °' INSTALL 115LF 6'x6' CULVERT O 0.65X SLOPE REMOVE IX� �• HOP FL 6X6' CULVERT=612.00 _BEGIN 6`X6 ' CULWIT "�„I • INSTAL- 180LF 6'X6' 11c, STA 6+90 LINE A" FL CULVERT=605.00 - CULVERT O O.BSX SLOPE REMOVE EXIST 48• RCP a °pc ,", STA 5+51 LINE A INSTALL 6'X6'X48" WYE CULVER' „ )12)895.0p4J 239849 6265 COLTAALL IQ '1'0, 4'N< Q,?,G 4 INSTALL 6'X6' 8' BEND CONN EXIST 48" RCP TO PROP SLOPE , cp " XIV BEND=611.05 6X6X48" WYE CULVERT 77' a o"212 rc E 2398504.1153 o IE I " FL EX 48" I RG'-60III t -EXTEND AND CONN EXM 24 RCP TO PROP 6'X6' CULVERT SIDE WALL, 0100=16c1s I N 718850429184.3834_ _ D E 23.855> 11 N 30 DRAINAGE AND ELECTRICAL EE hDOC , 2013-1MT \ STA 0+65 LINE A" „ TOP 6'X6' CULVERT=612.0 i FL i I3APPROX 3"CLEARANCE � I LET I kL �I. FL 24' Y EL 24' / EXIST 6' CURB INLET / FL sE-7(12-RCP) / (TO RETRAIN) I R� I will FL 6X6' CULVERT=611.97 30' DRAINAGE AID ELECTRICAL ECMTOCC��� n _Aft I - b' EXIST 6 CURB IN ' T RIM -616.29 FL OUT NE=(24'RCP) Y g (' MAN) STA 1+85 i H RIM=61*.51 REMOVE AND REPLACE > q N(W)=600.1 I0] J p JUT(E)-600.013`X3' YARD INLET AIN) EX 8• 0 ASSUMED FL CONN EXIST 18" RCP a o.m96 (DEPTH KNOWN) CONN PROP 18" RCP IF 8• SANITARY SEWER LINE THROAT=617.80 `-'� O O CONFLICTS WITH 6X6' CULVERT, 18" RCP(OUT)=614.3t�� C) REMOVE 14' OF EXISTING 8" FL SANITARY SEWER AND PLUG BOTH _ ENDS AND CONSTRUCT 4' DIA MH 28 OVER EXIST 8• AT EXIST FLOWL/NE INSTALL 16LF 8" PVC TO CONNECT PROP SSMH TO EXIST SSMH AT EXIST FLOWLINE. PLUG EAST SIDE OF EXIST 8" AT PROP SSMH. N N:7128207.6080 / E2388459.7848 SUMED FL UNKNOWN) CROSS O_ A VKNC REL( PFOP 0+00 IT IS THE INTENT TO SHOW ON THESE PLANS THE LOCATION AND ELEVATION OF ALL EXISTING UNDERGROUND UTILITIES TO THE BEST OF OUR KNOWLEDGE AND IN ACCORDANCE WITH EXISTING RECORDS.HOWEVER, IT SHALL BE THE CONTRACTORS RESPONSIBILITY TO LOCATE AND VERIFY THE EXACT LOCATIONS OF ALL EXISTING UNDERGROUND UTILITIES PRIOR TO OF AND THE CONTRACTOR SHALL ASSUME FULL RESPONSIBILITY FOR ANY AND ALL (� DAMAGES TO SAME. CONTRACTOR SHALL NOTIFY ENGINEER OF ANY DIFFERENCE IN PLANS AND FIELD. 00 1+00 CONTRACTOR TO FIELD VERIFY LOCATIONS OF ALL EXISTING UTILITIES PRIOR TO CONSTRUCTION & NOTIFY ENGINEER OF ANY VARIATIONS BETWEEN PLANS 3+00 CONTACT CAUTION Texas One Call: 1-800-245-4545 48 HOURS PRIOR TO CONSTRUCTION NOTE: SHOP DRAWINGS FOR 48" RCP WYE CONNECTION TO 6'X6' BOX SHALL BE SUBMITTED TO CITY FOR APPROVAL PRIOR TO MANUFACTURING THIS SEGMENT OF 6'X6' BOX EXIST SDMH RIM=622.06 FL 42 -RCP (N),(S),(W)=614.73 X INSTALL 48" 30' BEND } ON EXIST 48" RCP ��I Y 2 j EX TING CRATE INLET IS TO M AS ILL _U > O U M 24••617.3 N,JNo y APPROVED V1 D B DY PERM T 1308 602 EXIST4%4' GRATE INILEjO W u Norc o TOP GRATE 61849 FL 24- WT -614.6 yy W �� �JO n n CONCRETE CARROLLTON, TEXAS 75070 FIRM NO. PHONE (972) 345-1231 5663 SCALE I DATE I JOB 7DESIGN 6/30/2020 1 STARNES 10 � E. oAK sr OR TOOLS THAT YOUR ARE OPERATING OR k a HANDLING MUST BE KEPT A SAFE DISTANCE z G (L , 0� uh o Do �Zya �X E. HICKORY + W �a�Ntp m) yy CONN EXIST 24 RCP em ~XOOg UO z j 2 d C� jpyj A• ,4 TO PROP 6X6' CULVERT SIDE WALLDO AND EQUIPMENT MUST BE KEPT FROM I= 0• i DISTANCE FOR POWER LINES 50,000 WATTS m W U) I I U U E. srcANORE sr w OF THE POWER LINES. THE HAZARDS w� 3+00 CONTACT CAUTION Texas One Call: 1-800-245-4545 48 HOURS PRIOR TO CONSTRUCTION NOTE: SHOP DRAWINGS FOR 48" RCP WYE CONNECTION TO 6'X6' BOX SHALL BE SUBMITTED TO CITY FOR APPROVAL PRIOR TO MANUFACTURING THIS SEGMENT OF 6'X6' BOX EXIST SDMH RIM=622.06 FL 42 -RCP (N),(S),(W)=614.73 X INSTALL 48" 30' BEND } ON EXIST 48" RCP ��I Y 2 j N M� EXINi Cl _U > O U M 24••617.3 N,JNo y 12"' aro ,U3 N O ELECTRICALOE z a DOC. NO 201 u Norc o ~O UO � , i�S•r �mK�dw g W�h w_aoml� �JO n n CONCRETE CARROLLTON, TEXAS 75070 FIRM NO. PHONE (972) 345-1231 5663 SCALE I DATE I JOB 7DESIGN 6/30/2020 1 STARNES 10 � E. oAK sr OR TOOLS THAT YOUR ARE OPERATING OR k a HANDLING MUST BE KEPT A SAFE DISTANCE STA 6+75 LINE A , 0� THAT, IF YOU ARE WORKING NEAR POWER E. HICKORY ! S W ' N yy CONN EXIST 24 RCP PH II g ,20 j 2 d C� jpyj A• ,4 TO PROP 6X6' CULVERT SIDE WALLDO AND EQUIPMENT MUST BE KEPT FROM I= 0• i DISTANCE FOR POWER LINES 50,000 WATTS m W 4 E. srcANORE sr w OF THE POWER LINES. THE HAZARDS a `q y o g FL 24" RCP=613.751 FL 6'X6' CULVERT=611.85 EwsT 4'•4' g ) - 1 4+00 ISSUED FOR CONSTRUCTION NOVEMBER 9, 2020 5+00 CAUTION IN DME TO BE CONSULTED ON ALL DRAINAGE IMPROVEMENTS WITHIN 10' OF EXISTING UTILITY LINES, POWERPOLES AND EQUIPMENT PRIOR TO CONSTRUCTION REGARDING V EX 6+00 U M � _ ORATE TOP -020.78 --• r w _U > O U M 24••617.3 N,JNo y 12"' aro ,U3 N O ELECTRICALOE z a DOC. NO 201 u Norc o ~O UO � , i�S•r �mK�dw g W�h w_aoml� �JO n n 4+00 ISSUED FOR CONSTRUCTION NOVEMBER 9, 2020 5+00 CAUTION IN DME TO BE CONSULTED ON ALL DRAINAGE IMPROVEMENTS WITHIN 10' OF EXISTING UTILITY LINES, POWERPOLES AND EQUIPMENT PRIOR TO CONSTRUCTION REGARDING V EX 6+00 7+00 care IFB#7086 �a AND HEALTH ADMINISTRATION) REGULATION£ E. MCXINNEY ST DEH CONSULTING, LTD 87W6 I 1y ✓S 2573 MOSSWOOD DR. 6-30-20 CARROLLTON, TEXAS 75070 FIRM NO. PHONE (972) 345-1231 5663 SCALE I DATE I JOB 7DESIGN 6/30/2020 1 STARNES 10 VICINITY MAP fee / ®® O 0 15' 30' 60' (FEET) 1 inch = 30 ft. LEGEND EXIS77NG STORM PIPE \ (TO REMAIN) EXIS77NG STORM PIPE (TO BE REMOVED) i e\ ® PROPOSED STORM PIPE \ I n \\ - UGE- EXIST UNDERGROUND ELECTRIC - OHU- EXIST OVERHEAD UTILITY I A°A - UGT- EXIST UNDERGROUND TELEPHONE GAS EXISTING GAS LINE SS EXIS77NG SANITARY SEWER PIPE W EXIS77NG WATER LINE T❑ EXISTING TELEPHONE PEDESTAL © EX/STING GAS METER EX/STING U77L/TY VAULT/B0X 635 NOTE: EXISTING GROUND, GRAVEL, CONCRETE PARKING/STREET PAVEMENT, CURBS, SIDEWALKS 630 AND/OR ETC. NECESSARY TO BE REMOVED FOR THE INSTALLATION OR CONSTRUCTION OF STORM SEWER SYSTEM CULVERT OR PIPE SHALL BE REPLACED AT SAME ALIGNMENTS 625 AND GRADES AS EXISTING CONDITIONS. MAINTAIN OSHA APPROACH DISTANCES: 620 PEI. , ,.U.... �a AND HEALTH ADMINISTRATION) REGULATION£ E. MCXINNEY ST NAGE CHANNEL a POWER LINES. WHENEVER WORK IS TO BE PH 1, � E. oAK sr OR TOOLS THAT YOUR ARE OPERATING OR o HANDLING MUST BE KEPT A SAFE DISTANCE FROMM POWER LINES. OSHA ALSO REQUIRES THAT, IF YOU ARE WORKING NEAR POWER E. HICKORY ! S yy w PH II g ,20 j MULBERRY ST 6 jpyj A• ,4 AND EQUIPMENT MUST BE KEPT FROM I= 0• i DISTANCE FOR POWER LINES 50,000 WATTS 605 4 E. srcANORE sr w OF THE POWER LINES. THE HAZARDS h RNZ �" 5 z SIGNS AND MAKE SURE THAT ANYONE WORKING FROM AN ELEVATED POSITION II E. PRAIRIE ST VICINITY MAP fee / ®® O 0 15' 30' 60' (FEET) 1 inch = 30 ft. LEGEND EXIS77NG STORM PIPE \ (TO REMAIN) EXIS77NG STORM PIPE (TO BE REMOVED) i e\ ® PROPOSED STORM PIPE \ I n \\ - UGE- EXIST UNDERGROUND ELECTRIC - OHU- EXIST OVERHEAD UTILITY I A°A - UGT- EXIST UNDERGROUND TELEPHONE GAS EXISTING GAS LINE SS EXIS77NG SANITARY SEWER PIPE W EXIS77NG WATER LINE T❑ EXISTING TELEPHONE PEDESTAL © EX/STING GAS METER EX/STING U77L/TY VAULT/B0X 635 NOTE: EXISTING GROUND, GRAVEL, CONCRETE PARKING/STREET PAVEMENT, CURBS, SIDEWALKS 630 AND/OR ETC. NECESSARY TO BE REMOVED FOR THE INSTALLATION OR CONSTRUCTION OF STORM SEWER SYSTEM CULVERT OR PIPE SHALL BE REPLACED AT SAME ALIGNMENTS 625 AND GRADES AS EXISTING CONDITIONS. 8+00 DOWNTOWN DENTON STORM DRAIN PLAN & PROFILE LINE 'A" STA 0+00-7+00 901-A TEXAS STREET DENTON, TX. 75209 2 MAINTAIN OSHA APPROACH DISTANCES: 620 FOLLOW OSHA (THE OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION) REGULATION£ _ AND WORK A SAFE DISTANCE FROM ALL 36°R P ai 0.20 POWER LINES. WHENEVER WORK IS TO BE PERFORMED NEAR OVERHEAD LINES, OSHA REQUIRES THAT YOU AND ANY EQUIPMENT 615 OR TOOLS THAT YOUR ARE OPERATING OR HANDLING MUST BE KEPT A SAFE DISTANCE FROMM POWER LINES. OSHA ALSO REQUIRES THAT, IF YOU ARE WORKING NEAR POWER LINES, YOU EITHER HAVE THE POWER LINES DEENERGIZED AND GROUNDED OR THAT YOU 610 TAKE OTHER PROTECTIVE MEASURES BEFORE ,20 WORK IS STARTED. OSHA HAS PRESCRIBED CERTAIN DISTANCES THAT YOU, YOUR TOOLS AND EQUIPMENT MUST BE KEPT FROM OVERHEAD POWER LINES. 10 FEET IS THE DISTANCE FOR POWER LINES 50,000 WATTS 605 OR LESS. IF YOU ARE AN EMPLOYER, IT IS YOUR RESPONSIBILITY IT MAKE SURE THAT EMPLOYEES ARE AWARE OF THE LOCATION OF THE POWER LINES. THE HAZARDS h INVOLVED AND THE PROTECTIVE MEASURES TO BE TAKEN. YOU MUST POST WARNINGS SIGNS AND MAKE SURE THAT ANYONE WORKING FROM AN ELEVATED POSITION II STAYS OUTSIDE THE MINIMUM APPROACH L„ DISTANCE. 8+00 DOWNTOWN DENTON STORM DRAIN PLAN & PROFILE LINE 'A" STA 0+00-7+00 901-A TEXAS STREET DENTON, TX. 75209 2 DocuSign Envelope ID: D0097D6A-CD44-4E81-96F6-1E97837D9DC8 0 a p t M C ro� 00 0 I LOA1V0NED GRID' E SIGN STA 28+87.87, 55.92 LT BEGIN PROPOSED 5' SIDEWALK IHEDGE STA 30.40.84, 55.70 LT SIDEWALK BREAK PT REMOVE AND REPLACE 11 SY CONC DRIVEWAY 5 SY ASPHALT PfIVEWAY CONCRETE PA 1 _ o ASPHALT PAVING �-" SEX. R. O. NT GREEN: Not included in the original plan quantities. Add 140'x5' this section to be added to the quantities listed on the summary page. STA 31-35. 38, 49.74 LT SIDEWAL-K BREAK PT 228 -----------I CP 5/8" CI "S&A CONTROL" N=7128236.974 E=2388526.481 EL=620.79 i )OWNTOWN SIG STA 31+59.94 END TURN DOWN FOOTING END PROPOSED 5' SIDEWALK AT RAILROAD R.O.W. CONTRACTOR TO FIELD VERIFY RAILROAD R.O.W. ZILROAD TRACKS -----. 1 1 11 1, STA 30+85.00 RAILROAD SIGNAL d Z W ...., N o -- - INSTALL NEW 5' SIDEWALK Mc K I NNE Y STREET BEGIN TURN DOWN FOOTING 10 o - -. osE v/ ko 011'PN � M Q _ASPHALTPAVING —_—__ _ —_ _—_—_—___—_ ____—_ -- _ _-_ _ _ —_ _ _ , LEX e O� I , .ti __._ _____ _�3PHA!-T FA!!ld(G_�_ > ¢- Do Lr) IQ'NO N .619 - - R.O.W 1__ W NOD o U M OD ♦ - �. N DD TEXAS & PACIFIC RAILROAD �I o �N MNm. N RAILROAD SIGN _----__— 620 -PATIO,`/ OOH BLOCK 1 RAILROAD ADDITION VOL O, PG 335 P.R.D.C.T. CALLED: 0.28 ACRES WAREHOUSER OF DENTON, L.P. TRACT 2 D.C.C.I. NO. 2004-5495, 0 P.R.D.C.T. 420 E. McKINNEY STREET BUILDING 620 CONCRETE PAVING 1 PROPOSED SIDEWALK TO BE CONSTRUCTED BY OTHERS 201f included in original plan _ PART OF WAREHOUSER OF DENTON, LP D.C.C.I. NO. 2003-157481, O'P.R.D.C.T. 426 E. McKINNEY STREET LEGEND Ol PROPOSED PEDESTRIAN RAMP CITY OF DENTON STANDARD RAMP TYPE lA O ADJUST UTILITY TO PROPOSED SIDEWALK GRADE O3 OVERHEAD ELECTRICAL POLE TO BE MOVED BY OTHERS 4O PROPOSED PEDESTRIAN RAMP TxDOT STANDARD DETAIL RAMP TYPE 5 OS MAILBOX TO BE REPLACED OTREE TO BE REMOVED, FIELD VERIFY ALL TREES REMOVALS ODRIVEWAY NUMBER. SEE DRIVEWAY SCHEDULE FOR DETAILS. PROPOSED ASPHALT DRIVEWAY PROPOSED SIDEWALK EXISTING SIDEWALK - PROPOSED SIDEWALK NOTE: 1. SEE CITY OF DENTON CURB AND GUTTER DETAIL FOR CURB INFORMATION. 2. SEE CITY OF DENTON SIDEWALK DETAIL FOR SIDEWALK AND RAMP INFORMATION. 3. SEE CITY OF DENTON SIDEWALK DETAIL FOR TURN DOWN FOOTING AND SIDEWALK WITH RETAINING WALL INFORMATION. 4. SEE TxDOT STANDARD DETAIL PED -18 FOR TYPE 5 RAMP INFORMATION. 10 5 0 10 20 I I I I I GRAPHIC SCALE DANIEL W EVERETT, 1 I ........ ° 93551 AFF �7cENSE°. ............- � �SSlONAL E- `'v P. IE CITY OF DANNENBAUM ENGINEERING COMPANY - DALLAS, LLC T.B.P.E. FIRM REGISTRATION F-8996 303°'NDON B JOHNSON FWr, STE 91D DA—S, Tx 7 52 34 19 721 2 39-2 0 0: CITY OF DENTON DENTON COUNTY, TEXAS CITY OF DENTON SIDEWALKS McKINNEY STREET SIDEWALK PLAN SHEET 2 OF 2 ------- SCALL 6130-01 HOR I Z: A 18/2019 VERT: RAILROAD SIGNAL d Z W ...., N azu, osE v/ I -_-- 6ry0 , LEX I , .ti R.O.W 1__ REMAINDER OF TEXAS & PACIFIC RAILROAD �I VOL. N, PAGE 197, D.R.D.C.T. T _-__-__-I V I I CALLED 4.697 ACRES CITY OF DENTON, TEXAS D.C.C.I. NO. 2001-121013, O.P.R.D.C.T. I I I I I I 500 E. HICKORY STREET LEGEND Ol PROPOSED PEDESTRIAN RAMP CITY OF DENTON STANDARD RAMP TYPE lA O ADJUST UTILITY TO PROPOSED SIDEWALK GRADE O3 OVERHEAD ELECTRICAL POLE TO BE MOVED BY OTHERS 4O PROPOSED PEDESTRIAN RAMP TxDOT STANDARD DETAIL RAMP TYPE 5 OS MAILBOX TO BE REPLACED OTREE TO BE REMOVED, FIELD VERIFY ALL TREES REMOVALS ODRIVEWAY NUMBER. SEE DRIVEWAY SCHEDULE FOR DETAILS. PROPOSED ASPHALT DRIVEWAY PROPOSED SIDEWALK EXISTING SIDEWALK - PROPOSED SIDEWALK NOTE: 1. SEE CITY OF DENTON CURB AND GUTTER DETAIL FOR CURB INFORMATION. 2. SEE CITY OF DENTON SIDEWALK DETAIL FOR SIDEWALK AND RAMP INFORMATION. 3. SEE CITY OF DENTON SIDEWALK DETAIL FOR TURN DOWN FOOTING AND SIDEWALK WITH RETAINING WALL INFORMATION. 4. SEE TxDOT STANDARD DETAIL PED -18 FOR TYPE 5 RAMP INFORMATION. 10 5 0 10 20 I I I I I GRAPHIC SCALE DANIEL W EVERETT, 1 I ........ ° 93551 AFF �7cENSE°. ............- � �SSlONAL E- `'v P. IE CITY OF DANNENBAUM ENGINEERING COMPANY - DALLAS, LLC T.B.P.E. FIRM REGISTRATION F-8996 303°'NDON B JOHNSON FWr, STE 91D DA—S, Tx 7 52 34 19 721 2 39-2 0 0: CITY OF DENTON DENTON COUNTY, TEXAS CITY OF DENTON SIDEWALKS McKINNEY STREET SIDEWALK PLAN SHEET 2 OF 2 ------- SCALL 6130-01 HOR I Z: A 18/2019 VERT: DocuSign Envelope ID: D0097D6A-CD44-4E81-96F6-1E97837D9DC8 Project: Downtown Denton Storm Drain Ph. 1 Date: February 22, 2021 Quality Excavation LTD 5580 US Highway 377 Aubrey, TX 76227 (940) 365-0800 Off (940) 365-5961 Fax Quality Excavation had planned to switch traffic on McKinney St. beginning Thursday, February 11, 2021 to continue laying the storm drain line A through the southern half of McKinney St. However, because this portion of line would require the exposure of the existing 16" waterline and the weather reports advised of freezing temperatures to come on Friday, February 12th, this work was postponed. The postponement of further work until temperatures were suitable was discussed and agreed to with the City of Denton. Quality Excavation agreed to stay in communication with the City of Denton to notify of when we would be able to return to work. Due to the severe weather of snow and ice in the week to follow, Quality has not been able to return to work until today, February 22, 2021. Quality Excavation is requesting an additional eleven (11) calendar days be added to the schedule to compensate for this weather related force majeure period which prevented productive work from taking place on the Downtown Denton Storm Drain Ph1 project. Thank you for your consideration of this request. Sincerely, Emily Culp emily(i�qualityexcavationitd. com 940-291-5379 19 Certificate Of Completion Envelope Id: D0097D6ACD444E8196F61 E97837D9DC8 Subject: —Purchasing Approval— 7086 - Downtown Storm Sewer CO#2 Source Envelope: Document Pages: 10 Signatures: 5 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 5/13/2021 11:17:57 AM Signer Events Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kyle Pedigo kyle.pedigo@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/13/2021 11:57:54 AM ID:344550f6-5e01-4670-8465-999451797ed6 Rob Mallon rob@qualityexcavationitd.com Operations Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/13/2021 12:47:40 PM ID:4a8dfa7f-bdfd-4cd2-b86b-fbee947124f0 Holder: Cori Power cori.power@cityofdenton.com Signature Completed Using IP Address: 198.49.140.104 EiDS Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.104 ED­Si,n,d by:b'PUJY B8456AA706084B7... Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 CDocuSignetl by: r ItiLattbin 5E50B62418EA4CF... Signature Adoption: Pre -selected Style Using IP Address: 173.219.29.14 DocuSign Status: Completed Envelope Originator: Cori Power 901 B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Location: DocuSign Timestamp Sent: 5/13/2021 11:23:56 AM Viewed: 5/13/2021 11:24:13 AM Signed: 5/13/2021 11:24:49 AM Sent: 5/13/2021 11:24:52 AM Viewed: 5/13/2021 11:46:53 AM Signed: 5/13/2021 11:47:31 AM Sent: 5/13/2021 11:47:35 AM Viewed: 5/13/2021 11:57:54 AM Signed: 5/13/2021 11:58:06 AM Sent: 5/13/2021 11:58:09 AM Viewed: 5/13/2021 12:47:40 PM Signed: 5/13/2021 2:49:30 PM 321 Signer Events Signature Timestamp Rebecca Diviney EDII"Sig"Id by: Sent: 5/13/2021 2:49:34 PM Rebecca.Diviney@cityofdenton.com`�"" ` `"`� Viewed: 5/13/2021 3:42:11 PM Director of Capital Projects/City Engineer CE9F2B4E4B6745F... Signed: 5/13/2021 3:42:23 PM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 5/13/2021 3:42:11 PM ID:a3ff5012-Ob26-4ed4-b26a-5d1c3a091e50 Cori Power EDI­Siglld by: 7 Sent: 5/13/2021 3:42:26 PM Oyl �owex cori.power@cityofdenton.com Viewed: 5/13/2021 4:34:04 PM Senior Buyer 5F1FE1663F7B4FE Signed: 5/13/2021 4:34:08 PM City of Denton Security Level: Email, Account Authentication Signature Adoption: Pre selected Style (None) Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee� Sent: 5/13/2021 4:34:12 PM cheyenne.defee@cityofdenton.com ED Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kyle Pedigo Sent: 5/13/2021 4:34:12 PM kyle.pedigo@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/13/2021 11:57:54 AM ID:344550f6-5e01-4670-8465-999451797ed6 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/13/2021 11:23:56 AM Certified Delivered Security Checked 5/13/2021 4:34:04 PM Signing Complete Security Checked 5/13/2021 4:34:08 PM Completed Security Checked 5/13/2021 4:34:12 PM 322 Payment Events Status Electronic Record and Signature Disclosure Timestamps 323 Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Kyle Pedigo, Rob Mallon, Rebecca Diviney, Kyle Pedigo 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. 324 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, 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. 325 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. 326 DocuSign Envelope ID: CC5AF26C-6A55-4285-8EF6-F3089D5A20A1 IOCITY F DENTON Docusign Transmittal Coversheet DS L 327 File Name 7086 - Downtown storm sewer - CO#3 Purchasing Contact Cori Power Contract Expiration "/A DS L 327 DocuSign Envelope ID: CC5AF26C-6A55-4285-8EF6-F3089D5A20A1 328 --- City of Denton - Capital Projects Contractor: Quality Excavation, LTD 401 N. Elm Street 5580 US -377 CITY OF Denton, TX 76201 Aubrey, TX 76227 DENTON Kyle Pedigo, Project Manager Emily Culp Project: Downtown Denton Storm Drain PH I CHANGE ORDER NO. 3 IFB# 7086 PO #: 194856 NTP Date: 12/14/2020 Project Complete Date: 9/28/2021 CIP/ENG# 880001 Date Prepared: 6/9/21 Contract BID Amount: $ 1,086,764.00 Prior Approved Other Funded CO's: $ 19,121.80 5% Contingency Amount: $ 54,338.20 Current Contract Amount w CO's: $ 1,105,885.80 Total NTE Amount: $ 1,141,102.20 Prior Approved CAA's: $ 54,338.20 This CO Other Funding Request: $ (43,767.00) Available Contingency: $ 0.00 Total Change Request: $ (43,767.00) This CAA Request: $ - Original Contract Days: 270 This CO Days Request: 0 Contingency Remaining: $ 0.00 Approved CO Days: 18 New Contract Days: 288 PROJECT•PE AND REASON FOR Installation of 700' of RCB and 790' of RCP to upgrade storm drainage downtown between McKinney Project Scope and Hickory along the UPRR ROW and Oak Street between Oakdale and UPRR. Also includes street included in Contract: and parking lot restoration. Reduction in parking lot paving due to survey vs. estimated quantities. Removed unnecessary items Reason for Requested due to difference in plans vs. field conditions. Added TxDOT style inlet due to conflict with existing Change Order: utilities. Changed water line lowering from 6" in plans to 8" encountered in Bell. CONTINGENCY• • .CONTRACT QUANTITY CHANGES TO EXISTING ITEMS Item Spec. Section No. No. Description of work UOM BID QTY +/- QTY Unit Price Extended Price TOTAL CAA QTY CHANGES: $0.00 NEW ITEMS OF WORK Contingency funds are used at City's discretion per contract spec language TOTAL CAA NEW ITEMS: 0,00 • •(CO) QUANTITY CHANGES TO EXISTING ITEMS Item Spec. Section No. No. Description of work UOM BID QTY +/- QTY Unit Price Extended Price 13 SD2 10' Recessed Curb Inlet EA 1 -1 $ 6,700.00 $ (6,700.00) 22 SS6 Steel Encasement of 6" Sanitary Sewer Pipe LF 20 -15 $ 445.00 $ (6,675.00) 23 SS6 Steel Encasement of 12" Sanitary Sewer Pipe LF 10 -10 $ 673.00 $ (6,730.00) 24 W1 Adjust 6" Water Line and Install Steel Encasement EA 2 -2 $ 8,070.00 $ (16,140.00) 27 SD9 Concrete Riprap for Channel -Additional SF 210 1,177 $ 14.00 $ 16,478.00 32 ST4 6" Concrete Curb & Gutter LF 60 50 $ 40.00 $ 2,000.00 38 SSI-SS4 Remove 14' of 8" San. Sewer in McKinneySt. & Inst LS 1 -1 7,700.00 7 700.00 41 SS6 Steel Encasement of 12" Water Pipe LF 16 -16 $ 391.00 $ (6,256.00) 3-5 1 ST12 7" Concrete Parking Lot Paving SF 0 1 -3,571.00 $ 9.00 $ (32,139.00) 328 DocuSign Envelope ID: CC5AF26C-6A55-4285-8EF6-F3089D5A20A1 Signatory Lines will be updated by Purchasing if required THE AFOREMENTIONED CHANGE, AND WORK AFFECTED THEREBY, IS SUBJECT TO ALL CONTRACT STIPULATIONS AND COVENANTS. Signed /by: SUBMITTED BY: FZ Pam )pct Manager DocuSigned by: F ACCEPTED BY CITY ENGINEER/DIRECTOR OF CAPITAL PROJECTS ��e�rcz CE9F2B4E SfpatUre DocuSigned by: ACCEPTED BY CONTRACTOR: Rob Mallon Operations Manager F�b tl, &w Name, Title H50B6241&Vbture Doe' Signed by: PURCHASING: Covi Rwev 7/13/2021 5FlFE1111FISTgnature Contractor Name Project Name - Phase CHANGE ORD1329 TOTAL OTHER FUNDED QTY CHANGES: -$63,862.00 NEW ITEMS OF WORK 3-1 RFI 5 10' TxDOT Curb & Grate Inlet TY 1 EA 0 1 $ 6,700.00 $ 6,700.00 3-2 RFI 5 5'x20'x17" Sidewalk w/ Existing Inlet Infill & C&G LS 0 1.00 $ 2,990.00 $ 2,990.00 3-3 RFI 9 8" Waterline Lowering EA 0 1.00 $ 9,150.00 $ 9,150.00 3-4 RFI 7 Concrete Encasement LF 0 10 $ 125.50 $ 1,255.00 TOTAL OTHER FUNDED NEW ITEMS: $20,095.00 Downtown Denton Storm Drain PH I Original BID/Contract Amount: Original Total Not to Exceed Amount: Total CAA's : Total CO's: Revised Contract Amount: % of CAA approved to -date : Total Change Order over original Bid: Percent Changes over NTE: $ $ 1,086,764.00 1,141,102.20 $54,338.20 -$24,645.20 $1,116,457.00 100.00% 2.73% -2.160% Signatory Lines will be updated by Purchasing if required THE AFOREMENTIONED CHANGE, AND WORK AFFECTED THEREBY, IS SUBJECT TO ALL CONTRACT STIPULATIONS AND COVENANTS. Signed /by: SUBMITTED BY: FZ Pam )pct Manager DocuSigned by: F ACCEPTED BY CITY ENGINEER/DIRECTOR OF CAPITAL PROJECTS ��e�rcz CE9F2B4E SfpatUre DocuSigned by: ACCEPTED BY CONTRACTOR: Rob Mallon Operations Manager F�b tl, &w Name, Title H50B6241&Vbture Doe' Signed by: PURCHASING: Covi Rwev 7/13/2021 5FlFE1111FISTgnature Contractor Name Project Name - Phase CHANGE ORD1329 DocuSign Envelope ID: CC5AF26C-6A55-4285-8EF6-F3089D5A20A1 Project Agency Project Name Contract Number Date Current Contract Amount Requested Change Order 3 Amount Revised Contract Amount City of Denton Downtown Storm Sewer 7086 June 8, 2021 $1,160,224.00 -$43,767.00 $1,116,457.00 BID ITEM DESCRIPTION QUANTI $/UNIT TOTAE/EXTENSION New (RFI 5) 10' TXDOT Curb & Grate Inlet Ty 1 EA 0 $ 6,700.00 $ 6,700.00 New (RFI 5) 5'x20'x17" Sidewalk with Existing Inlet Infill & C&G LS 0 $ 2,990.00 $ 2,990.00 New (RFI 9) 8" Waterline Lowering EA 0 $ 9,150.00 $ 9,150.00 New (RFI 7) Concrete Encasement LF 10 $ 125.50 $ 1,255.00 New 7" Concrete Parking Lot Paving SF 3571 $ 9.00 $ (32,139.00) 13 10' Recessed Curb Inlet EA 0 $ 6,700.00 $ (6,700.00) 22 IlSteel Encasement of 6" Sanitary Sewer Pipe LF 15 $ 445.00 $ (6,675.00) 23 Steel Encasement of 12" Sanitary Sewer Pipe LF 10 $ 673.00 $ (6,730.00) 24 Adjust 6" Water Line and install Steel Encasement EA 0 $ 8,070.00 $ (16,140.00) 27 Concrete Riprap for for Channel -Additional SF 1177 $ 14.00 $ 16,478.00 32 6" Concrete Curb & Gutter LF 50 $ 40.00 $ 2,000.00 38 1 Remove 1,V of 8" San. Sewer in McKinney St. & install MH w/pipe LS 0 $ 7,700.00 $ (7,700.00) 41 steel Encasement of 12" Water Pipe LF 16 $ 391.00 $ (6,256.00) QUALITY EXCAVATION LTD 5580 US HIGHWAY 377 AUBREY, TX 76227 Approved Printed Total $ (43,767.00) A 330 Certificate Of Completion Envelope Id: CC5AF26C6A5542858EF6F3089D5A2OA1 Subject: —Purchasing Approval— Contract 7086 - Downtown Storm Sewer CO#3 Source Envelope: Document Pages: 4 Signatures: 4 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 7/2/2021 11:29:41 AM Signer Events Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kyle Pedigo kyle.pedigo@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/6/2021 4:13:07 PM ID:bOe4bda3-a8a6-4128-a00a-633805b418e4 Rebecca Diviney Rebecca.Diviney@cityofdenton.com Director of Capital Projects/City Engineer Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/12/2021 9:10:05 PM ID:5a0064ef-54cb-4505-baa3-87cf822b1662 Holder: Cori Power cori.power@cityofdenton.com Signature Completed Using IP Address: 198.49.140.104 EiDS Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.104 ED­Si,n,d by:b'PUJY B8456AA706084B7... Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 ED—Signed by: SE86745 Signature Adoption: Pre -selected Style Using IP Address: 47.222.11.1 Signed using mobile DocuSign Status: Completed Envelope Originator: Cori Power 901 B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Location: DocuSign Timestamp Sent: 7/2/2021 1:13:39 PM Viewed: 7/2/2021 1:14:21 PM Signed: 7/2/2021 1:15:03 PM Sent: 7/2/2021 1:15:04 PM Viewed: 7/2/2021 1:46:11 PM Signed: 7/2/2021 1:46:32 PM Sent: 7/2/2021 1:46:34 PM Resent: 7/6/2021 3:55:55 PM Viewed: 7/6/2021 4:13:07 PM Signed: 7/6/20214:13:19 PM Sent: 7/6/2021 4:13:20 PM Resent: 7/12/2021 9:08:05 PM Viewed: 7/12/2021 9:10:05 PM Signed: 7/12/2021 9:10:24 PM 331 Signer Events Signature Timestamp Rob Mallon EDII"Sig"Id by: Sent: 7/6/2021 4:13:20 PM rob@qualityexcavationitd.com b kAuhln, Resent: 7/12/2021 9:08:05 PM Operations Manager 5HOB62418EMCF... Viewed: 7/13/2021 5:55:26 AM Security Level: Email, Account Authentication Signed: 7/13/2021 5:56:16 AM (None) Signature Adoption: Pre -selected Style Using IP Address: 173.219.29.14 Electronic Record and Signature Disclosure: Accepted: 7/13/2021 5:55:26 AM ID:174c3d84-4fde-4672-b470-8e5795f38f89 Cori Power EDI­Siglld by: Sent: 7/13/2021 5:56:18 AM ovi �owex cori.power@cityofdenton.com Viewed: 7/13/2021 8:13:30 AM Senior Buyer 5F1FE1663F7B4FE Signed: 7/13/2021 8:13:36 AM City of Denton Security Level: Email, Account Authentication Signature Adoption: Pre selected Style (None) Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee� Sent: 7/13/2021 8:13:38 AM cheyenne.defee@cityofdenton.com ED Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kyle Pedigo Sent: 7/13/2021 8:13:38 AM kyle.pedigo@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/6/2021 4:13:07 PM ID:b0e4bda3-a8a6-4128-a00a-633805b418e4 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/2/2021 1:13:39 PM Certified Delivered Security Checked 7/13/2021 8:13:30 AM Signing Complete Security Checked 7/13/2021 8:13:36 AM Completed Security Checked 7/13/2021 8:13:38 AM 332 Payment Events Status Electronic Record and Signature Disclosure Timestamps 333 Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Kyle Pedigo, Rebecca Diviney, Rob Mallon, Kyle Pedigo 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. 334 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, 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. 335 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. 336 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE APPROVAL OF CHANGE ORDER NO. 4 TO THE CONTRACT BETWEEN THE CITY OF DENTON AND QUALITY EXCAVATION LTD, FOR CONSTRUCTION OF THE MCKINNEY STREET SIDEWALK SEGMENT FOR THE DOWNTOWN STORM SEWER TRUNK LINE PH I PROJECT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 7086 — CHANGE ORDER NO. 4 IN THE NOT -TO -EXCEED AMOUNT OF $102,451.25, FOR A TOTAL CONTRACT AWARD AGGREGATED TO $1,218,908.25). WHEREAS, on October 20, 2020, by Ordinance No. 20-2061, the City Council awarded a contract to Quality Excavation LTD, in the amount of $1,141,102.20, for the construction of the Downtown Storm Sewer Trunk Line PH 1 Project for the City of Denton; and WHEREAS, on May 12, 2021, Purchasing awarded a Change Order No. 1 between the City of Denton and Quality Excavation LTD, to reduce the amount of the contract by $4,710.00; and WHEREAS, on May 13, 2021, Purchasing awarded Change Order No. 2 between the City of Denton and Quality Excavation LTD, using $59,048.20 of contingency funds and additional funds in the amount of $19,121.80; and WHEREAS, on July 13, 2021, Purchasing awarded Change Order No. 3 between the City of Denton and Quality Excavation LTD, to reduce the amount of the contract by $43,767.00; and WHEREAS, the Staff having recommended, and the City Manager having recommended to the Council that a change order be authorized to amend such contract agreement with respect to the scope of work and an increase in the payment amount; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Change Order No. 4, increasing the amount of the contract between the City and Quality Excavation LTD, which is on file in the office of the Purchasing Agent, in the amount of One Hundred Two Thousand Four Hundred Fifty -One and 25/100 ($102,451.25) dollars, is hereby approved, and the expenditure of funds therefore is hereby authorized in accordance with said change order which shall be attached hereto. The total purchase order amount increases to $1,218,908.25. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by seconded by following vote [ - ]: and . This ordinance was passed and approved by the 337 Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2021. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY :• APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY Digitally signed by Marcella Lunn DN: do=com, dc=cityofdenton, dc=codad, wi� , ou=Department Users and Groups, ou=General Government, ou=Legal, W Lk cn=Marcella Lunn, emai I=Marcel Ia.Lunn@cityofdenton.com BY: Date: 2021.07.2716:22:43 -0500' 338 DocuSign Envelope ID: 8F2CO23A-E1 BA-4B2B-A59E-035EA06D51 F2 I CITY i OF DENTON Docusign City Council Transmittal Coversheet IFB 7086 File Name Downtown storm sewer CO#4 Purchasing Contact Cori Power City Council Target Date Piggy Back Option Not Applicable Contract Expiration Ordinance DS 339 DocuSign Envelope ID: 8F2CO23A-E1 BA-4B2B-A59E-035EA06D51 F2 340 City of Denton - Capital Projects Contractor: Quality Excavation, LTD 401 N. Elm Street 5580 US -377 °F Denton, TX 76201 Aubrey, TX 76227 DENTON Kyle Pedigo, Project Manager Emily Culp Project: Downtown Denton Storm Drain PH I CHANGE ORDER NO. 4 IFB# 7086 PO #: 194856 NTP Date: 12/14/2020 'roject Complete Date: 10/28/2021 CIP/ENG# 880001 Date Prepared: 7/6/21 Contract BID Amount: $ 1,086,764.00 Prior Approved Other Funded CO's: $ (24,645.20) 5% Contingency Amount: $ 59,048.20 Current Contract Amount w CO's: $ 1,062,1 18.80 Total NTE Amount: $ 1,145,812.20 Prior Approved CAA's: $ 59,048.20 This CO Other Funding Request: $ 102,451.25 Available Contingency: $ - Total Change Request: $ 102,451.25 This CAA Request: $ - Original Contract Days: 270 This CO Days Request: 30 Contingency Remaining: $ - Approved CO Days: 18 New Contract Days: 318 PROJECT•PE AND REASON FOR Installation of 700' of RCB and 790' of RCP to upgrade storm drainage downtown between Project Scope McKinney and Hickory along the UPRR ROW and Oak Street between Oakdale and UPRR. Also included in Contract: Includes street and parking lot restoration. The McKinney Street CDBG Sidewalks from Bell to Frame were added to this project scope due Reason for Requested to the overlap of scope and work zones. This also facilitated a cost savings by using an existing Change Order: contract for construction to eliminate excessive mobilization, traffic control, and other fees. Funding will come from the Downtown TIF project. CONTINGENCY• • .CONTRACT QUANTITY CHANGES TO EXISTING ITEMS Item No. Spec. Section No. I Description of work UOM BID QTY +/- QTY Unit Price Extended Price TOTAL CAA QTY CHANGES: NEW ITEMS OF WORK Contingency funds are used at City's discretion per contract spec language TOTAL CAA NEW ITEMS: OTHER FUNDED CONTRACT(CO) QUANTITY CHANGES TO EXISTING ITEMS Item Spec. Section No. No. Description of work UOM BID QTY +/- QTY Unit Price Extended Price 15 ST1 Remove Existing 6" Concrete Curb & Gutter LF 60 95 $ 11.00 $ 1,045.00 31 ST5 5 ft Sidewalk LF 20 130.48 $ 40.00 $ 5,219.20 32 ST4 6" Concrete Curb & Gutter LF 60 75.60 $ 40.00 $ 3,024.00 TOTAL OTHER FUNDED QTY CHANGES: $9,288.20 NEW ITEMS OF WORK 4-1 Mobilization / Added Bonds LS 0 1 $ 5,478.00 $ 5,478.00 4-2 Erosion Control LS 0 1 $ 6,170.00 $ 6,170.00 4-3 Prep Right of Way STA 0 8 $ 626.00 $ 5,008.00 4-4 Traffic Control LS 0 1 $ 4,195.00 $ 4,195.00 4-5 Remove Existing Mailbox EA 0 1 $ 119.00 $ 119.00 4-6 F&I Standard Mailbox EA 0 1 $ 298.00 $ 298.00 4-7 Remove & Replace Existing Signage EA 0 4 $ 375.00 $ 1,500.00 4-8 Remove Conc (Driveways) SY 0 58 $ 16.00 $ 928.00 4-9 Remove Stab Base & Ashp Pavement (2"-6") SY 0 15 $ 86.20 $ 1,293.00 4-11 Grade, F&I Driveways (Conc) SY 0 77 $ 121.50 $ 9,355.50 4-12 Grade, F&I Driveways (Asphalt) SY 0 68 $ 173.10 $ 11,770.80 4-14 Curb Ramps (Ty 1A) EA 0 10 $ 2,154.00 $ 21,540.00 4-15 Adjust Utility to Grade EA 0 1 $ 664.00 $ 664.00 4-16 5' Sidewalk w/ Toe Wall LF 0 1 75 $ 61.00 $ 4,575.00 340 DocuSign Envelope ID: 8F2CO23A-E1 BA-4B2B-A59E-035EA06D51 F2 4-17 PRI Rail Ty B LF 0 75 $ 230.00 $ 17,250.00 4-18 2' Curb & Gutter with Doweled Sidewalk LF 0 75 $ 40.25 1 $ 3,018.75 TOTAL OTHER FUNDED NEW ITEMS: $93,163.05 TOTAL CO AMOUNT: $102,451.25 Original BID/Contract Amount: $ 1,086,764.00 Original Total Not to Exceed Amount: $ 1,145,812.20 Downtown Denton Storm Drain PH I Total CAA's : $59,048.20 Total CO's: $73,096.05 Revised Contract Amount: $1,218,908.25 of CAA approved to -date: 100.00% Total Change Order over original Bid: 12.16% Percent Changes over NTE: 6.379% Signatory Lines will be updated by Purchasing if required THE AFOREMENTIONED CHANGE, AND WORK AFFECTED THEREBY, IS SUBJECT TO ALL CONTRACT STIPULATIONS AND COVENANTS. 11—Signed by: SUBMITTED BY: 4Pam rise: Y'mkt Managei PacuSigned by: ACCEPTED BY CITY ENGINEER/DIRECTOR OF CAPITAL PROJECTS F'�" ft,4 y7 E9F2B4 1131§natore D9, usigned by: ACCEPTED BY CONTRACTOR: Rob Mallon Operations Manager FSIs A1A htA. Name, Title "E " "V@nature CITY MANAGER: ATTEST: CITY SECRETERY PURCHASING: APPROVED AS TO LEGAL FORM: Signature Signature 0 usigned ";�� hcg 13E"a 'SIgnature PocuSigned hy:ww 4070831 "'Tgnature Contractor Name Project Name - Phase CHANGE ORC 341 Certificate Of Completion Envelope Id: 8F2CO23AE1BA4B2BA59E035EA06D51F2 Subject: Please DocuSign: City Council Contract 7086 - Downtown Storm Sewer CO#4 Source Envelope: Document Pages: 3 Signatures: 5 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 7/21/2021 6:39:17 PM Signer Events Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Catherine Clifton, Interim City Attorney City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kyle Pedigo kyle.pedigo@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/22/2021 12:24:16 PM ID:d07b7b72-5707-4aOc-a3d2-d103c649d426 Holder: Cori Power cori.power@cityofdenton.com Signature Completed Using IP Address: 198.49.140.104 EDY—Sig-d nye Signature Adoption: Pre -selected Style Using IP Address: 47.188.127.170 Signed using mobile �0—sig-d by- dfl03IB4AA4 3 Signature Adoption: Pre -selected Style Using IP Address: 68.185.202.16 E�8D;S.g­d by, P 06°4°... Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 DocuSign Status: Sent Envelope Originator: Cori Power 901 B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Location: DocuSign Timestamp Sent: 7/21/2021 6:43:33 PM Viewed: 7/21/2021 6:43:40 PM Signed: 7/21/2021 6:43:55 PM Sent: 7/21/2021 6:43:57 PM Viewed: 7/21/2021 8:00:46 PM Signed: 7/21/2021 8:01:02 PM Sent: 7/21/2021 8:01:04 PM Viewed: 7/22/2021 11:54:53 AM Signed: 7/22/2021 11:56:43 AM Sent: 7/22/2021 11:56:45 AM Viewed: 7/22/2021 12:24:16 PM Signed: 7/22/2021 12:24:31 PM 342 Signer Events Signature Timestamp Rob Mallon Lr_ OuS1gnedb Sent: 7/22/2021 12:24:33 PM rob@qualityexcavationitd.com6 AUUW, Viewed: 7/22/2021 1:24:01 PM Operations Manager 5E5o9825,9EAacF. Signed: 7/22/2021 1:27:12 PM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 173.219.29.14 Electronic Record and Signature Disclosure: Accepted: 7/22/2021 1:24:01 PM ID:2c45065c-5960-4e56-a0fb-6ca984c5b465 Rebecca Diviney sq".d by Sent: 7/22/2021 1:27:14 PM Rebecca.Diviney@cityofdenton.com Kod� � Viewed: 7/22/2021 1:57:08 PM Director of Capital Projects/City Engineer EcE9F266E4BB745F.. Signed: 7/22/2021 1:57:25 PM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 7/22/2021 1:57:08 PM ID:3cfea260-6c82-459a-8bc4-9beb79238d94 Cheyenne Defee Sent: 7/22/2021 1:57:29 PM cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/21/2021 1:04:25 PM ID: 51 d 1 a73f-961 c-4c48-b58a-ae 1397dd508f In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp 343 Carbon Copy Events Status Timestamp Cheyenne Defee� Sent: 7/21/2021 6:43:57 PM cheyenne.defee@cityofdenton.com ED Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kyle Pedigo kyle.pedigo@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/22/2021 12:24:16 PM ID:d07b7b72-5707-4a0c-a3d2-d103c649d426 Carol Roberts Carol.Roberts@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/21/2021 6:43:33 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 344 Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Kyle Pedigo, Rob Mallon, Rebecca Diviney, Rosa Rios, Kyle Pedigo 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. 345 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, 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. 346 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. 347 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1557, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the expenditure of funds in the amount of $70,553.00 to the Texas Department of Transportation (TxDOT) in addition to the previously authorized amount of $29,562.00, for the improvement of traffic signals and pedestrian facilities at the intersections of Loop 288 at Kings Row, Loop 288 at US 380, and Loop 288 at E. McKinney Street. City of Denton Page 1 of 1 Printed on 8/6/2021 powered by Legistar' 348 _� -1 4_', DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects DCM: David Gaines DATE: August 10, 2021 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the expenditure of funds in the amount of $70,553.00 to the Texas Department of Transportation (TxDOT) in addition to the previously authorized amount of $29,562.00, for the improvement of traffic signals and pedestrian facilities at the intersections of Loop 288 at Kings Row, Loop 288 at US 380, and Loop 288 at E. McKinney Street. BACKGROUND In August of 2018, the City of Denton submitted and was awarded funding for the proposed safety projects in TxDOT's 2018 HSIP. These projects proposed improvements to the traffic signals and pedestrian facilities at Loop 288 at Kings Row, Loop 288 at US 380, and Loop 288 at E. McKinney St. All the three projects selected are considered `on -system' projects by TxDOT and, according to the HSIP funding guidelines, construction is fully funded by the state with the local government responsible for design and any associated cost overruns. The 2018 estimated cost of these three projects was approximately $609,749.00, of which the City's contribution would total $29,562.00 for plan review and design costs of $88,250.00, or approximately 17% of the total project cost (see table below). The City paid this amount in December of 2020 (Ordinance 20-2134 and pursuant to City contract numbers 6590-069, 6590- 071, and 6590-072). According to the executed funding agreement, the City is responsible for any cost overruns associated with `on -system' projects encountered in the bidding process. Staff entered into a professional services agreement with Lee Engineering to design the improvements for the 2018 HSIP Project. During the design phase, minor modifications to the project scope were deemed necessary, mostly at the Loop 288 and Kings Row intersection. The scope at this intersection was slightly modified with minor upgrades to the electronics such as 349 signal heads, a pedestrian crossing, and cost adjustments for inflation resulting in an additional $70,553.00 cost to the City. All three of the locations were selected by TxDOT to advertise to select a construction contractor in 2021. When the projects were bid in April 2021, the changes described above resulted in a new total cost estimate for all three projects of $703,613.00. This brings the City's revised total to $123,426.00, representing 18% of the total project cost (see table below). 2018 Estimates TxDOT Total $580,187.00 $29,562.00 (Plan Review) Loop 288 Intersections $88,250.00 (Design) $697,999.00 (Kings Row, US 380 & E. McKinney) TxDOT Loop 288 Intersections $580,187.00 (Kings Row, US 380 & E. McKinney) Difference (Overruns) 2021 Bid Results city Total $29,562.00 (Plan Review) $88,250.00 (Design) $697,999.00 $1 Staff has reviewed the proposed changes and agrees that they are warranted. With the revised City investment, the overall match of City funds to TxDOT funds is still 3:1. If the additional expenditures are approved, TxDOT will award the contract and construction will begin in summer of 2021, with project completion by quarter three of calendar year 2022. OPTIONS 1. Approve the expenditure, allowing for the project to be constructed 2. Deny the expenditure, the project will not be constructed STAFF RECOMMENDATION Staff recommends council approve the additional expenditure in the amount of $70,553.00 so that the proposed safety improvements can be made to the traffic signals and pedestrian facilities on at the intersections of Loop 288 at Kings Row, Loop 288 at US 380, and Loop 288 at E. McKinney Street. ESTIMATED SCHEDULE OF PROJECT TxDOT's projected project schedule is 180 to 240 days from issuance of notice to proceed. FISCAL INFORMATION This will be funded through Traffic Safety Fund account in the amount of $70,553.00. 350 EXHIBITS 1. Exhibit 1 — Agenda Information Sheet 2. Exhibit 2 — Ordinance for HSIP Loop 288 3. Exhibit 3 - Final AFA 2250-01-028 and 2250-02-019 Denton 4. Exhibit 4 — Ordinance 20-2134 (December 1, 2020) Respectfully submitted: Rebecca Diviney, P.E. 940-349-8461 Director of Capital Projects/City Engineer For information concerning this acquisition, contact: Chandrakanth Muruganandham, 940-349- 8402. Legal point of contact: Trey Lansford at 940-349-8333. 351 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE EXPENDITURE OF FUNDS IN THE AMOUNT OF $70,553.00 TO THE TEXAS DEPARTMENT OF TRANSPORTATION (TXDOT) IN ADDITION TO THE PREVIOUSLY AUTHORIZED AMOUNT OF $29,562.00, FOR THE IMPROVEMENT OF TRAFFIC SIGNALS AND PEDESTRIAN FACILITIES AT THE INTERSECTIONS OF LOOP 288 AT KINGS ROW, LOOP 288 AT US 380, AND LOOP 288 AT E. MCKINNEY STREET. WHEREAS, the Texas Department of Transportation ("TxDOT") owns and maintains on -system roadways, including Loop 288 and US 380; and WHEREAS, TxDOT is funding the construction cost of traffic signal upgrades at the intersections of Loop 288 at Kings Row, Loop 288 at US 380, and Loop 288 at E. McKinney Street as part of the Highway Safety Improvement Program ("HSIP") funding (the "Project"); and WHEREAS, pursuant to the authority granted in Ordinance No. 18-331, the City previously entered into three separate agreements for engineering related professional services, one for each intersection of the Project, City -contract numbers 6590-069, 6590-071, and 6590- 072, respectively, totaling $88,250.00; and WHEREAS, through Ordinance No. 20-2134, Council approved an Advanced Funding Agreement ("AFA") with TxDOT for the Project on December 1, 2020, with the City's estimated contribution amount of $29,562.00, which anticipated a May 2021 letting date; and WHEREAS, pursuant to Section 4.E of the AFA, City of Denton is responsible for any and all cost overruns associated with the Project; and WHEREAS, TxDOT bid the project in May of 2021, which included a modified project scope with minor upgrades to the electronics, pedestrian crossings, and cost adjustments for inflation, resulting in an additional $70,553.00 being owed by the City of Denton to TxDOT; and WHEREAS, the additional cost of this Project will bring the City's total investment to $188,365.00, representing 25% of the total project cost; and WHEREAS, the City Council, having considered the AFA entered into with TxDOT and the importance of the Project to the public interest and safety, desires to approve the additional expenditure for the cost overrun; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true and as if fully set forth in the body of this ordinance. 352 SECTION 2. In compliance with the AFA, the Interim City Manager, or her designee, is authorized to expend additional funds in the amount of seventy thousand, five hundred fifty-three and no/100 dollars ($70,553.00) for the additional work on the Project. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by , the ordinance was passed and approved by the following vote - 1: Ave Nay Abstain Absent Gerard Hudspeth, Mayor: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place b: PASSED AND APPROVED this the day of , 2021. Gerard Hudspeth, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY IN APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY By: 2 353 DocuSign Envelope ID: D8679D26-E1 E1-4DEB-A412-9F23C864EADF ,Texas Department of Transportation 4777 EAST HIGHWAY 80 i MESQUITE, TEXAS 75150-6643 i (214) 320-6100 i WWW.TXDOT.GOV May 10, 2021 Contract CSJ: 0135-02-063 Lp 288 CSJ's: 2250-01-028 & 2250-02-019 Traffic Signal Improvements City of Denton Denton County Ms. Rebecca P. Diviney, P.E. Director of Capital Projects / City Engineer 901-A Texas St. Denton, TX 76209 Dear Ms. Diviney: Attached is a copy of the bids received for the above traffic signal safety improvement project along with a spreadsheet showing the City's financial commitment to the project. The City's additional cost will be $70,553. Please submit a check to TxDOT for this amount by June 7, 2021 and a Concurrence for Award letter to us by May 24, 2021. For further information, please contact Mr. Alan McNeil, P.E. at (214) 320-6151. Your cooperation in completing this project is greatly appreciated. Sincerely, DocuSigned by: Ce. zay a. 1", PE 5E35BCSC75194E5— Christopher Blain, P.E. District Transportation Operations Engineer Attachments cc: TF Traffic Design Jeff Bush, Director of Operations Cortez / Baker, Traffic Engineering Brandi Bush, Traffic Construction Charla Green, District ATP OUR VALUES: People • Accountability • Trust • Honesty OUR MISSION: Connecting You With Texas An Equal Opportunity Employer 354 ORDINANCE No. 20-2134 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AND DELIVER AN ADVANCE FUNDING AGREEMENT FOR A HIGHWAY SAFETY IMPROVEMENT ON -SYSTEM PROJECT, BETWEEN THE CITY OF DENTON AND THE TEXAS DEPARTMENT OF TRANSPORTATION ("TXDOT"), REGARDING TXDOT' S REQUEST FOR REIMBURSEMENT IN THE AMOUNT OF $29,562.00 FOR PLAN REVIEW COSTS RELATED TO THE IMPROVEMENT OF TRAFFIC SIGNALS AND PEDESTRIAN FACILITIES ALONG LOOP 288 AT KINGS ROW, US 380, AND MCKINNEY STREET; CONFIRMING AND RATIFYING PRIOR EXPENSES; AUTHORIZING THE EXPENDITURE OF ADDITIONAL FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Texas Department of Transportation ("TxDOT") owns and maintains on - system roadways, including Loop 288 and US 380; and WHEREAS, the City of Denton ("City") desired to upgrade the traffic signals and pedestrian facilities at the intersections of Loop 288 at US 380, Loop 288 at Kings Row, and Loop 288 at McKinney Streets (the "Project"); and WHEREAS, the City has previously entered into three separate agreements for engineering related professional services, pursuant to the authority granted in Ordinance 18-331; one for each intersection of the Project, City -contract numbers 6590-069, 6590-071m and 6590-072, respectively, totaling $88,250.00; and WHEREAS, TxDOT is willing to fund the construction costs for the Project as part of the Highway Safety Improvement Program ("HSIP") funding upon City agreement to provide the engineering plans and reimburse TxDOT's plan review costs in the amount of $29,562.00; and WHEREAS, the State and City wish to cooperate in the construction of the Project; and WHEREAS, the City desires that equipment be provided that is compatible with standard signal operation and/or existing City equipment; and WHEREAS, the State is authorized to enter into an agreement with the City for the Project pursuant to Transportation Code § 221.002 and have prepared the attached Advance Funding Agreement for an On -System Highway Safety Improvement (the "Agreement"); and WHEREAS, the City Council, having considered the Agreement that is required by TxDOT and considering the importance of meeting the letting date of May 2021, is of the opinion that it should approve the above -referenced Agreement by and between the City and TxDOT; NOW, THEREFORE, 355 THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true and as if fully set forth in the body of this ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute and deliver on behalf of the City and Citizens of Denton the Agreement, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, or a substantially similar agreement as may be required by TxDOT. SECTION 3. The expenditure of funds for engineering services, previously executed pursuant to Ordinance No. 18-331 and itemized above, totaling $88,250.00 and intended to be part of the City's contribution under the Agreement as more fully detailed in Attachment C to the Agreement, are hereby confirmed and ratified. SECTION 4. The City Manager, or his designee, is further authorized to carry out all duties and obligations to be performed by the City under the Agreement, including, but not limited to, the expenditure of the additional funds contemplated therein. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by Yow me. 1 i-Z..cc and seconded by A e e,l�4 'b V,' cA q S , the ordinance was passed and approved by the following vote [ - C>]: Aver Abstain Absent Chris Watts, Mayor: Birdia Johnson, District 1: v--- Keely / Keely G. Briggs, District 2: ./' Jesse Davis, District 3: ✓ John Ryan, District 4: V -1 - Deb Armintor, At Large Place 5: ✓' Paul Meltzer, At Large Place 6: V111 - PASSED PASSED AND APPROVED this the 1s} day of n 2020. CHRIS W TTS, MAYOR f By: Interim Mayor Pro Tem Jesse Davis 2 356 ATTEST: ROSA RIOS, CITY SECRETARY BY: � e T1G�w't'C7�t'-! SGC�CrTMat � �� APPRO(ED S TO LEGAL FORM: AARON , CITY ATTORNEY By-7Zf 0 357 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton STATE OF TEXAS § COUNTY OF TRAVIS § Federal Highway Administration: CFDA No. 20.205 CFDA Title Highway Planning and Construction AFA Not Used For Research & Development ADVANCE FUNDING AGREEMENT For Highway Safety Improvement Project On -System THIS AGREEMENT (Agreement) is made by and between the State of Texas, acting by and through the Texas Department of Transportation called the "State", and the City of Denton, acting by and through its duly authorized officials, called the "Local Government". The State and Local Government shall be collectively referred to as "the parties" hereinafter. WITNESSETH WHEREAS, federal law establishes federally funded programs for transportation improvements to implement its public purposes, and WHEREAS, the Texas Transportation Code, Section 201.103 establishes that the State shall design, construct and operate a system of highways in cooperation with local governments, and Section 222.052 authorizes the Texas Transportation Commission to accept contributions from political subdivisions for development and construction of public roads and the state highway system within the political subdivision, and WHEREAS, federal and state laws require local governments to meet certain contract standards relating to the management and administration of State and federal funds, and WHEREAS, the Texas Transportation Commission has codified 43 TAC, Rules 15.50-15.56 that describe federal, state, and local responsibilities for cost participation in highway improvement and other transportation projects, and WHEREAS, the Texas Transportation Commission passed Minute Order Number 115291 authorizing the State to undertake and complete a highway improvement or other transportation project generally described as Traffic Signal Improvements. The portion of the project work covered by this Agreement is identified in the Agreement, Article 3, Scope of Work (Project), and WHEREAS, the Governing Body of the Local Government has approved entering into this Agreement by resolution, ordinance, or commissioners court order dated {Enter Date of Resolution}, which is attached to and made a part of this Agreement as Attachment A, Resolution, Ordinance, or Commissioners Court Order (Attachment A). A map showing the Project location appears in Attachment B, Location Map Showing Project (Attachment B), which is attached to and made a part of this Agreement. Page 1 of 15 AFA LongGen Rev 07/17/2019 358 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project lame Various locations on SL 288 in Denton Federal Highway Administration: CFDA No. 20.205 CFDA Title Highway Planning and Construction AFA Not Used For Research & Development NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties, to be by them respectively kept and performed as set forth in this Agreement, it is agreed as follows: AGREEMENT 1. Responsible Parties: For the Project covered by this Agreement, the parties shall be responsible for the following work as stated in the article of the Agreement referenced in the table below: 1 NIA Utilities Article 8 2. N/A Environmental Assessment and Mitigation Article 9 3. Local Government Architectural and Engineering Services Article 11 4. State Construction Responsibilities Article 12 5. N/A Right of Way and Real Property Article 14 2. Period of the Agreement This Agreement becomes effective when signed by the last party whose signing makes the Agreement fully executed. This Agreement shall remain in effect until the Project is completed or unless terminated as provided below. 3. Scope of Work The scope of work for the Project consists of traffic signal improvements to existing signals on SL 288 from South of US 377 to E. McKinney St. and SL 288 from King Row to South of US 377. 4. Project Sources and Uses of Funds The total estimated cost of the Project is shown in Attachment C, Project Budget (Attachment C) which is attached to and made a part of this Agreement. A. If the Local Government will perform any work under this Agreement for which reimbursement will be provided by or through the State, the Local Government must complete training. If federal funds are being used, the training must be completed before federal spending authority is obligated. Training is complete when at least one individual who is working actively and directly on the Project successfully completes and receives a certificate for the course entitled "Local Government Project Procedures and Qualification for the Texas Department of Transportation" and retains qualification in accordance with applicable TxDOT procedures. Upon request, the Local Government shall provide the certificate of qualification to the State. The individual who receives the training certificate may be an employee of the Local Government or an employee of a firm that has been contracted by the Local Government to perform oversight of the Project. The State in its discretion may deny reimbursement if the Page 2 of 15 AFA LongGen Rev 07/17/2019 359 TxDOT: Csi # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton Federal Highway Administration: I CFDA No. 1 20.205 CFDA Title I Highway Planning and Construction AFA Not Used For Research & Development Local Government has not continuously designated in writing a qualified individual to work actively on or to directly oversee the Project. B. The expected cash contributions from the federal government, the State, the Local Government, or other parties are shown in Attachment C. The State will pay for only those Project costs that have been approved by the Texas Transportation Commission. For projects with federal funds, the State and the federal government will not reimburse the Local Government for any work performed before the federal spending authority is formally obligated to the Project by the Federal Highway Administration (FHWA). After federal funds have been obligated, the State will send to the Local Government a copy of the formal documentation showing the obligation of funds including federal award information. The Local Government is responsible for 100% of the cost of any work performed under its direction or control before the federal spending authority is formally obligated. C. Attachment C shows, by major cost categories, the cost estimates and the party responsible for performing the work for each category. These categories may include but are not limited to: (1) costs of real property; (2) costs of utility work; (3) costs of environmental assessment and remediation; (4) cost of preliminary engineering and design; (5) cost of construction and construction management; and (6) any other local project costs. D. The State will be responsible for securing the federal and State share of the funding required for the development and construction of the local Project. If the Local Government is due funds for expenses incurred, these funds will be reimbursed to the Local Government on a cost basis. E. The Local Government will be responsible for all non-federal or non -State participation costs associated with the Project, unless otherwise provided for in this Agreement or approved otherwise in an amendment to this Agreement. For items of work subject to specified percentage funding, the Local Government shall only in those instances be responsible for all Project costs that are greater than the maximum State and federal participation specified in Attachment C and for overruns in excess of the amount specified in Attachment C to be paid by the Local Government. F. The budget in Attachment C will clearly state all items subject to fixed price funding, specified percentage funding, and the periodic payment schedule, when periodic payments have been approved by the State. G. When the Local Government bears the responsibility for paying cost overruns, the Local Government shall make payment to the State within thirty (30) days from the receipt of the State's written notification of additional funds being due. H. When fixed price funding is used, the Local Government is responsible for the fixed price amount specified in Attachment C. Fixed prices are not subject to adjustment unless (1) differing site conditions are encountered; (2) further definition of the Local Government's requested scope of work identifies greatly differing costs from those estimated; (3) work requested by the Local Government is determined to be ineligible for federal participation; or (4) the adjustment is mutually agreed to by the State and the Local Government. I. Prior to the performance of any engineering review work by the State, the Local Government will pay to the State the amount specified in Attachment C. At a minimum, Page 3 of 15 AFA LongGen Rev 07/17/2019 360 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on 5L 288 in Denton Federal Highway Administration: I CFDA No. 1 20.205 1 CFDA Title I Highway Planning and Construction AFA Not Used For Research & Development this amount shall equal the Local Government's funding share for the estimated cost of preliminary engineering performed or reviewed by the State for the Project. At least sixty (60) days prior to the date set for receipt of the construction bids, the Local Government shall remit its remaining financial share for the State's estimated construction oversight and construction cost. J. The State will not execute the contract for the construction of the Project until the required funding has been made available by the Local Government in accordance with this Agreement. K. Whenever funds are paid by the Local Government to the State under this Agreement, the Local Government shall remit a check or warrant made payable to the "Texas Department of Transportation" or may use the State's Automated Clearing House (ACH) system for electronic transfer of funds in accordance with instructions provided by TxDOT's Finance Division. The funds shall be deposited and managed by the State and may only be applied by the State to the Project. L. The State will not pay interest on any funds provided by the Local Government. M. If a waiver for the collection of indirect costs for a service project has been granted under 43 TAC §15.56, the State will not charge the Local Government for the indirect costs the State incurs on the Project, unless this Agreement is terminated at the request of the Local Government prior to completion of the Project. N. If the Local Government is an Economically Disadvantaged County (EDC) and if the State has approved adjustments to the standard financing arrangement, this Agreement reflects those adjustments. O. Where the Local Government is authorized to perform services under this Agreement and be reimbursed by the State, the Local Government is authorized to submit requests for reimbursement by submitting the original of an itemized invoice, in a form and containing all items required by the State, no more frequently than monthly and no later than ninety (90) days after costs are incurred. If the Local Government submits invoices more than ninety (90) days after the costs are incurred and if federal funding is reduced as a result, the State shall have no responsibility to reimburse the Local Government for those costs. P. Upon completion of the Project, the State will perform a final accounting of the Project costs for all items of work with specified percentage funding. Any funds due by the Local Government, the State, or the federal government for these work items will be promptly paid by the owing party. Q. The state auditor may conduct an audit or investigation of any entity receiving funds from the State directly under this Agreement or indirectly through a subcontract under this Agreement. Acceptance of funds directly under this Agreement or indirectly through a subcontract under this Agreement acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. R. Payment under this Agreement beyond the end of the current fiscal biennium is subject to availability of appropriated funds. If funds are not appropriated, this Agreement shall be terminated immediately with no liability to either party. Page 4 of 15 AFA LongGen Rev 07/17/2019 361 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton Federal Highway Administration: CFDA No. 20.205 CFDA Title Highway Planning and Construction AFA Not Used For Research & Development 5. Termination of This Agreement This Agreement shall remain in effect until the Project is completed and accepted by all parties, unless: A. The Agreement is terminated in writing with the mutual consent of the parties; B. The Agreement is terminated by one party because of a breach, in which case any costs incurred because of the breach shall be paid by the breaching party; C. The Local Government elects not to provide funding after the completion of preliminary engineering, specifications, and estimates (PS&E) and the Project does not proceed because of insufficient funds, in which case the Local Government agrees to reimburse the State for its reasonable actual costs incurred during the Project; or D. The Agreement is terminated by the State because the parties are not able to execute a mutually agreeable amendment when the costs for Local Government requested items increase significantly due to differing site conditions, determination that Local government requested work is ineligible for federal or state cost participation, or a more thorough definition of the Local Government's proposed work scope identifies greatly differing costs from those estimated. The State will reimburse Local Government remaining funds to the Local Government within ninety (90) days of termination; or E. The Project is inactive for thirty-six (36) consecutive months or longer and no expenditures have been charged against federal funds, in which case the State may in its discretion terminate this Agreement. 6. Amendments Amendments to this Agreement due to changes in the character of the work, terms of the Agreement, or responsibilities of the parties relating to the Project may be enacted through a mutually agreed upon, written amendment. 7. Remedies This Agreement shall not be considered as specifying the exclusive remedy for any agreement default, but all remedies existing at law and in equity may be availed of by either party to this Agreement and shall be cumulative. 8. Uti lities The party named in Article 1, Responsible Parties, under AGREEMENT shall be responsible for the adjustment, removal, or relocation of utility facilities in accordance with applicable state laws, regulations, rules, policies, and procedures, including any cost to the State of a delay resulting from the Local Government's failure to ensure that utility facilities are adjusted, removed, or relocated before the scheduled beginning of construction. The Local Government will not be reimbursed with federal or State funds for the cost of required utility work. The Local Government must obtain advance approval for any variance from established procedures. Before a construction contract is let, the Local Government shall provide, at the State's request, a certification stating that the Local Government has completed the adjustment of all utilities that must be adjusted before construction is commenced. Page 5 of 15 AFA LongGen Rev 07/17/2019 362 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton Federal Highway Administration: I CFDA No. 1 20.205 1 CFDA Title I Highway Planning and Construction AFA Not Used For Research & Development 9. Environmental Assessment and Mitigation Development of a transportation project must comply with the National Environmental Policy Act and the National Historic Preservation Act of 1966, which require environmental clearance of federal -aid projects. The party named in Article 1, Responsible Parties, under AGREEMENT is responsible for the following: A. The identification and assessment of any environmental problems associated with the development of a local project governed by this Agreement. B. The cost of any environmental problem's mitigation and remediation. C. Providing any public meetings or public hearings required for the environmental assessment process. Public hearings will not be held prior to the approval of the Project schematic. D. The preparation of the NEPA documents required for the environmental clearance of this Project. If the Local Government is responsible for the environmental assessment and mitigation, before the advertisement for bids, the Local Government shall provide to the State written documentation from the appropriate regulatory agency or agencies that all environmental clearances have been obtained. 10. Compliance with Accessibility Standards All parties to this Agreement shall ensure that the plans for and the construction of all projects subject to this Agreement are in compliance with standards issued or approved by the Texas Department of Licensing and Regulation (TDLR) as meeting or consistent with minimum accessibility requirements of the Americans with Disabilities Act (P. L. 101-336) (ADA). 11. Architectural and Engineering Services The party named in Article 1, Responsible Parties, under AGREEMENT has responsibility for the performance of architectural and engineering services. The engineering plans shall be developed in accordance with the applicable State's Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges and the special specifications and special provisions related to it. For projects on the State highway system, the design shall, at a minimum conform to applicable State manuals. For projects not on the State highway system, the design shall, at a minimum, conform to applicable American Association of State Highway and Transportation Officials (AASHTO) design standards. In procuring professional services, the parties to this Agreement must comply with federal requirements cited in 23 CFR Part 172 if the Project is federally funded and with Texas Government Code 2254, Subchapter A, in all cases. Professional contracts for federally funded projects must conform to federal requirements, specifically including the provision for participation by Disadvantaged Business Enterprises (DBEs), ADA, and environmental matters. If the Local Government is the responsible party, the Local Government shall submit its procurement selection process for prior approval by the State. All professional services contracts must be reviewed and approved by the State prior to execution by the Local Government. Page 6 of 15 AFA LongGen Rev 07/17/2019 363 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton Federal Highway Administration: CFDA No. 20.205 CFDA Title Highway Planning and Construction AFA Not Used For Research & Development 12. Construction Responsibilities The party named in Article 1, Responsible Parties, under AGREEMENT is responsible for the following: A. Advertise for construction bids, issue bid proposals, receive and tabulate the bids, and award and administer the contract for construction of the Project. Administration of the contract includes the responsibility for construction engineering and for issuance of any change orders, supplemental agreements, amendments, or additional work orders that may become necessary subsequent to the award of the construction contract. In order to ensure federal funding eligibility, projects must be authorized by the State prior to advertising for construction. B. If the State is the responsible party, the State will use its approved contract letting and award procedures to let and award the construction contract. C. If the Local Government is the responsible party, the Local Government shall submit its contract letting and award procedures to the State for review and approval prior to letting. D. If the Local Government is the responsible party, the State must concur with the low bidder selection before the Local Government can enter into a contract with the vendor. E. If the Local Government is the responsible party, the State must review and approve change orders. F. Upon completion of the Project, the party responsible for constructing the Project will issue and sign a "Notification of Completion" acknowledging the Project's construction completion and submit certification(s) sealed by a professional engineer(s) licensed in the State of Texas. G. For federally funded contracts, the parties to this Agreement will comply with federal construction requirements cited in 23 CFR Part 635 and with requirements cited in 23 CFR Part 633, and shall include the latest version of Form "FHWA-1273" in the contract bidding documents. If force account work will be performed, a finding of cost effectiveness shall be made in compliance with 23 CFR 635, Subpart B. 13. Project Maintenance The Local Government shall be responsible for maintenance of locally owned roads and locally owned facilities after completion of the work. The State shall be responsible for maintenance of the State highway system after completion of the work if the work was on the State highway system, unless otherwise provided for in existing maintenance agreements with the Local Government. 14. Right of Way and Real Property The party named in Article 1, Responsible Parties, under AGREEMENT is responsible for the provision and acquisition of any needed right of way or real property. 15. Insurance If this Agreement authorizes the Local Government or its contractor to perform any work on State right of way, before beginning work, the entity performing the work shall provide the State with a fully executed copy of the State's Form 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified on the Certificate of Insurance for all Page 7 of 15 AFA LongGen Rev 07/17/2019 364 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton Federal Highway Administration: CFDA No. 1 20.205 1 CFDA Title I Highway Planning and Construction AFA Not Used For Research & Development persons and entities working on State right of way. This coverage shall be maintained until all work on the State right of way is complete. If coverage is not maintained, all work on State right of way shall cease immediately, and the State may recover damages and all costs of completing the work. 16. Notices All notices to either party shall be delivered personally or sent by certified or U.S. mail, postage prepaid, addressed to that party at the following address: Local Government: City of Denton ATTN: Brian Jahn 215 E. McKinney Street Denton, TX 76201 State: Texas Department of Transportation ATTN: Director of Contract Services 125 E. 11 th Street Austin, TX 78701 All notices shall be deemed given on the date delivered in person or deposited in the mail, unless otherwise provided by this Agreement. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that notices shall be delivered personally or by certified U.S. mail, and that request shall be carried out by the other party. 17. Legal Construction If one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions and this Agreement shall be construed as if it did not contain the invalid, illegal, or unenforceable provision. 18. Responsibilities of the Parties The State and the Local Government agree that neither party is an agent, servant, or employee of the other party, and each party agrees it is responsible for its individual acts and deeds as well as the acts and deeds of its contractors, employees, representatives, and agents. 19. Ownership of Documents Upon completion or termination of this Agreement, all documents prepared by the State shall remain the property of the State. All data and information prepared under this Agreement shall be made available to the State without restriction or limitation on their further use. All documents produced or approved or otherwise created by the Local Government shall be transmitted to the State, in the format directed by the State, on a monthly basis or as required by the State. The originals shall remain the property of the Local Government. . Page 8 of 15 AFA LongGen Rev 07/17/2019 365 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton Federal Highway Administration: I CFDA No. 1 20.205 1 CFDA Title I Highway Planning and Construction AFA Not Used For Research & Development 20. Compliance with Laws The parties to this Agreement shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of this Agreement. When required, the Local Government shall furnish the State with satisfactory proof of this compliance. 21. Sole Agreement This Agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings or written or oral agreements respecting the Agreement's subject matter. 22. Cost Principles In order to be reimbursed with federal funds, the parties shall comply with the cost principles established in 2 CFR 200 that specify that all reimbursed costs are allowable, reasonable, and allocable to the Project. 23. Procurement and Property Management Standards The parties to this Agreement shall adhere to the procurement and property management standards established in 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, and to the Texas Uniform Grant Management Standards. The State must pre -approve the Local Government's procurement procedures for purchases to be eligible for state or federal funds. 24. Inspection of Books and Records The parties to this Agreement shall maintain all books, documents, papers, accounting records, and other documentation relating to costs incurred under this Agreement and shall make such materials available to the State, the Local Government, and, if federally funded, the FHWA and the U.S. Office of the Inspector General or their duly authorized representatives for review and inspection at its office during the Agreement period and for seven (7) years from the date of final reimbursement by FHWA under this Agreement or until any impending litigation or claims are resolved. Additionally, the State, the Local Government, and the FHWA and their duly authorized representatives shall have access to all the governmental records that are directly applicable to this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions. 25. Civil Rights Compliance The parties to this Agreement are responsible for the following: A. Compliance with Regulations: Both parties will comply with the Acts and the Regulations relative to Nondiscrimination in Federally -assisted programs of the U.S. Department of Transportation (USDOT), the Federal Highway Administration (FHWA), as they may be amended from time to time, which are herein incorporated by reference and made part of this Agreement. B. Nondiscrimination: The Local Government, with regard to the work performed by it during the Agreement, will not discriminate on the grounds of race, color, or national Page 9 of 15 AFA LongGen Rev 07/17/2019 366 TxDOT: Federal Highway Administration: CSJ # 2250-01-028, 2250-02-019 CFDA No. 20.205 District # 18/DAL CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name Various locations on SL 288 in AFA Not Used For Research & Development Denton origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Local Government will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Local Government of the Local Government's obligations under this Agreement and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports: The Local Government will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations or directives. Where any information required of the Local Government is in the exclusive possession of another who fails or refuses to furnish this information, the Local Government will so certify to the State or the FHWA, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of the Local Government's noncompliance with the Nondiscrimination provisions of this Agreement, the State will impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: 1. withholding of payments to the Local Government under the Agreement until the Local Government complies and/or 2. cancelling, terminating, or suspending of the Agreement, in whole or in part. F. Incorporation of Provisions: The Local Government will include the provisions of paragraphs (A) through (F) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Local Government will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Local Government becomes involved in, or is threatened with, litigation with a subcontractor or supplier because of such direction, the Local Government may request the State to enter into such litigation to protect the interests of the State. In addition, the Local Government may request the United States to enter into such litigation to protect the interests of the United States. 26. Pertinent Non -Discrimination Authorities During the performance of this Agreement, each party, for itself, its assignees, and successors in interest agree to comply with the following nondiscrimination statutes and authorities; including but not limited to: Page 10 of 15 AFA LongGen Rev 07/17/2019 367 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton Federal Highway Administration: CFDA No. 1 20.205 1 CFDA Title I Highway Planning and Construction AFA Not Used For Research & Development A. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (pro- hibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. B. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of federal or federal -aid programs and projects). C. Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits discrimination on the basis of sex). D. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27. E. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age). F. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex). G. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the federal -aid recipients, subrecipients and contractors, whether such programs or activities are federally funded or not). H. Titles II and III of the Americans with Disabilities Act, which prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38. I. The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex). J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations. K. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, the parties must take reasonable steps to ensure that LEP persons have meaningful access to the programs (70 Fed. Reg. at 74087 to 74100). L. Title IX of the Education Amendments of 1972, as amended, which prohibits the parties from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.). 27. Disadvantaged Business Enterprise (DBE) Program Requirements If federal funds are used: A. The parties shall comply with the Disadvantaged Business Enterprise Program requirements established in 49 CFR Part 26. Page 11 of 15 AFA LongGen Rev 07/17/2019 368 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton Federal Highway Administration: I CFDA No. 1 20.205 1 CFDA Title I Highway Planning and Construction AFA Not Used For Research & Development B. The Local Government shall adopt, in its totality, the State's federally approved DBE program. C. The Local Government shall incorporate into its contracts with subproviders an appropriate DBE goal consistent with the State's DBE guidelines and in consideration of the local market, project size, and nature of the goods or services to be acquired. The Local Government shall submit its proposed scope of services and quantity estimates to the State to allow the State to establish a DBE goal for each Local Government contract with a subprovider. The Local Government shall be responsible for documenting its actions. D. The Local Government shall follow all other parts of the State's DBE program referenced in TxDOT Form 2395, Memorandum of Understanding Regarding the Adoption of the Texas Department of Transportation's Federally -Approved Disadvantaged Business Enterprise by Entity, and attachments found at web address http://ftp.dot.state.tx.us/pub/txdot-info/bop/dbe/mou/mou attachments.pdf. E. The Local Government shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT) - assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. The Local Government shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and administration of DOT -assisted contracts. The State's DBE program, as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this Agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this Agreement. Upon notification to the Local Government of its failure to carry out its approved program, the State may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). F. Each contract the Local Government signs with a contractor (and each subcontract the prime contractor signs with a sub -contractor) must include the following assurance: The contractor, sub -recipient, or sub -contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the recipient deems appropriate. 28. Debarment Certifications If federal funds are used, the parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, "Debarment and Suspension." By executing this Agreement, the Local Government certifies that it and its principals are not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549 and further certifies that it will not do business with any party, to include principals, that is currently debarred, suspended, or Page 12 of 15 AFA LongGen Rev 07/17/2019 369 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton Federal Highway Administration: I CFDA No. 1 20.205 1 CFDA Title I Highway Planning and Construction AFA Not Used For Research & Development otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this Agreement shall require any party to a subcontract or purchase order awarded under this Agreement to certify its eligibility to receive federal funds and, when requested by the State, to furnish a copy of the certification. If state funds are used, the parties are prohibited from making any award to any party that is debarred under the Texas Administrative Code, Title 34, Part 1, Chapter 20, Subchapter G, Rule §20.585 and the Texas Administrative Code, Title 43, Part 1, Chapter 9, Subchapter G. 29. Lobbying Certification If federal funds are used, in executing this Agreement, each signatory certifies to the best of that signatory's knowledge and belief, that: A. No federal appropriated funds have been paid or will be paid by or on behalf of the parties to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. B. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with federal contracts, grants, loans, or cooperative agreements, the signatory for the Local Government shall complete and submit the Federal Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. C. The parties shall require that the language of this certification shall be included in the award documents for all sub -awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and all sub -recipients shall certify and disclose accordingly. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Title 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 30. Federal Funding Accountability and Transparency Act Requirements If federal funds are used, the following requirements apply: A. Any recipient of funds under this Agreement agrees to comply with the Federal Funding Accountability and Transparency Act (FFATA) and implementing regulations at 2 CFR Part 170, including Appendix A. This Agreement is subject to the following award terms: http://www.gpo.gov/fdsys/pkq/FR-2010-09-14/pdf/2010-22705.pdf and http://www.qpo.gov/fdsys/pkq/FR-2010-09-14/pdf/2010-22706.pd . B. The Local Government agrees that it shall: 1. Obtain and provide to the State a System for Award Management (SAM) number (Federal Acquisition Regulation, Part 4, Sub -part 4.11) if this award provides more Page 13 of 15 AFA LongGen Rev 07/17/2019 370 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton Federal Highway Administration: I CFDA No. 1 20.205 1 CFDA Title I Highway Planning and Construction AFA Not Used For Research & Development than $25,000 in federal funding. The SAM number may be obtained by visiting the SAM website whose address is: https://www.sam.gov/portal/public/SAM/ 2. Obtain and provide to the State a Data Universal Numbering System (DUNS) number, a unique nine -character number that allows federal government to track the distribution of federal money. The DUNS may be requested free of charge for all businesses and entities required to do so by visiting the Dun & Bradstreet (D&B) on-line registration website http://fedgov.dnb.com/webform; and 3. Report the total compensation and names of its top five executives to the State if: i. More than 80% of annual gross revenues are from the federal government, and those revenues are greater than $25,000,000; and ii. The compensation information is not already available through reporting to the U.S. Securities and Exchange Commission. 31. Single Audit Report If federal funds are used: A. The parties shall comply with the single audit report requirements stipulated in 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. B. If threshold expenditures of $750,000 or more are met during the fiscal year, the Local Government must submit a Single Audit Report and Management Letter (if applicable) to TxDOT's Compliance Division, 125 East 11th Street, Austin, TX 78701 or contact TxDOT's Compliance Division by email at singleaudits(d-txdot.gov. C. If expenditures are less than the threshold during the Local Government's fiscal year, the Local Government must submit a statement to TxDOT's Compliance Division as follows: 'We did not meet the $ expenditure threshold and therefore, are not required to have a single audit performed for FY " D. For each year the Project remains open for federal funding expenditures, the Local Government will be responsible for filing a report or statement as described above. The required annual filing shall extend throughout the life of the Agreement, unless otherwise amended or the Project has been formally closed out and no charges have been incurred within the current fiscal year. 32. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this Agreement on behalf of the entity represented. Page 14 of 15 AFA LongGen Rev 07/17/2019 371 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton Federal Highway Administration: CFDA No. 1 20.205 CFDA Title I Highway Planning and Construction AFA Not Used For Research & Development Each party is signing this Agreement on the date stated under that party's signature. THE STATE OF TEXAS THE LOCAL. GOVIE MENT Signature Signature Kenneth Stewart Typed or Printed Name Typed or Printed Title Date City Manager Typed or Printed Name Typed or Printed Title Date THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. 6Q;P_ Signature City Traffic Engineer Title _ Capital Projects—Traffic Department Date Signed: 11-13-20 Approved as to Form-, City Attorney Aaron Leal By-, Trey Lansford _ D F � �A Deputym City AttQey , ATTEST_ City Secretary By: R a Ri - sec ary Page 15 of 15 AFA LongGen Rev 07/17/2019 372 TxDOT: CSJ # 2254-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton AFA LongGen Federal Highway Administration: I CFDA No. 1 20.205 1 CFDA Title I Highway Planning and Construction AFA Not Used For Research & Development ATTACHMENT A RESOLUTION, ORDINACE, OR COMMISSIONERS COURT ORDER Page 1 of 1 Attachment A 373 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 18/DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton Federal Highway Administration: CFDA No. 20.205 CFDA Title I Highway Planning and Construction AFA Not Used For Research & Development ATTACHMENT B LOCATION MAP SHOWING PROJECT CSJ# 2250-01-028 SL 288 from South of US 377 to E. McKinney St. 95i L250-01-028 Signal Improvements tikes �`��1 r ggg tio:i Oc�ler 4+.,. rl�v Nar-d r 13 3 i. ~T I exas 37 Worlidn'G - R' � sx N — x v ` U rs�1 ss FMS -i.111 n � :s •. r Denton Wks 0 F_ McKinney St_ INTERSECTIONS: 1. N LOOP 288 at E. McKinney St. Page 1 of 2 AFA LongGen Attachment B 374 TxDOT: CSJ # 2250-01-028, 2250-02-019 District # 181DAL Code Chart 64 # 11400 Project Name Various locations on SL 288 in Denton Federal Highway Administration: CFDA No. 20.205 CFDA Title Highway Planning and Construction AFA Not Used For Research & Development ATTACHMENT B LOCATION MAP SHOWING PROJECT 2250-02-019 SL 288 from Kings Row to South of US 377 J '!��•J"iliinL �I11�'et�ll� a _ z a � Demon I Kings Row 288 3 INTERSECTIQNS: 1. N LOOP 288 NBFR AT US 377/380 (E UNIVERSITY DR) 2. N LOOP 288 SBFR AT US 377/380 (E UNIVERSITY DR) 3. N LOOP 288 AT KINGS ROW Page 2of2 AFA LongGen �tiFti• 2250-02-019 Signal Improvements L7 Attachment B 375 TxDOT: CSJ # District # Code Chart 64 # Project Name 2250-01-028, 2250-02-019 18/DAL 11400 Various locations on SL 288 in Denton Federal Highway Administration: CFDA No. 20.205 CFDA Title Highway Planning and Construction AFA Not Used For Research & Development ATTACHMENT C PROJECT BUDGET Costs will be allocated based on 90% Federal funding and 10% State funding until the federal funding reaches the maximum obligated amount. The Local Government will then be responsible for 100% of 44.....-4n Initial payment by the Local Government to the State: $14,781.00 Payment by the Local Government to the State before construction: $14,781.00 Total payment by the Local Government to the State: $29,562.00 This is an estimate. The final amount of Local Government participation will be based on actual costs. Page 1 of 1 AFA LongGen Attachment C 376 Total Federal Participation State Participation Local Participation Description Estimate Cost % Cost % Cost % Cost Engineering (by Local) $22,853.00 0% $0.00 0% $0 100% $22,853.00 2250-01-028 Engineering (by Local) $65,397.00 0% $0.00 0% $0 100% $65,397.00 2250-02-019 Construction (by State) $123,219.00 90% $110,897.00 10% $12,322.00 0% $0.00 2250-01-028 Construction (by State) $509,839.00 90% $458,855.00 10% $50,984.00 0% $0.00 Subtotal $721,308.00 $569,752.00 $63,306.00 $88,250.00 Direct State Costs — $3,695.25 0% $0.00 0% $0.00 100% $3,695.25 Environmental Direct State Costs — $3,695.25 0% $0.00 0% $0.00 100% $3,695.25 Engineering Direct State Costs — $3,695.25 0% $0.00 0% $0.00 100% $3,695.25 Right of Way Direct State Costs — $3,695.25 0% $0.00 0% $0.00 100% $3,695.25 Utility Direct State Costs — $14,781.00 0% $0.00 0% $0.00 100% $14,781.00 Construction Indirect Costs @ 4.52% $32,603.00 0% $0.00 100% $32,603.00 0% $0.00 Subtotal $62,165.00 $0.00 $32,603.00 $29,562.00 Total $783,473.00 $569,752.00 $95,909.00 $117,812.00 Initial payment by the Local Government to the State: $14,781.00 Payment by the Local Government to the State before construction: $14,781.00 Total payment by the Local Government to the State: $29,562.00 This is an estimate. The final amount of Local Government participation will be based on actual costs. Page 1 of 1 AFA LongGen Attachment C 376 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1580, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of a first amendment to a contract between the City of Denton and RSVP Services, Inc., amending the contract approved by City Council on April 3, 2018, in the not -to -exceed amount of $1,180,000.00, said first amendment to provide additional veterinary staffing services for the Animal Services Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6624 - providing for an additional first amendment expenditure amount not -to -exceed $150,000.00, with the total contract amount not - to -exceed $1,330,000.00). City of Denton Page 1 of 1 Printed on 8/6/2021 powered by Legistar' 377 DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: August 10, 2021 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of a first amendment to a contract between the City of Denton and RSVP Services, Inc., amending the contract approved by City Council on April 3, 2018, in the not -to -exceed amount of $1,180,000.00, said first amendment to provide additional veterinary staffing services for the Animal Services Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6624 — providing for an additional first amendment expenditure amount not -to -exceed $150,000.00, with the total contract amount not -to -exceed $1,330,000.00). INFORMATION/BACKGROUND The Linda McNatt Animal Care and Adoption Center (Center) has been open since February 2015. The 15,000 square foot building includes a veterinary surgical suite for spay and neutering procedures and general medical care for animals housed in the facility. This contract provides staffing for the veterinary suite and manages personnel aspects of a licensed Doctor of Veterinary Medicine (DVM) and two Certified Veterinary Technicians for a specific number of hours/shifts each week at the facility. In addition, this contract also provides unscheduled urgent care for animals coming into the facility outside of regular business hours and during hours when the in-house DVM is not on site. Since 2019, the City of Denton Animal Services Department has focused on its vision of increasing the live release rate for animals entering the Center. As a result, they have enhanced their level of medical care for animals being housed at the Center in addition to performing an average of 120 spay & neuter surgeries. As such, the live release rate has seen an increase from 89% to a 93% since 2019. This increase has been attributed to several factors however, one of the main factors is the quality medical treatment that animals are receiving from the onsite clinic. The Center has increased its shelter staffing to assist in handling the capacity of care that is needed for each animal however, the veterinarian clinic has not seen an increase in staffing even though their workload has been impacting by the level of care that is given to each animal. Furthermore, due to low clinic staffing levels, the two veterinarian technicians are having to work on average thirty (30) hours of overtime a month to help keep up with the demand. Through this contract amendment, staff is seeking to add a veterinary technician to the contract with RSVP Services, Inc. An additional veterinary technician will increase the bandwidth in which the veterinarian technicians have to treat animals who are housed in the shelter and animals who are currently in our foster care program. Moreover, it will alleviate the need for additional overtime hours from the clinic staff. 378 Animal Services reviewed alternatives before seeking additional funds to incorporate an additional technician into the clinic staff. These alternatives would have declined the level of care that they provide their animals. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 3, 2018, City Council approved a contract with RSVP Services, Inc., in the not -to -exceed amount of $1,180,000 (Ordinance 18-497). RECOMMENDATION Award Amendment No. 1 with RSVP Services, Inc., for additional veterinary staffing services for the Animal Services Department, in a not -to -exceed amount of $150,000, for a total amended contract amount of $1,330,000. PRINCIPAL PLACE OF BUSINESS RSVP Services, Inc. Denton, TX ESTIMATED SCHEDULE OF PROJECT This contract will expire on April 3, 2022. FISCAL INFORMATION These services will be funded from Animal Services Operating Funds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Contract Exhibit 3: Ordinance and Amendment Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Randi Weinberg, 940-349-7598. Legal point of contact: Marcella Lunn at 940-349-8333. 379 0 WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for services for Veterinary Services for the Linda McNatt Animal Care and Adoption Center for the City of Denton 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, tK41611JI112 [411 1K91 W N so I I K0304 N as I a R a owe] R 17.111 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 6624 RSVP Services, Inc. $1,180,000(the "Proposal") 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, 380 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 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 three (3) 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 6624 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated proposals, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASS SND A1'1'1 OVJl ;D this the day of m � , 201 , CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL ATTORNEY w BY: 381 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 I CITY OF DENTON Docusign City Council Transmittal Coversheet RFP 6624 File Name 6624 supply of veterinary services Purchasing Contact Robyn Forsyth City Council Target Date March 20, 2018 Contract Value $1,180,000 Piggy Back Option Yes Contract Expiration April 3, 2022 Ordinance 18-497 382 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 CONTRACT 6624 INDEPENDENT CONTRACTOR AGREEMENT FOR VETERINARY STAFFING SERVICES STATE OF TEXAS § COUNTY OF DENTON § April 3, 2018 THIS AGREEMENT is made and entered into as of the , by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "CITY" and RSVP Services, Inc., with its corporate office at 2701 Hartley Field Road, Denton, Texas 76208, hereinafter called "CONTRACTOR," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONTRACTOR The CITY hereby contracts with the CONTRACTOR, as an independent contractor, and the CONTRACTOR hereby agrees to perform the services herein in connection as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The CONTRACTOR is specially skilled and qualified to provide these services and desires to provide same under the terms and conditions set forth below. The parties have conducted negotiations and as a result of these negotiations agree that $9,828.00 per month, or $94.50 per hour is a just and reasonable fee for the performance or the services for a Texas Licensed Doctor of Veterinary Medicine, and $10,993.00 per month, or $31.71 per hour is a just and reasonable fee for the performance or the services for Two Experienced Veterinary Technician which are the subject of this contract. For and in consideration of the professional services to be performed by the CONTRACTOR herein, the City agrees to pay a total fee, including reimbursement for direct non -labor expenses, not to exceed $1,180,000 over the four (4) year period. CONTRACT# 6624 1 383 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 The fee(s) are to be paid to CONTRACTOR as services are rendered and invoiced per standard terms and conditions. Contract amount shall not exceed the total of purchase order(s) issued. The following requirements are stipulated below for the services: Texas Licensed Doctor of Veterinary Medicine ■ Three (3) shifts per week (M -W -F or T-Th-Sa Schedule) ■ up to 8 hours per shift, minimum 24 hours per week (not to exceed 156 shifts in a 365 day period) Two Experienced Veterinary Technicians ■ 40 hours per week, per Technician (not to exceed 2080 hours in a 365 day period) ■ Overtime rate after a regular 40 hour work week. During the term of the Agreement the CONTRACTOR shall bill and the City shall reimburse the CONTRACTOR for all reasonable and approved out-of-pocket expenses for which are incurred in connection with the performance of the duties hereunder. Notwithstanding the foregoing, expenses for the time spent by CONTRACTOR traveling to and from City facilities shall not be reimbursable. The CONTRACTOR and CITY acknowledge and agree that RSVP SERVICES. INC. Is and shall be deemed to be an independent contractor for the services provided under this Contract. Further, because RSVP SERVICES. INC. is an independent contractor, the parties agree: 1. The City will make no withholding for taxes of any type from the fee agreed upon in Article IV. All taxes, including, but not limited to Social Security, unemployment, FICA or other monies owned to any State, Local or Federal governmental entity, including applicable penalties and interest, are to be paid by Contractor and are solely the liability of same. In the event a claim is made against City for payment of taxes, penalties or interest for or on behalf of Contractor, Contractor agrees to indemnify and hold harmless City of such damages, including costs and expenses. 2. City will not provide workers' compensation for Contractor for services performed pursuant to this Contract. 3. This is a non-exclusive contract. Contractor is free to advertise and provide his/ her services to persons or entities other than the City. Further, City may use other contractors or its own employees to conduct the same services as Contractor. CONTRACT 6624 2 384 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 4. Any insurance the City may have for its facility described above is solely for the benefit of the City. The City shall not be liable for injuries to property or persons (including death) which are the result of the activities of the Contractor. Contractor agrees he/she shall be liable for injuries to himself/herself or others caused by his/her own negligence, omissions, malfeasance, or intentional conduct. When applicable, for the services provided, contractor shall provide insurance for the activity as provided in the policies of the contract instructors program. 5. The Contractor represents that there are no legal impediments to enter into this contract and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Further, the Contractor, in rendering [his or her] duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which [he or she] does not have a proprietary interest, or a right to use. 6. During the term of this agreement, the Contractor shall devote as much of [his or her] productive time, energy and abilities to the performance of [his or her] duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Contractor is expressly permitted to perform services for other parties while performing services for the City. 7. The Contractor shall not perform services for other parties, on or within City of Denton facilities. ARTICLE II SCOPE OF SERVICES The CONTRACTOR shall provide and perform the following services in a professional manner: Three (3) types of veterinary medicine services — 1. The Contractor will provide a specific individual, limited liability company (LLC), or corporation that can provide an in-house licensed doctor of veterinary medicine (DVM) to treat incoming animals to the City of Denton Animal Shelter. The DVM will be responsible for providing a full-time licensed, registered veterinary technician at the City of Denton Animal Shelter. 2. The Contractor will provide for a licensed DVM provider that can deliver unscheduled urgent care to animals coming into the City of Denton Animal Shelter requiring urgent care outside of regular business hours. The DVM shall be capable of providing unscheduled services on nights and weekends. CONTRACT 6624 3 385 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 3. The Contractor will provide a licensed DVM provider that can deliver unscheduled urgent care to animals coming into the City of Denton Animal Shelter during regular business hours when the in-house DVM is not on site. Item 1— In-house Licensed DVM Services • Individuals, LLCs, or corporations wishing to provide in-house licensed DVM services to the City of Denton Animal Shelter shall meet the following criteria: o They shall be able to provide a licensed doctor of veterinary medicine on site for a minimum of twenty-four (24) hours per week at a minimum of three (3) non-contiguous days. This will result in a schedule of Monday, Wednesday, and Friday; or, Tuesday, Thursday, and Saturday. o The DVM shall at their expense provide two DVM/Experienced Veterinary Technicians, on site a minimum of forty (40) hours per week and a minimum of five (5) consecutive days per week. o The provider shall be able to interface with the medical module of the City of Denton Animal Services ShelterPro software. o The provider will provide a DVM to participate in an advisory panel to assist with designing and modifying protocols for treating animals at the City of Denton Animal Shelter. o The provider will provide all insurance, licensing, and continuing education required for fulfilling this contract. The provider should be able to deliver the following services with the understanding that this list is not exhaustive and contingencies may arise: Dog Package • Spay or Neuter • Rabies Vaccination (if too young -appointment to return for vaccination) • Bordetella • DHLPP- or applicable vaccine • First treatment for fleas and ticks • First Month Heartworm Preventative • Heartworm Testing (when applicable) • First Treatment for Tape Worms, Hook worms, and Round worms • Pre -Surgical pain medication • Micro chip • Parvo Virus Test (when applicable -this should be done prior to the other medical work if the veterinarian believes the animal may be sick) Cat Package • Spay or Neuter • Rabies Vaccination (if too young- appointment to return for vaccination) CONTRACT 6624 4 386 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 • FDRT - or applicable vaccine • First treatment for fleas and ticks • First Treatment for Tape Worms, Hook worms, and Round worms • Treatment for Ear Mites • Micro Chip A list of other services that may be requested include but are not limited to the following: • Heartworm Treatment by weight • Dental/Cleaning/Teeth Pulling • Procedure for demodectic and sarcoptic mange treatment. • Treatment and medication for Kennel cough • Antibiotics for infection • Packing ears for ear infection • Ear Mite Medication and treatment The City will provide the surgical equipment necessary for the above aforementioned services that are expected to be performed. X -Ray equipment will not be provided by the City. X -Rays will be performed offsite at the contracted regular or after business hours urgent/emergency veterinary care services facilities (Items 2 and 3 of these specifications). Item 2- Veterinary Practices Consultation and Reporting Requirements 1. Identify the method and procedures for operating an independent sterilization and rabies vaccination program. Specifically, the contractor shall state their methodology or procedures related to: a. pre -surgical physical examinations to determine surgical qualification b. administering pre -surgery anesthetics C. surgical techniques d. post-operative recovery care and monitoring e. providing post-operative pain medication f. animal discharge care/complication instructions g. post-surgical inquires and/or complications related to sterilization surgery h. controlled drug control, inventory and record keeping 2. Identify what additional medical services are provided that may impact the sterilization of the animal. E.g. Umbilical hernias, neutering of male dogs and cats afflicted with Cryptorchidism, pregnant females, etc. 3. Identify the minimum sterilization age of an animal 4. Identify available financial resources and references that indicate consultants capability of performing services 5. Provide the number of dog and cat deaths by causes (e.g., anesthetic, hemorrhage, anaphylactic, etc.) 6. Provide statistics related to the number of dogs and cats sterilized and vaccinated for rabies CONTRACT 6624 5 387 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 7. Clarify it is your intent to have a doctor in place after surgery to determine complications, and offer post-operative care 8. Contractor shall provide an annual report within fifteen days after the end of the calendar year which includes the number of cats and dogs sterilized (by age group as specified by the City of Denton), number of animals treated for parvo virus, and number of animals treated for kennel cough. A. Working Paper and Rabies Vaccination Certificate Retention and Access to Working Papers and Rabies Certificates 1. All working papers or medical reports must be retained at the contractor's expense. In accordance with Section 169.29 (c) of the Texas Administrative Code Title 25 Part 1. 2. A copy of each rabies vaccination certificate shall be retained and readily retrievable for a period of not less than five years from the date of issuance. 3. The contractor will be required to make working papers or medical reports available to the city upon request. B. Full Shot Package: The full shot package is identified as in addition to the Rabies vaccination: Dog- DHLPP and Bordetella Cat- FVCRP and Fel/Aids Additional Contract Verbage • The Contractor will provide a licensed Doctor of Veterinary Medicine to treat sick or injured animals after 6p.m. every day of the week, on weekends, and during holidays. The Contractor will provide the after hours emergency Doctor of Veterinary Medicine at one of the many options that are available, all hours of the day, for any urgent needs. The list of multiple clinics is listed on Exhibit A. • The Contractor will provide urgent care Doctor of Veterinary Medicine during business hours at one of the clinics listed on Exhibit A. • They shall be able to provide all reasonable equipment (including x-ray equipment) needed to treat injured or sick animals. Item 3- Veterinary Practices Consultation and Reporting Requirements The CONTRACTOR and DVM/Experienced Veterinary Technician shall also deliver the following services with the understanding that this list is not exhaustive and contingencies may arise: A. Develop written methods and procedures for operating an independent sterilization and rabies vaccination program, with regards to: 1. Pre -surgical physical examinations to determine surgical qualification 2. administering pre -surgery anesthetics 3. surgical techniques CONTRACT 6624 6 388 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 4. post-operative recovery care and monitoring 5. providing post-operative pain medication 6. animal discharge care/complication instructions 7. post-surgical inquires and/or complications related to sterilization surgery 8. controlled drug control, inventory and record keeping B. Identify what additional medical services are provided that may impact the sterilization of the animal. E.g. Umbilical hernias, neutering of male dogs and cats afflicted with Cryptorchidism, pregnant females, etc. C. Identify the minimum sterilization age of an animal D. Provide the number of dog and cat deaths by causes (e.g., anesthetic, hemorrhage, anaphylactic, etc.) E. Provide statistics related to the number of dogs and cats sterilized and vaccinated for rabies F. Ensure a DVM provides oversight after surgery to determine complications, and offer post operative care. G. CONTRACTOR shall provide an annual report within fifteen days after the end of the calendar year which includes the number of cats and dogs sterilized (by age group as specified by the City of Denton), number of animals treated for parvo virus, and number of animals treated for kennel cough. H. Working Paper and Rabies Vaccination Certificate Retention and Access to Working Papers and Rabies Certificates 1. All working papers or medical reports must be retained at the CONTRACTOR's expense. In accordance with Section 169.29 (c) of the Texas Administrative Code Title 25 Part 1. 2. A copy of each rabies vaccination certificate shall be retained and readily retrievable for a period of not less than five years from the date of issuance. 3. The CONTRACTOR shall be required to make working papers or medical reports available to the city upon request. 4. The CITY shall provide the following: The City shall provide the surgical facility and equipment necessary for the above aforementioned services that are expected to be performed. The City shall supply all necessary disposable medical and surgical supplies. The CONTRACTOR shall supply his or her personal protective surgical clothing, i.e. scrubs, footwear, headwear, etc. CONTRACT 6624 7 389 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 X -Ray equipment shall not be provided by the City. X -Rays shall be performed offsite at the contracted regular or after business hours urgent/emergency veterinary care services facilities. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONTRACTOR, if authorized by the CITY, which are not included in the above-described Basic Services, are described as follows: A. During the course of the contract, as requested by CITY, the CONTRACTOR will be available to accompany CITY's personnel when meeting with the regulatory agencies. The CONTRACTOR will assist CITY's personnel on an as - needed basis in preparing reports, and providing general technical support for the CITY's compliance efforts. B. Assisting CITY in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement. Such services, if any, shall be furnished by CONTRACTOR on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. C. Assist with preparing applications and supporting documents for government grants, loans and providing data for detailed applications. D. Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties or proceedings arising from the performance of this contract. E. The CONTRACTOR may also provide a DVM that can deliver unscheduled urgent care to animals coming into the City of Denton Animal Shelter during or after regular business hours when the in-house DVM is not on site. The cost of this service shall be in addition to the requirements of this contract agreement, and defined on the Exhibit A price sheet. ARTICLE IV PERIOD OF SERVICE This Contract shall become effective upon execution of this Agreement by the City and the CONTRACTOR, and shall remain in effect March 26, 2019, an initial one (1) year period. The City and the Awarded Contractor shall have the option to renew this contract for an additional three (3) one-year periods. Materials and services undertaken pursuant to this solicitation will be required to commence within fourteen (14) days of delivery of a Notice to Proceed or issuance of a City of Denton Purchase Order. 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 CONTRACT 6624 8 390 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 the provision of the section titled "price adjustments", or the section(s) titled "termination" in Exhibit 2. 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. Time is of the essence in this Agreement. The services shall be accomplished per the Scope of Services as identified in Exhibit A. Renewal Periods: 1st Renewal 03/20/2019 thru 03/19/2020 2nd Renewal 03/20/2020 thru 03/19/2021 3rd Renewal 03/20/2021 thru 03/19/2022 The CONTRACTOR shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the CITY, acting through its City Manager or his designee. ARTICLE V COMPENSATION Compensation Terms: 1. "Subcontract Expense" is defined as expenses incurred by the CONTRACTOR in employment of others in outside firms for services. 2. "Direct Non -Labor Expense" is defined as that expense for any assignment incurred by the CONTRACTOR for supplies, transportation, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. Billing and Payment: For and in consideration of the professional services to be performed by the CONTRACTOR herein, the City agrees to pay a total fee, including reimbursement for direct non -labor expenses, not to exceed $1,180.000 over the four (4) year period. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. 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. CONTRACT 6624 9 391 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 Partial payments to the CONTRACTOR will be made on the basis of detailed bi-monthly statements rendered to and approved by the City through its City Manager or his designee; however, under no circumstances shall any bi-monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the City to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The City shall not be required to make any payments to the CONTRACTOR when the CONTRACTOR is in default under this Agreement. It is specifically understood and agreed that the CONTRACTOR shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the City for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the City. The CONTRACTOR shall not proceed to perform the services listed in Article VI "Additional Services," without obtaining prior written authorization from the City. ADDITIONAL SERVICES: For additional services authorized in writing by the City in Article VI hereinabove, the CONTRACTOR shall submit invoices for additional services and such invoices shall be due and payable upon submission by the CONTRACTOR with CONTRACTOR's regular bi-monthly statement as provided for hereinabove. Statements shall not be submitted more frequently than bi- monthly. PAYMENT: If the City fails to make payments due the CONTRACTOR for services and expenses within thirty (30) days after receipt of the CONTRACTOR's undisputed statement thereof, the amounts due the CONTRACTOR will be increased by the rate of one percent (1%) per month, from and after the said thirtieth (30th) day, and, in addition, the CONTRACTOR may, after giving seven (7) days written notice to the City, suspend services under this Agreement until the CONTRACTOR has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the City to pay the late charge of one percent (1%) set forth herein if the City reasonably determines that the work is unsatisfactory, in accordance with this Article VIII, "Compensation." ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONTRACTOR will exercise reasonable care and due diligence in discovering and promptly reporting to the CITY any defects or deficiencies in the work of the CONTRACTOR or any subcontractors or SUB -CONTRACTORS. CONTRACT 6624 10 392 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONTRACTOR (and CONTRACTOR's subcontractors or SUB-CONTRACTORs) pursuant to this Agreement are instruments of service, and shall become the property of the CITY upon the termination of this Agreement. The CONTRACTOR is entitled to retain copies of all such documents. ARTICLE VIII INDEPENDENT CONTRACTOR CONTRACTOR and City acknowledge and agree that RSVP Services. Inc. is and shall be deemed to be an independent contractor for the services he/she provides under this Contract. Further, because RSVP Services. Inc. is an independent contractor, the parties agree: 1. The City will make no withholding for taxes of any type from the fee agreed upon in Article IV. All taxes, including, but not limited to Social Security, unemployment, FICA or other monies owned to any State, Local or Federal governmental entity, including applicable penalties and interest, are to be paid by CONTRACTOR and are solely the liability of same. In the event a claim is made against City for payment of taxes, penalties or interest for or on behalf of CONTRACTOR, CONTRACTOR agrees to indemnify and hold harmless City of such damages, including costs and expenses. 2. City will not provide workers' compensation for CONTRACTOR f o r services performed pursuant to this Contract. 3. This is a non-exclusive contract. CONTRACTOR is free to advertise and provide his/her services to persons or entities other than the City. Further, City may use other CONTRACTORS or its own employees to conduct the same services as CONTRACTOR. 4. Any insurance the City may have for its facility described above is solely for the benefit of the City. The City shall not be liable for injuries to property or persons (including death) which are the result of the activities of the CONTRACTOR. CONTRACTOR agrees he/she shall be liable for injuries to himself/herself or others caused by his/her own negligence, omissions, malfeasance, or intentional conduct. When applicable, for the services provided, CONTRACTOR shall provide insurance for the activity as provided in the policies of the contract instructors program. 5. The CONTRACTOR represents that there are no legal impediments enter into this contract and that this engagement does not violate the terms of any agreement between the CONTRACTOR and any third party. Further, the CONTRACTOR, in rendering [his or her] duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret CONTRACT 6624 11 393 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 in which [he or she] does not have a proprietary interest, or a right to use. 6. During the term of this agreement, the CONTRACTOR shall devote as much Of [his or her] productive time, energy and abilities to the performance of [his or her] duties hereunder as is necessary to perform the required duties in a timely and productive manner. The CONTRACTOR is expressly permitted to perform services for other parties while performing services for the City. 7. The CONTRACTOR shall not perform services for other parties, on or within City of Denton facilities. This contract shall not render the CONTRACTOR an employee, partner, agent of, or joint venture with the City for any purpose. The CONTRACTOR is and will remain an independent CONTRACTOR in [his or her] relationship to the City. The City shall not be responsible for withholding taxes with respect to the CONTRACTOR's compensation hereunder. The City will make no withholding for taxes of any type from the fee agreed upon in Article IV. All taxes, including, but not limited to Social Security, unemployment, FICA or other monies owned to any State, Local or Federal governmental entity, including applicable penalties and interest, are to be paid by CONTRACTOR and are solely the liability of same. In the event a claim is made against City for payment of taxes, penalties or interest for or on behalf of CONTRACTOR, CONTRACTOR agrees to indemnify and hold harmless City of such damages, including costs and expenses. City will not provide workers' compensation for CONTRACTOR for services performed pursuant to this Contract The CONTRACTOR shall have no claim against the City hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, Workers' compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. The CONTRACTOR agrees to retain control and to give full attention to the fulfillment of this Contract, and agrees this contract will not be assigned or sublet without the prior written consent of the City. ARTICLE IX INDEMNITY AGREEMENT The CONTRACTOR shall defend, indemnify and hold harmless the City and its officers, agents and employees from and against all damages, injuries (including death), claims, property damages (including loss of use), losses demands, suits, judgments and costs, including reasonable attorney's fees and expenses, in any way arising out or of or resulting from the performance of this Contract or caused by the negligent or intentional act or omission of the CONTRACTOR, its officers, agents, employees, subcontractors or invitees. CONTRACT 6624 12 394 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 As a condition to the foregoing indemnity obligation, City shall provide CONTRACTOR with prompt notice of any claim for which indemnification shall be sought hereunder and shall cooperate in all reasonable respects with CONTRACTOR in connection with any such claim. CONTRACTOR shall be entitled to control the handling of any such claim, with full disclosure of any and all claims, and actions taken thereunder, to the City; and CONTRACTOR shall be entitled to defend or settle any such claim, in its sole discretion, with counsel of its own choosing. Nothing in this agreement shall be construed to create a liability to any person who is not a party to this Agreement and nothing herein shall waive any of the party's defenses, both at law or equity, to any claim, cause of action or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE X INSURANCE During the performance of the services under this Agreement, CONTRACTOR shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A or above: A. The Contractor shall provide Comprehensive General Liability Insurance with bodily injury limits, liability, and property damage of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. Contractor shall name the City of Denton as an Additional Insured on the Comprehensive General Liability policy. Modified and Approved by City of Denton Risk Management. B. Automobile Liability Insurance with combined single limit bodily injury and property damage of not less than $500,000 for each accident. Waived by City of Denton Risk Management. C. The Contractor's Doctor of Veterinary Medicine is an independent contractor, and as such is not required to be covered by workers' compensation insurance. The Contractor's Experienced Veterinary Technician shall also not be covered by worker's compensation insurance, but will be covered by the Contractor's accident policy, in accordance with Texas State Laws. Modified and Ai2nroved by City o Denton Risk Management. D. The Contractor's Doctor of Veterinary Medicine shall obtain, and continue to maintain in full force and effect, a Professional Liability Insurance with CONTRACT 6624 13 395 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 limits of not less than $1,000,000 combined single limit for liability and $3,000,000 aggregate limit. The CONTRACTOR's Doctor of Veterinary Medicine shall furnish insurance certificates or insurance policies at the CITY's request to evidence such coverage's. Modified and improved by City ofDenton Risk Management. E. The CONTRACTOR shall furnish insurance certificates or insurance policies at the CITY's request to evidence such coverages. CONTRACTOR s h a 11 endeavor to provide CITY with any cancellation or modification to its insurance policies. Required notices of any insurance changes shall be delivered to the City of Denton within 10 days of such change. Modified and improved by City o (Denton Risk Management. ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving one party's disagreement may include the other party to the disagreement w i t h o u t the other's approval. ARTICLE XII TERMINATION OF AGREEMENT The City may terminate this Agreement at any time by 30 working days' written notice to the CONTRACTOR. In addition, if the CONTRACTOR is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the City, or materially breaches provisions of this Agreement, the City at any time may terminate the engagement of the CONTRACTOR immediately and without prior written notice to the CONTRACTOR. In the event of termination for cause, the CONTRACTOR shall only receive payment for work satisfactorily performed, approved, and accepted by the City. In the event of default of CONTRACTOR for any term or provision of this Contract, the City upon notice to the CONTRACTOR of such default, may terminate this Contract without further obligations or liability. In the event of termination for cause, the CONTRACTOR shall only receive payment, based upon a pro -rate basis, less any damages incurred by the City for the default. The parties hereto acknowledge that the services to be rendered by the CONTRACTOR under this contract and the rights and privileges granted to the City under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the CONTRACTOR of any of the provisions of this Agreement will cause the City irreparable injury and damage. CONTRACT 6624 14 396 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 The CONTRACTOR expressly agrees that the City shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the CONTRACTOR. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the City may have for damages or otherwise. The various rights and remedies of the City under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law. ARTICLE XIII SAFETY and HAZARDS The CITY does not warrant or guarantee against the possibility that safety or environmental hazards or potential hazards may exist at the CITY's facility. The CONTRACTOR shall be responsible for identifying any hazardous conditions and notifying the CITY of these conditions in writing no later than 30 days after contract award and prior to initiation of service delivery on the property. All CONTRACTORS to the CITY are required to ensure absolute safety standards are applied and enforced. The CITY will not be responsible for individual contractor safety, and the awarded CONTRACTOR shall not hold the CITY responsible. Known hazards shall immediately be reported and all safety precautions shall be taken to prevent potential safety issues from occurring. The CONTRACTOR shall at all times exercise reasonable precautions for the safety of participants and others on or near the CITY's facility and shall comply with all applicable provisions of Federal, State, and Municipal safety laws. The CONTRACTOR shall at all times observe and comply with all Federal, State and local laws, ordinances and regulations, which in any matter affect the CONTRACTOR or the work, and shall indemnify, defend and save harmless the CITY against any claim arising for the violation of any such laws, ordinances and regulations whether by the CONTRACTOR or its employees. ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: CONTRACT 6624 15 397 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 TO CONTRACTOR: TO CITY: RSVP Services, Inc. City of Denton Attn: Monica Hughes Attn: Karen Smith, Purchasing Manager 2701 Hartley Field Rd 901 B Texas St Denton, TX 76208 Denton, TX 76209 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS TheCONTRACTOR shallcomply withall federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, CONTRACTOR shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. CONTRACTOR agrees that in connection with the services to be provided to City hereunder that it will comply with all applicable laws and regulations regarding employment discrimination applicable to CONTRACTOR. ARTICLE XVIII PERSONNEL All services required hereunder will be performed by CONTRACTOR. All personnel engaged in work shall have the necessary skills and experience, and shall be authorized and permitted under state and local laws to perform such services. CONTRACTOR shall inform the City of any conflict of interest that may be discovered or arise during the term of this Agreement. CONTRACTOR shall complete and submit Exhibit I. CONTRACT 6624 16 398 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 ARTICLE XIX ASSIGNABILITY The CONTRACTOR shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. This Contract shall be binding upon the parties hereto, their successors, heirs, personal representatives and assigns. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A - Pricing Sheet Exhibit B — City of Denton's RFP# 6624 (on File at the Office of the Purchasing Agent); Exhibit C - City of Denton Standard Terms and Conditions Exhibit D - Certificate of Interested Parties Electronic Filing Exhibit E - Contractor's Proposal Exhibit F- House Bill 89 Verification Exhibit G - Senate Bill 252 Certification Exhibit H - Form CIQ — Conflict of Interest Questionnaire B. The City shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, CONTRACT 6624 17 399 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable costs of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall b e the DVM and Experienced Veterinary Technicians. However, nothing herein shall limit CONTRACTOR from using other qualified, licensed, and competent members of its firm to perform the services required herein. E. CONTRACTOR shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONTRACTOR shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the CITY. F. The CITY shall assist the CONTRACTOR by placing at the CONTRACTOR's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONTRACTOR to enter in or upon public and private property as required for the CONTRACTOR to perform services under this Agreement. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. H. Notwithstanding any other provision in this Agreement, Contractor shall not be liable or held responsible for any failure to perform or delays in performing its obligations under this Agreement, which result from circumstances or causes beyond CONTRACTOR's reasonable control, including, without limitation, acts or omissions or the failure to cooperate pursuant to this Agreement by CONTRACT 6624 18 400 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 City (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), fire or casualty, act of God, strike or labor disputes, war or other violence, or any law, order or requirement of any governmental agency or authority. I. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE XXII COOPERATIVE PURCHASING/PIGGYBACK OPTION The contract will be available for use by all governmental entities, providing there is no conflict with any applicable statutes, rules, policies, or procedures. The governmental entities will have the option to use the pricing as agreed to within the resulting contract. Provided that other governmental entities are interested in ordering from the resulting contract, and other delivery locations are requested than originally agreed upon, the City of Denton and the awarded contractor will seek a mutual agreement for pricing to other locations. Governmental entities will issue their internal purchase orders directly to the contractor(s), however, shall reference and cite the City of Denton contract number (RFP number) within the purchase order document. ARTICLE XXIII ENTIRE AGREEMENT This Agreement, consisting of 25 pages and 9 exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. IN WITNESS Agreement to be CONTRACTOR, on WHEREOF, the executed Abby, , is this the City of Denton, Texas has caused this 2 M authorized City Manager, and CONTRACT 6624 19 401 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 ATTEST: JENNIFER WALTERS, CITY SECRETARY BYCDceuSigneddrby: � kn.t�l` _. (Wu6 CSBFAFC1821946D._. APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY DacuSigned by: BY: � (,bt.�. v 38A6D90FD93B4AB... DacuSigned by: CONS 64k5 BY: — 13FF42641336418 . AUTHORIZED SIGNATURE Date: 3/7/2018 Name: Monica Hughes Title: Director monica.hughes@4rsvp.com EMAIL ADDRESS 2018-320826 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS Docu Sig nfed- by: B77BC71 1 BAOD454... TODD HILEMAN CITY MANAGER Date: 4/6/2018 CONTRACT 6624 20 402 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT A RFP6624-1 BEST AND FINAL OFFER (BAFO) Pricing Sheet for SUPPLY OF VETERINARY SERVICES FOR LINDA McNATT ANIMAL SHELTER Respondent's Business Name RSVP Services, Inc Principal Place of Business (City and State) Denton, Texas The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Services Proposal Pricing: *NOTE: PLEASE EMAIL THIS EXHIBIT 1 AS AN EXCEL FILE TO EBIDS@CITYOFDENTON.COM RSVP has secured ER & daytime off site services at negotiated rates below standard customer prices. List of services Price ESTIMATED ESTIMATED Animal Hospital on Teasley Lane PROPOSED Off-site veterinary services after business hours 10% discount on services provided with initial cap at $500 and second cap at $900 UNIT Center for Veterinary Specialty and Emergency Care North Texas Emergency Pet Clinic ESTIMATED ITEM WEEKLY ANNUAL MEASURE TYPE OF SERVICE REQUESTED HOURLY ANNUAL COST HOURS HOURS RATE up to 8 hour per shift, In-house Texas Licensed Doctor of Veterinary Medicine lA 24 1,248 3 Shifts per week (DVM) Services. (Doctors to be identified on invoices) $ 94.50 $ 117,936.00 In-house Texas Licensed Doctor of Veterinary Medicine 113 0 50 HR (DVM) Services. (Additional hours if needed. Doctors to be identified on invoices) $ 157.50 $ 7,875.00 Veterinary Technicians- Qty 2: In-house Texas Licensed Doctor of Veterinary Medicine (DVM) Services (Names, 2A 80 4,160 HR dates and hours to be listed on invoice. Additional Hours if needed) $ 31.71 $ 131,913.60 After Hours Emergency DVM Veterinary Care Services, by 2B 4 208 HR Vet Technician as -needed basis only- Overtime $ 50.40 $ 10,483.20 PROPOSED ESTIMATED ITEM TYPE OF SERVICE REQUESTED RATE ANNUAL COST 3 Animal Hospital Services & Administration of bills, etc TOTAL $ 268,207.80 *NOTE: PLEASE EMAIL THIS EXHIBIT 1 AS AN EXCEL FILE TO EBIDS@CITYOFDENTON.COM RSVP has secured ER & daytime off site services at negotiated rates below standard customer prices. List of services Price Off-site veterinary services during business hours 10% discount on services provided with initial cap at $200 and second cap at $400 Animal Hospital on Teasley Lane Argyle Veterinary Hospital Off-site veterinary services after business hours 10% discount on services provided with initial cap at $500 and second cap at $900 Argyle Veterinary Hospital Center for Veterinary Specialty and Emergency Care North Texas Emergency Pet Clinic Flower Mound Emergency Pet Clinic Denton County Animal ER CONTRACT 6624 21 403 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. By submitting an offer in response to the solicitation, the Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights-of-way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. CONTRACT 6624 22 404 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of Page 2 of 22 CONTRACT 6624 23 405 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. Page 3 of 22 CONTRACT 6624 24 406 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBEIMBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient Page 4 of 22 CONTRACT 6624 25 407 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's Page 5 of 22 CONTRACT 6624 26 408 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non -conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor Page 6 of 22 CONTRACT 6624 27 409 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non -conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. Page 7 of 22 CONTRACT 6624 28 410 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. Page 8 of 22 CONTRACT 6624 29 411 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Page 9 of 22 CONTRACT 6624 30 412 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made -for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the Page 10 of 22 CONTRACT 6624 31 413 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire (Attachment G). 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre- printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate Page 11 of 22 CONTRACT 6624 32 414 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. Page 12 of 22 CONTRACT 6624 33 415 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements detailed in Attachment B. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. I Oa - l Od) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. Page 13 of 22 CONTRACT 6624 34 416 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The awarded contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at hgp://www.dol.gov/whd/contracts/dbra htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. Page 14 of 22 CONTRACT 6624 35 417 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C City of Denton Standard Purchase Terms and Conditions 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between 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. CONTRACT 6624 36 418 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 EXHIBIT C APPENDIX A INSURANCE REQUIREMENTS AND WORKERS' COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. CONTRACT 6624 37 419 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 EXHIBIT C APPENDIX A • 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. Modified and Approved by City of Denton Risk Management. • 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. CONTRACT 6624 38 420 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 EXHIBIT C APPENDIX A [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. Modified and Approved by City of Denton Risk Management. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • All owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. CONTRACT 6624 39 421 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 EXHIBIT C APPENDIX A [ ] 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 6624 40 422 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 EXHIBIT C APPENDIX A 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 CONTRACT 6624 41 423 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT C APPENDIX A coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the CONTRACT 6624 42 424 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 EXHIBIT C APPENDIX A 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. CONTRACT 6624 43 425 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 EXHIBIT E Cover page for RFP #6624 SUPPLY OF VETERINARY SERVICES Firm Name RSVP Services, Inc Address 2701 Hartlee Field Road, Denton Texas 76208 Contact Monica Hughes Contact phone 800-256-4078 Contact fax 940-381-1847 Website address www.reliefvet.com Contact email monica.hughes@4rsvp.com CONTRACT 6624 45 426 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC21341508C3 fBIT E .F CONTRACT 6624 46 427 F o � W o r Q� n rn QU a o0 N cn �-7 ;Dwz Q W� US A U b9 b4 rL 1604 N rLfj Cf V U U 0 y�. `.•��' v y Uzi0 p c0 Q) a y ca C/1 Q ❑ 0, v o a a c 0 o' W cya �; U � •y � � � � N U = V m 04w Qc r4 ❑� U° >, CC °"' o °�' g 0 71 °J w nxi axi o �^ Q 12 F" o � a v as ¢> ZS f N �I o = 0 oon QM h :3 0 4 � Zi cn -w 0 a o Wiz 4 � '7 y W Q L N p — r1 CONTRACT 6624 46 427 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 r,Xni l E City of Denton RFP#6624 for Supply of Nkterinary Seryices 6 AItachmen tC—Safet y Recoi�i estion naire ifa p p licable) 7 Attachment D— Reference Fonn 8 AttachmentE— Conflict of cstion naire Fomt 9 Attachment F - Aclmowled ment Submit response, with tabs marking each section, in the following order; ATTACHMENT A -BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contract Information (tor fon-nal contracting purposes): The following information will be used to write a contract, should your firm be selected far award, • Finn's Legal Name: RSVP Services, Inc. Address: 2701 Hartlee Field Road, Denton Texas 76208 9 Agent Authorized to sign contract (Name): Monica Hughes ■ Agent's email address: n a.ltua a 4rs .com 2. Subsidiary ofN/A 3. Organization Class (circle): Partnership Corporation Individual Association 4. Tax Payer IDH: 90-1029021 S. Date Established: 1992 (RSVP & ACT, Inc) 2014 (RSVP Services, Inc) 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 in Denton 8. Please provide a detailed listing of all products and/or services that your company provides. Temporary and pennanent placement of veterinarians and veterinary support staff 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 RFP#6624-Main Document Page 13 of 25 CONTRACT 6624 47 428 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 >✓xrIIBIT E City of Denton RFP#6624 far Supply of V te6nary Seryices 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.) No t0. 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? hapIwww.osha. Ov/ Ioslmawe wa rch.search orm?d e=STANDARDS toc level=l R—k�yvalue=lg2d No 13. Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and Other governmental units fi-om 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. 2701 Hardee Field Road, Denton Texas 76208 b. Company's majority owner principle place of business:2701 Hartlee Field Road, Denton Texas 76208 c. Ultimate Parent Company's principle place ofbusiness:N/A RFP#6624 _ Main Document Page 14 of 25 CONTRACT 6624 48 429 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 r,,-,nii3IT E City of Den ton RFP#6624 for Supply of %terinary Seryices 14. EI d tail to su ort the coat alio criteria incl experience and delive Since 1992 RSVP has filled over t50,000 veterinary relief shifts and provided numerous permanent placements of both veterinarians and support staff. The TVMA (Texas Veterinary Medical Association) has endorsed RSVP as a preferred provider, Some of the chents(cities, shelters and non -profits) RSVP is currently supplying services to include: SPCA of Texas (both Dallas locations and shelter as well as McKinney), Kaufman County Anneal Awareness Program, TCAP, Operation Kindness, Humane Society of North Texas, The City of Grand Prairie, PetConnectors, ABC Animal Birth Control (Waco), Animal Alliance (La Marque), Citizens for Animal Protection. In addition, RSVP services thousands of veterinary clinics in three states every year. RSVP has an internal management staff overseeing the coverage ri of doctors and support staff and an accounting department to facilitate bookkeeping communications, all within our corporate headquarters in Denton. 15 Provide details on how firm meets the minificaltions stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another docunnent in the respondent's proposal. b. Sign below and retttm form with final submission. RSVP Services, Inc (Formerly as RSVP & ACT, Inc) has provided permanent and relief veterinarians and support staff to the animal medical industry since 1992. Our clients include cities, shelters and non -profits, in addition to regular veterinary clinics, across the entire state of Texas and currently also in Florida and Georgia. We have assisted several Texas cities open new shelters, by providing doctors and staff not only with the appropriate experience and skills necessary for the smelter to operate, but also a willingness to formulate policies and protocols for the shelter going forward. All of our doctors are Independent Contractors, with current licenses and certificates as required to practice in the state of Texas. Additionally, RSVP can provide an in-house doctor(s) with the practice experience for shelter medicine through our screening processes. We have the depth of resources to provide multiple doctors and technicians for coverage in the event the regular in-house doctor and technicians need to take days off. Our provider for the ER veterinary services during business hours, is the same provider the City of Denton has been using for veterinary services for several years previously. (Animal Hospitat on Teasley Lane -Dr Cassie Epstein.) The provider of the after hours ER services can be one of several reputable animal emergency clinics in the Denton area with the facilities and staff to handle all requested services by the City of Denton, including your preferred hospital in Argyle. There are many intangible services that RSVP currently offers the City of Denton, and would continue to provide, that not expressly defined in the contract; • Candidate searches/screening/hiring services through the nation's leading provider of veterinary medical staff. RSVP retains and offers veterinarians and support staff appropriate for shelter medicine and hi -volume surgery facilities for permanent and temporary hire. Candidates are thoroughly assessed, typed, background checked/reference checked and drug screened before brought to the City for consideration. RFP#6624 - Main Document Page 15 of 2.5 CONTRACT 6624 49 430 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC2B41508C3 EXHIBIT E City of Denton RFP#6624 for Supply 0fNkterinary Services • Off site veterinary services. RSVP conducted the search that attained agreements with the 2 offsite clinics to enter into arrangements to offer discounted services to the City for special/emergency care. 0 Clear delineation of the Veterinary Services limits the City's liabilities and exposure for veterinary related events • HR expenses are managed by RSVP and its respective hires (Payroll taxes, liability insurance, health benefits, professional licenses, required continuing education, etc), ■ Comparative market fees for contracted veterinarians working shifts in shelters would run $700 per day, These contracted individuals only perforin their required d iagnos tic Is urgic a I tasks and would not be available on their non -working days as occurs in the current situation. Consistency of care and services is perhaps one of the strongest considerations to bare in mind, RSVP, as a veterinary staffing agency, has tremendous depth of qualified veterinarians and staff to be able to maintain 100% consistency of coverage for the shelter. With over 225 vets and teclis working through this agency in Texas alone, RSVP can quickly respond to an acute vacancy or termination. It could take the city months to replace a veterinarian or key staff member in this same situation. RSVP covers the City with no gaps, 0 We hire good people and hold them accountable. We communicate with the staff and Dr. Munsell on a regular basis and Dr. Grant sits down with Dr. Munsell every month or two (or more often as needed), to discuss all aspects of the service, both medical and administrative. RSVP has worked with the veterinary team to provide both policy manuals and employee manuals, not to mention numerous policies within the veterinary department. Before the shelter opened, RSVP provided connections to experts in shelter medicine to recommend inventory/equipment and insight into industry standards and protocols. ■ The City is not just getting Dr. Munsell's expertise, but also Dr. David Grant's. Dr. Grant brings 30 years of veterinary experience and is considered an expert on various issues shelter's face, including humane euthanasia. He has spoken across the country for the HSUS and has authored chapters in many shelter books and publications. He helps with conflict resolution and is an additional doctor for consultation on sensitivelinedical issues, • RSVP is the largest staffing agency in the veterinary profession. It is uniquely beneficial to Denton that we are located here in Denton Texas. RSVP has 26 years of experience filling over 150,000 shifts. We also cover shelter services for other municipalities. We know what the needs are and how to fill them. e The City of Denton gains Peace of Mind with RSVP. If something doesn't go right, we are there solving the issue often the very same day. Strong relationships with the veterinary community. RSVP works with over 400 hospitals in Texas, This helped foster the shelter's service relationships for emergency services and can play a very valuable role in maintaining a strong relationship with the Denton Veterinary community, 9 RSVP's technicians Tara and Alexis were hand selected for Denton and reflect the quality of our people, and the expertise of our matching services. Both techs are hard workers, with Tara even teaching classes and enrichment opportunities to non-medical shelter employees. I certify that our firm rneets the minima n qualifications as stated in this Main docurnent, Section 3. Signature Coirpany Date RFP#6624 - Main Document Page 16 of 25 CONTRACT 6624 50 431 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADCM41508C3 EXHIBIT E City of Denton RFP#6624 for Supply 0fAkIerinary Services ATTACHMENT B -SUBMISSION EXCEPTIONSICLARIFICATIONS Anv exceptions or clarifications taken to this solicitation (including terms and conditions in Exhibit Z, the General Provisions and Terms and Conditions) must be itemized on the Imes below. Additional pages may be added as needed. If there are no exceptions or clarifications, please sign where indicated at the bottom ofthe page. Item # Description A p p e n d ix A4n s u rance- (Rep lacen ant terms to niake this contract's terrtrs the same as the current contract's terms.) Prior to the corrsimenccmen t of work under this Contract, CONTRACfOR's in house veterinarian, s h a 11 obtain and shall continue to maintain in full force and effect during tate temiofthis Contract a professional liability insurance policy, The min irrnlm limits far this coverage shall be $1,000,000 combined single limit for liability and a $3,000,000 aggregate limit. Additionally, The City s h a 11 be named as an additional insured under RSVP's cornpany policy with a $1,000,OOOcosrbined single limit for liability and for property damage and a $2,000,000 aggregate iizrrit and a provision shall be incorporated in the policy whereby the City shall be given at least ten days prior not ice of any material change in coverage or of cancellation of such policy. The RSVP in house veterinarian s h a 11 required to subinit proof of insurance coverage prior to initiating veterinary service for the CITY, CONTRACTOR'S in house veterinarian is an Independent Contractor and as such is not required to be covered by worker's compensation insurance. CONTRACfOR's technician(s) sha4 also not be covered by worker's compensation insurance, but will be covered under an accident policy, in accordance with Texas state law, #3-{ 1) Description of technician should be changed to be just Tfuil lime veterinary technician' #342} RSVP will provide the urgent care DVM during business hours at their facility O)r- Cassie Epstein/AH on Teasley Lane) #3{3} RSVP will provide the after #sours emergency DVM at their facility, Scope 0 f work/F-xh ibit 311tetn # I -Ad ded: The in house veterinarian will have authority over the medical decisions regarding the treatment of the anima Ls in the shelter. Scope of work/ xhibit Nit ern #2-Chail ged the time in this sentence frorn4pm to bpm After hours emergency care Provider shall be able to provide a licensed doctor of veterinary medicine to treat sick or injured animals after bpm RFP#6624 - Main Document Page 17 of 25 CONTRACT 6624 51 432 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC2B41508C3 EXHIBIT E City of Denton RFP#6624 for Supply of Lbterinary Services every day of the week, on weekends, and during holidays. The above exceptions and clarifications (and any additional pages identified) are the ONLY exceptions/clarifications 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. V/11 Signature ConIpany Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. Signature RFP#6624 - Main Document Company Date Page 18 of 25 CONTRACT 6624 52 433 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3��IBLh E City of Denton iFP#6624 for Supply 0fNkterinary Seryices 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 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 orfactor. 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 frve (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. 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 envirotunent, both for the workers and other employees of respondent and the citizens of the City of Denton. RFP#6624 - Main Docu irrm Page 20 of 25 CONTRACT 6624 53 434 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT E City of Den ton RFP46624 for Supply of kterinary Services 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: 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. 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 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 inial judgments. YES & 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 fine, corporation, partnership, or institution, ever been convicted, within the past ten (14) 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#6624-Main Document Page 21 of 24 CONTRACT 6624 54 435 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC2B41508�nnrBlT E City of Menton R.FP#6624 for Supply of Nkterinary Seryices ATTACHMENT D -REFERENCES Please list three (3) Govemmen t references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers 0fsimilar size and scope ofwork to this solicitation. REFERENCE ONE GOVERNMENT/COMPANY NAME: City ofCand Prairie/Prairie Paws Adoption Center LOCATION: 326 W Main Street, Grand Prairie Texas 75050 CONTACT PERSON AND TITLE: Danielle Tate, Animal Services Manager EMAIL ADDRESS: [ffateCa gptx.,or¢ TELEPHONE NUMBER: 972-237-8578 SCOPE OF WORK: Supplying the 1*terinarian of Record, multiple technicians CONTRACT PERIOD: 2014-2018 REFERENCETWO GOVERNMENT/COMPANY NAME; City of Irving LOCATION: 4140 Valley View Lane, Irving, TX 75038 CONTACT PERSON AND TITLE. Cory Price, Animal Services Manager EMAIL ADDRESS: cprice@cityofirving.org TELEPHONE NUM BER;(972 ) 721-2258 SCOPE OF WORK: Supplying veterinarians and technicians CONTRACT PERIOD: 20142018 REFE ENCETHRF,E GOVERNMENTICOMPANYNAME:City of North Richland Hills LOCATION: Animal Adoption & Rescue Center, 7301 Iron Horse Blvd, North Richland Fulls, TX 76180 CONTACT PERSON AND TITLE: Keane Menefee, Animal Services Manager EMAIL ADDRESS: Innenefee@nrhtxcom TELI;PI•IONE NUMBER:(817) 427-6574 SCOPE OF WORK: Supplying 'Veterinarian ofrecord, one technician CONTRACT PERIOD: 2018-2019 RFP#6624-Main Document Page 22 of 24 CONTRACT 6624 55 436 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 t N T L IC leXa'T Lih`er (w&a Reol Texans don't litter... please spay/neuter your pets! July 22, 2014 To Whom It May Concern: Texas Litter Control is a low cost spay/neuter and wellness clinic for cats and dogs. We have been using RSVP since February 2013 as our primary relief service when one of our Veterinarians needs a day off, We have been satisfied with the services RSVP has provided this year in finding appropriate doctors for our needs. Please let me know if you have any other questions about RSVP and Texas Litter Control. Sincerely, Deana Sellens Executive Director, Texas Litter Control Texas Litter Control 15U Pruitt Road, Spring, TJf 77388 (832)510-762.2 AhOne (832) 592-7756 Fax 999-0e@ ?hxqsL itterCon trol. ori CONTRACT 6624 56 437 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 July 21, 2014 Relief Services for Veterinary Professionals 2701 Hartlee Field Road Denton, TX 76208 To Whom It May Concern; The City of Grand Prairie, Prairie Paws Adoption Center is currently utilizing an RSVP veterinarian, Dr. Kim Warren, DVM, as our on-site veterinarian of record for shelter services. We are greatly satisfied with the services RSVP has provided this year, both with their timeliness in finding a veterinarian for our operations and the communication from their team members. We were also exceedingly impressed with how easy it was to use this service and the nominal amount of time and effort we actually had to put it in. We will definitely continue to use RSVP to assist us with our staffing needs and highly recommend thein on their performance. Please call us with any questions you may have or for further information regarding RSVP's services. Sincerely, Prairie Paws Adoption Center Danielle Tate Animal Services Manager C-7ty of Erart�Prtt Tie ra 5envices I7ivisiorr • 2M2 W.-'arrior-rr -17rand-Pra r— e, -Texas 750-2 • i77?=?37857 CONTRACT 6624 57 438 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 Michael Burk * Director o/Medical Services SPCA of Texas nTE 2404 Lone Star Drive Dallas, TX 75212 July 21, 2014 To whom it may concern: RSVP (Relief Services for Veterinary Practitioners) has been working with the SPCA of Texas for over 10 years, They have supplied relief and pennauent veterinarians and support staff to our locations in Dallas, south Dallas and McKinney and to date have filled over 3000 relief doctor shifts overall, The SPCA of Texas continues to be a an active client of RSVP and recnmtnend their services. Please contact me if you have any further questions about RSVP and the SPCA of Texas. Sincerely, �'ddy Yk Michael Burk Director of Medical Services SPCA of Texas 2400 Lone Star Drive Dallas, TX 75212 D: 214-461-5108 F:214-461-1864 E: mburk@)a spca.org Michael Purk I Director of Medical Setlrices j SPCA orTexas 2400 IA)ne Star Drivc I Dallas, Ft 75212 Confidential Page l 7,'21l20i4 CONTRACT 6624 58 439 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 To Whom It May Concern, I have volunteered with Legacy Boxer Rescue nearly ten years. Many of those years have been spent on the Management Committee and I am currently the Head of the Veterinary Services Committee, Dr Cassie Epstein is one of the finest veterinarians Legacy Boxer Rescue has had taking care of our boxers. With aver 100 boxers in our care at ail times over the last several years, it is not uncommon for a foster dog to become ill or injured during the business day, When that happens, I know I can count on Dr Epstein to make room in her schedule to see that dog as soon as the foster home can get him/her to her office. Shelters often contact Legacy Boxer Rescue when they have boxers who are sick or injured. They want the dog out of their facility and under veterinary care as soon as possible. Again, I know I can count on Dr Epstein to see those dogs as soon as we can get them to her office. At Legacy Boxer Rescue, all medical/treatment decisions are made by our Veterinary Services Committee, not our foster parents. Dr Epstein maintains excellent communication with me on all dogs in her care, malting sure I understand the needs of the dog and associated costs. Additionally, Dr Epstein spends extra time personally calling the foster parent to educate them about the diagnosis and treatment plan for their foster dog, Finally, Dr Epstein has demonstrated superior diagnostic skills. In working with our foster boxers, she has, on multiple occasions, correctly diagnosed ailments we had never seen in our experience at legacy Boxer Rescue. Dr Epstein has also successfully diagnosed conditions other veterinarians were unable to diagnose. We trust her with the care of aur foster dogs and I personally trust her with the care of my own dogs. Sincerely, Reg Morgan Legacy Boxer Rescue Management Committee Member Legacy Boxer Rescue Chairperson for Veterinary Services CONTRACT 6624 59 440 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 Save A Life... Retrieve A Friend! Texas Sporting Breed Rescue, Inc, (TSE Ri. Is a State of Texas non-profit corporation, and is a Public charity recognized as exempt from federal income tax under section 501(c)i31. Board of Directors Marisha Teagardin President/Chair of Animal Welfare Marisha rtbmmxend.or Jenifer Batchelder 1' Vice PresidenVSecrelary 1N Jen I39P trieveafriend.ora Jean Mankoff 2"d Vice President Q%Oretdeyeafriend orra Tex�Spurtillg Bee ReSeue, Inc. rs1 ran tr; ra H � �; July 20, 2014 Dr. Cassie Epstein, DVM Animal Hospital on Teasley Lane 3517 Teasley Lane Denton, TX 76210 To whom it may concern: As the President and Chair of Animal Welfare for Texas Sporting Breed Rescue, Inc., my role oversees both the fiduciary aspects, as well as the veterinary care, of all animals in our program. We represent all 28 of the AKC Sporting Group and our dogs come to us from shelters across Texas, and its neighboring states, from abuse and neglect cases, from owner relinquishments, and through medical releases due to traumatic injuries or critical illnesses such as; hit by car, orthopedic injuries, snakebites, poisoning, and other critical care situations. Scott Kimball Treasurer During the course of the past 5+ years, I have had the opportunity and pleasure to treaer _ rgtrieveafriend om both engage Dr. Epstein and her hospital for extensive veterinary services on behalf of our organization, as well as personally observe Dr. Epstein and her staff during Brooke Rossen dally operations and Interactions with clients. I have also Interacted with her team l7irector of Adoptions throughout a multitude of emergency and critical 8roake retrieveafrelnd orra care situations. A few such cases that presented within the past 12 months include; a Labrador hit by car, a Labrador puppy at the shelter with a fractured leg, a 6 -week old Pointer puppy with an intussusception requiring emergency lifesaving surgery, a senior German Shorthaired Pointer at a shelter with a rattle snake bite, a mama dog experiencing toxic shock syndrome, and a senior Labrador in acute renal failure and respiratory collapse. These cases were all unscheduled, unforeseen emergencies, most direct from shelter situations, and all requiring immediate emergent care. All of these dogs survived because of the rapid, quality care they received by Dr. Epstein and her team. Dr. Epstein and her team are compassionate and passionate about what they do, and have proven repeatedly that they are dedicated to the welfare of our shelter animals, including those emergencies that require juggling cases, and rapid responses. In addition to the quality of care, they excel at communicating with us as the client, being accurate with their invoicing, and collaborating with us to ensure the well-being of our animals in their care. Based on our experience with their services, we regularly recommend this hospital and Dr. Epstein to our adopters and to other organizations and it is without any reservations whatsoever that I can wholeheartedly recommend Dr. Epstein to your organization as well. Should you wish to discuss our recommendation further please do not hesitate to reach out. Thank you for your time and consideration. Marisha Teagardin 415 E. Sherman Street 1 Suite Al I Denton, TX 76209 940,453.68941 F 972,591,4509 CONTRACT 6624 60 441 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 City of Denton RFP#6624 for Supply of'%bterinary Services ATTACHMENT F -ACKNOWLEDGEMENT The undersigned agrees this submission becomes the property of the City of Den ton afterthc official opening. The undersigned affrlys lie has farniliariaed himself with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be perf'omted; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and all iterm/services up[)[] which prices are offered, at the price(s) and upon the term and conditions contained in the specification. The period for acceptance of this submission will be 120calendardays unless a different period is noted. The undersigned affirms that they are duly authorimd 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 ofthis submission have not been communicated to any other respondent or to any employee of the City of Den ton prior to the acceptance ofthis submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et sea., and which arise under the antitrust laws ofthc State of Texas, Tex Bus. & Com Code, Section 15.01, eKea. The undersigned afirnris 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 andlor pricing sheet (Fadiibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: htt :Ilwww.cit ofdenton.canr>tindex as �(? a =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 infomnation in my statements and answers to questions. l amaware that the information given by me in this submission will be investigated, with my full penmission, and that any misrepresentations oramission s may cause my submission to be rejected. Acknowledge receipt offollowing add cada to the solicitation: AddendumNo 1 Dated f l0 Received AddendumNo 2 Dated Received AddendumNo 3 Dated Received I' I • 1 ADDRESS OF I I'• W. Tel. No. _ �,2 Email. 1,hoN i' C+4 RFP# 6624 - Ma i n Docuntent 1 -31 -IF AUMORLUD RIEP>S W 5ignature�•s� Date Name A4N 1 C4 oYa6 if65 Title Q rt R E-'TVP— Fax No. ?yQ ;3 ? 1-1 eY7 Page 24 of 24 CONTRACT 6624 61 442 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 D NTON Materials Management Department 901-B Texas Street Denton, Texas 76209 REQUEST FOR PROPOSALS RFP #6624 ADDENDUM #1 The City of Denton is seeking the best value solution for the: SUPPLY OF VETERINARY SERVICES NIGP CLASS and ITEM 961 86 Issue Date: January 16 2018 Response due Date and Time (Central Time): Thursday, February 1, 2018, 11:00 A.M. C.S.T The City highly recommends that respondents do not wait until minutes before the due date and time to email a submission. It can take significant time for the submissions to reach the City. CONTRACT 6624 62 443 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 ADDENDUM #1 RFP#6624 SUPPLY OF VETERINARY SERVICES I. Can I get a Iist of Attendees for the Prehid Conference? Yes, please see attached! 2. Scope of Work, page #3, Cat Package: The FDRT Vaccine is in correct. The correct vaccine is called FVRCP 1 Scope of Work, Item #1, page 2. The DVM shall at their expense provide two licensed registered veterinary technicians on site a minimum of forty (40) hours per week and a minimum of five (5) consecutive days per week. Question: What Certification level is City of Denton requiring for the Veterinary Technicians? The DVM will, at their expense, provide two staff metrrbers art site. far a minioneln of 40 hoursper week and a minimum of'5 days per week. At minitmsm, one staff member will be a licensed I veterinan� technician or possess the necessan• training Ieducationl experience necessar-y to do the equivalent level 01' pork that it required by the veterinarian and what is required by the shelter far the health needs of the animals. At minimum, one staff member will have the training of a CVA Level 1. Both stafj'members will be responsible, for being in good standing or having current licetrseslcergf1cations from any agency that provides oversite or licensurelcer•tifrcation in their profession. NO OTHER CHANGES AT THIS TIME All Documents can be obtained by accessing the City of Denton's Materials Management website at: htt sill www.ci ofdenton.comlbusinrrsslsaliciations-contractin This form must be signed and returned with your proposal. Name:p�J c - Signature:�. Company: � V Title: f ] i2Date. Addendum #I to be returned with Pro osal RFP#6624 ADDENDUM4 #1 CONTRACT 6624 63 444 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 1 rN CONTRACT 6624 I 64 445 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 CLARIFICATION: RFP#6624 SUPPLY OF VETERINARY SERVICES FOR THE CITY The Followitag Clarification Q11cstions are based upon your "I:xecption:; form that was submitted" with your RFI' #6624 response. 1. SCOPE. OF WORK, EXHIRT#3, ITF.MNI: Veterinary Practices Consultation and Reporting; Requirements: Your prognosed clirrrtgr ►self be additional language. added as lten, 9-- The :The in housr urterinarian will have aulhorily• over the medical decisinrr,s regarding the trearntr►rl of the animals in the shelter: Please explain why this statement is needed: This language was submitted for 46624 just as it was for 45626, simply to statc a distinction between the authority of the int -house veterinarian and the in horse technicians. The in house technicians work under the direction of the in house veterinarian. 2. SCOPE OF WORK, EXHIBT#3, ITEM#Z: After Hours Emergency Veterinary Care Services Your proposed change will be.- They e.They shall be able to provide a ficenr.sed doctor of veterinary medicine to treat sick or injured aninrals after 6 p.rrn. ever3, day of the week, on weekends, and daring holidays. Please explain why the time is requested to change? The Animal Shelter is open until 5 p.m. every day. Why 6 p.m.? White Argyle has 24 hour availability of services, at least one of the other ER clinics listed as possible choices is not open 24 hours and regularly opens at 6 on weekdays. It is typical in the veterinary industry for ER clinics to open at Spm or bpm on weekdays. While we expect Argyle will be the preferred provider of these services indefinitely and they see emergencies any time of day, we wanted to be clear in our agreement some other ER choices open at 6prn. It is also worth noting acre the providers on our list of off-site veterinary services during business hours are all open until 6pm. RSVP provides such depth of choices between the two options, all hours of the day are covered by multiple clinics for any urgent needs. 0 3. SCOPE OF WORK, EXHIBT43, ITEM92: After Hours Emergency Veterinary Care Services Your proposed change will be additional language: RSVP will provide the after hours emergency DVt'L>< at their facility. a. Please explain why the additional language? RFP#6624 CLARIFICATION 021218 CONTRACT 6624 65 446 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 CLARIFICATION: RFP#6624 SUPPLY OF VETERINARY SERVICES FOR THE CITY Whim rill this facility lie' 'rhe Veterinarian's faeilily or R%'%'P, here in Denton' Please explant. Simply to clarify the locatmi Of the ticrviccs provided aro at one of the llste6 clinics and 1101 ItSVP's address. 4. SCOPE OF WORK, EX}11113'I'93, ITEM93: Regular lousiness flours Urgent Veterinary Care Services Your proposed change will be RSVP r•rrre DIA4' rlrlrir,g hrGsiness irr,trrs at their fuciliry (Dr, �''rlssir hja,+ltfi,� ral.dfrr,nal Hospikil u►r Teil.cicrt" Please explain iNhy the requested change.' Simply to clarify the location of the services provided are at a clinic and tint RSVP's addretis. 0 5. EXHIBI'1' 2, APPF NDIX A, pages 29- 35 Cl'l'V OF DENTON IN'SMANCE. REQUIREMENTS: We are proposing no changes in insurance terms/requirements from contract #5626 to #6614. The coverage currently in place would he continued with all the terms exactly as they are now. TO BE CONSIDERED RESPONSE TO THIS REQUEST FOR PROPOSAL (RFP). ALL OF THESE ITEMS FOR CLARIFICATION MUST BE ADDRESSED FOR FINAL CONSIDERATION Of THIS RFP. This form must be signed and returned with your Best and Final Offer. Name:E- ffi-12L L' t �u Signature:.- ,'/ ler �i . {r� Company: 0� Title: 7-�L Date: 2 l l �rt 2! � RFP#6624 CLARIFICATION 021218 CONTRACT 6624 66 447 DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3 A., A CONTRACT 6624 67 448 .a z �' �' a � � � � U •� W LD ��+, � rh •� �' y � '2a 3 ca � "' = c "S O W yea m W > m o •� , a ar a W •� U w mfq p 7 N U p dd w C a .0 = �.. ab w GY] U U LT: QW ra Ni '� � yj •� !fl d" c -DO axi u o H j v c" aT c pew g� �a gab �c°a ¢3 G1 N i S o � � M A Oa O G Go p �v � d � W W CONTRACT 6624 67 448 o mS9 Envelope ID: 6577B4-44cb441mA54AD c gegca � k � CPO � § CONTRACT 6624 68 449 $ / \ \ � — \ ] \ \ % n / �in. 7 @ $\ � }\ e - .§ § ; \\�7 °2 $' ■ § > § 2 § ] S d E oe«ul R%k§ LL, o \ \ >� > .$«< CONTRACT 6624 68 449 / k q � ] \ % n / _ 7 @ §:§ � °2 $' ■ § > § 2 § jf oe«ul R%k§ LL, o CONTRACT 6624 68 449 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT F House Bill 89 - Government Code 2270 VERIFICATION lMonica Hughes z and the undersigned representative of RSVP Services, Inc Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named -above, under the provisions of Subtitle F, Title 10, and Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. "Boycott Israel " means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes; and 2. "Company" means a for profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. Monica Hughes Name of Company Representative (Print) DocuSig ned by: 13FF42641336418... Signature of Company Representative 3/7/2018 Date CONTRACT 6624 69 450 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT G Senate Bill 252 -Government Code 2252 CERTIFICATION I� Monica Hughes , the undersigned representative of RSVP Services, Inc (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Organization, I will immediately notify the City of Denton's Materials Management Department. Monica Hughes Name of Company Representative (Print) OocuSigned by: 13FF4264133&418... Signature of Company Representative 3/7/2018 Date CONTRACT 6624 70 451 DocuSign Envelope ID: 6577BE24-44CC-441 F-A534-ADC21341508C3 EXHIBIT H $X K -CONFLICT DF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - CIQ For vendor or other person doi ng business with Iocal YovernmentaI cnti ty This questionnaire reflects changes made to the Iawby H.B. 23, 84th Leg., Regular Session. FORM This questionnaire is being filed in accordance with Chapter 176, Loc aI Govemtnent Code, by a vendor who has a business relation defined by Section 176,001(1-a) with a local governmental entity and the vendor meets requirements under Section I76.006(a). 13y law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business d the date the vendor becomes aware of facts that require (lie statement to be filed. See Section 176.006(a-1), Local GDvemment Code. A vendor con nits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this sect iris demeanor. xr_ +�an1c v1 V414YOr W1lu has a ousiness relationship with local governmental entity. U Check this box if you are filing all update to a ---41— sYv filedquestionnaire. (The lawrcgt ices That you file an updated completed questionnaire with the appropriate tiling authority not later than the 7ih business day after t date on which youbecanic awere that tate Originally filedquestionnaire was incom lete or inaccurate.) -Name of local government officer about whom the information in this section is beim= disclosed. Name of Officer This section. (item 3 including subparts A, B, C & D), must be completed far each officer with whom [hc Vendor has alt CMP toyntcnt or other business relationship as defined by Section 17 6. 0 0 1 (1 -a), Local Government Code. Attach additional pages to this Form C1 as necessary. A. Is the local gjov�emment officer named in this section receiving or likely to receive taxable inchmc, other than investment income. From the vendor? 'Yes Qo B. Is the vendor receiving or likely to receive taxable income, other titan investment income, froth or at the direction of the local government oiftcer named in this section AND the taxable income is not received from the local governmental entity? 1:1es EDo 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 omership of one percent or more? E�Ls E:I. D. Describe each elm ployntent c business and family relationship with the local government officer named in this section. have na Conflict of Interest to disclose. Signarure of vendor doing business 1-31— Sign a rure r3T1— e governmental entity Date CONTRACT 6624 71 452 Certificate Of Completion Envelope Id: 6577BE2444CC441 FA534ADC2B41508C3 Subject: FILE# 6624 VETERINARY SERVICES Source Envelope: Document Pages: 71 Signatures: 6 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 3/7/2018 1:22:36 PM Signer Events Robyn Forsyth robyn.forsyth@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Monica Hughes monica.hughes@4rsvp.com Director RSVP Services, Inc Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Larry Collister larry.collister@cityofdenton.com Deputy City Attorney Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/26/2017 2:27:28 PM ID:01f5f868-f109-4e29-ad49-21db9046c882 Rebecca Hunter rebecca.hunter@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Holder: Robyn Forsyth robyn.forsyth@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 END e..s�a� w by, VA& aI ;I Gs 13FF42M33M16... Using IP Address: 205.201.98.10 o—sq� w ey. iv FOA Using IP Address: 129.120.6.150 Completed Using IP Address: 129.120.6.150 Docu -!F� i ■ SECURED Status: Completed Envelope Originator: Robyn Forsyth 901 B Texas Street Denton, TX 76209 robyn.forsyth@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 3/7/2018 1:29:36 PM Viewed: 3/7/2018 1:29:50 PM Signed: 3/7/2018 1:31:54 PM Sent: 3/7/2018 1:31:59 PM Viewed: 3/7/2018 3:21:40 PM Signed: 3/7/2018 3:27:19 PM Sent: 3/7/2018 3:27:25 PM Resent: 3/26/2018 9:53:27 AM Resent: 3/27/2018 8:43:24 AM Resent: 3/27/2018 4:17:46 PM Viewed: 3/8/2018 8:44:00 AM Signed: 3/30/2018 12:04:59 PM Sent: 3/30/2018 12:05:04 PM Viewed: 4/6/2018 10:59:32 AM Signed: 4/6/2018 11:00:24 AM 453 Signer Events Todd Hileman todd.hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In ❑erson Signer Events Editor Deliver[] Events ❑gent Deliver❑ Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature o��s��en ny. E d�j ':454. W76C7316AOP45-0_ Using IP Address: 65.35.65.107 0-sh,-d E Using IP Address: 129.120.6.150 Signature Status Status Status Status Status COPIED COPIED COPIED Timestamp Sent: 4/6/2018 11:00:29 AM Viewed: 4/6/2018 11:01:52 AM Signed: 4/6/2018 11:02:00 AM Sent: 4/6/2018 11:02:04 AM Viewed: 4/9/2018 4:29:24 PM Signed: 4/9/2018 4:29:46 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 3/7/2018 3:27:23 PM Viewed: 3/7/2018 3:32:40 PM Sent: 4/6/2018 11:00:28 AM Viewed: 4/6/2018 11:33:11 AM Sent: 4/9/2018 4:29:52 PM Viewed: 4/10/2018 10:16:49 AM 454 Carbon Copy Events Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status COPIED Paul O'Neill � PI E D Paul.O'Neill@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Roger White � pI E D roger.white@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ❑otary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked ❑ayment Events Status Electronic Record and Signature Disclosure Timestamp Sent: 4/9/2018 4:29:53 PM Sent: 4/9/2018 4:29:54 PM Viewed: 4/9/2018 4:39:47 PM Sent: 4/9/2018 4:29:55 PM Viewed: 4/10/2018 8:35:01 AM Timestamp Timestamps 4/9/2018 4:29:55 PM 4/9/2018 4:29:55 PM 4/9/2018 4:29:55 PM 4/9/2018 4:29:55 PM Timestamps 455 Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Larry Collister, Todd Hileman 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. 456 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, 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. 457 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. 458 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE APPROVAL OF A FIRST AMENDMENT TO A CONTRACT BETWEEN THE CITY OF DENTON AND RSVP SERVICES, INC., AMENDING THE CONTRACT APPROVED BY CITY COUNCIL ON APRIL 3, 2018, IN THE NOT -TO - EXCEED AMOUNT OF $1,180,000.00, SAID FIRST AMENDMENT TO PROVIDE ADDITIONAL VETERINARY STAFFING SERVICES FOR THE ANIMAL SERVICES DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6624 — PROVIDING FOR AN ADDITIONAL FIRST AMENDMENT EXPENDITURE AMOUNT NOT -TO -EXCEED $150,000.00, WITH THE TOTAL CONTRACT AMOUNT NOT -TO -EXCEED $1,330,000.00). WHEREAS, on April 3, 2018, the City Council awarded a contract with RSVP Services, Inc., in the amount of $1,180,000.00 veterinary staffing services for the Animal Services Department; and WHEREAS, the additional fees under the proposed First Amendment are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees applicable to the Provider's profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The First Amendment, increasing the amount of the contract between the City and RSVP Services, Inc., which is on file in the office of the Purchasing Agent, in the amount of One Hundred Fifty Thousand and 0/100 ($150,000.00) Dollars, is hereby approved, and the expenditure of funds therefor is hereby authorized in accordance with said amendment which shall be attached hereto. The total contract amount increases to $1,330,000.00. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by . This ordinance was passed and approved by the following vote r - ]: 459 Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2021. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY :• APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY Digitally signed by Marcella Lunn DN: do=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=General Government, ou=Legal, cn=Marcella Lunn, email=Marcella.Lunn@cityofdenton.co BY: m 460 DocuSign Envelope ID: ADF84D61-7D52-4BOF-9547-1 D2C5BOFOFE1 I CITY OF DENTON Docusign City Council Transmittal Coversheet RFP 6624 File Name Supply of veterinary Services Purchasing Contact Erica Garcia City Council Target Date Piggy Back Option Yes Contract Expiration Ordinance EDS 461 DocuSign Envelope ID: ADF84D61-7D52-4BOF-9547-1D2C5BOFOFE1 THE STATE OF TEXAS COUNTY OF DENTON FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND RSVP Services, Inc. 6624 THIS FIRST AMENDMENT TO CONTRACT 6624 (this "Amendment") by and between the City of Denton, Texas ("City") and RSVP Services, Inc. ("Contractor") to that certain contract executed on April 3, 2018, in the original not -to -exceed amount of $1,180,000 (the "Agreement"); for services related to Veterinary Staffing Services WHEREAS, the City deems it necessary to further expand the services provided by Contractor to the City pursuant to the terms of the Agreement, and to provide an additional not -to -exceed amount $150,000 with this First Amendment for an aggregate not -to -exceed amount of $1,330,000; and WHEREAS, the City deems it necessary to further expand the goods/services provided by Contractor to the City; and WHEREAS, the original not -to -exceed amount may not be increased by more than 25.0% as provided in Texas Local Government Code Sec. 252.048; and NOW THEREFORE, the City and Contractor (hereafter collectively referred to as the "Parties"), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. This Amendment modifies the Agreement amount to provide an additional $150,000 for additional services and materials to be provided in accordance with the terms of the Agreement with a revised aggregate not -to -exceed total of $1,330,000. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the City and the Contractor, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date 462 DocuSign Envelope ID: ADF84D61-7D52-4BOF-9547-1D2C5BOFOFE1 "CONTRACTOR" RSVr—+aF g&Yj�F.S, INC. BY: FI AUTHORIZED SIGNATURE, TITLE APP Ri;SbyTO LEGAL FORM: BY: �A.�'�t,� �,ulnan, ATTEST: ROSA RIOS, CITY SECRETARY "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation MIN THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DocuSigned by: ra t ,k (� . SIGNATURE Randi Weinberg PRINTED NAME Animal services Manager TITLE Animal services DEPARTMENT 2 463 Certificate Of Completion Envelope Id: ADF84D617D524BOF95471 D2C5BOFOFE1 Subject: Please DocuSign: City Council Contract 6624 Amendment #1 Source Envelope: Document Pages: 3 Signatures: 3 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 7/20/2021 3:46:45 PM Signer Events Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Monica Hughes monica.hughes@4rsvp.com Director RSVP Services, Inc Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/21/2021 4:55:10 AM ID: 2967e416-100f-48d9-be16-029cda55f14d Holder: Erica Garcia erica.garcia@cityofdenton.com Signature Completed Using IP Address: 198.49.140.10 EiDS Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 DocuSigned by: C 8 RA 43 Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.104 ocuSigned by:ED hlAA(& kwfi t,S 13FF42641336418... Signature Adoption: Pre -selected Style Using IP Address: 24.32.204.192 DocuSign Status: Sent Envelope Originator: Erica Garcia 901 B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.10 Location: DocuSign Timestamp Sent: 7/20/2021 4:12:23 PM Viewed: 7/20/2021 4:12:42 PM Signed: 7/20/2021 4:14:04 PM Sent: 7/20/2021 4:14:06 PM Viewed: 7/20/2021 4:46:03 PM Signed: 7/20/2021 4:46:03 PM Sent: 7/20/2021 4:46:08 PM Viewed: 7/20/2021 4:59:16 PM Signed: 7/20/2021 5:05:42 PM Sent: 7/20/2021 5:05:46 PM Viewed: 7/21/2021 4:55:10 AM Signed: 7/21/2021 4:56:28 AM 464 Signer Events Randi Weinberg Rand i.Wei nberg@cityofdenton.com Animal Services Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/21/2021 8:40:45 AM ID:992d505b-661a-4d06-8447-Od7f40d6afec Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/21/2021 1:04:25 PM ID:51d1a73f-961c-4c48-b58a-ae1397dd508f In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature D 5'gnetl by: E Aut d l %WWo A9DD3FBBB381414... Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 Signature Status Status Status Status Status PIED Timestamp Sent: 7/21/2021 4:56:30 AM Viewed: 7/21/2021 8:40:45 AM Signed: 7/21/2021 8:41:54 AM ►YTiiia/f��ilf��lY�iE:3C�iil.'i.'f1��1 Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/20/2021 4:14:06 PM 465 Carbon Copy Events Status Timestamp Gretna Jones Sent: 7/21/2021 8:41:56 AM gretna.jones@cityofdenton.com ED Viewed: 7/22/2021 2:22:17 PM Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/20/2021 4:12:23 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 466 Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Monica Hughes, Randi Weinberg, Rosa Rios 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. 467 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, 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. 468 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. 469 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1588, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with New Waste Concepts, Inc., for the purchase of a spray on cover material for the City of Denton Landfill, which is the sole provider of this commodity, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000, shall be awarded by the governing body; providing for the expenditure of funds therefor; and providing an effective date (File 7763 - awarded to New Waste Concepts, Inc., for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not -to -exceed amount of $1,455,000.00). City of Denton Page 1 of 1 Printed on 8/6/2021 powered by Legistar' 470 ov DENTON DEPARTMENT: ACM: DATE: SUBJECT City of Denton AGENDA INFORMATION SHEET Procurement & Compliance David Gaines August 10, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with New Waste Concepts, Inc., for the purchase of a spray on cover material for the City of Denton Landfill, which is the sole provider of this commodity, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000, shall be awarded by the governing body; providing for the expenditure of funds therefor; and providing an effective date (File 7763 — awarded to New Waste Concepts, Inc., for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not -to -exceed amount of $1,455,000.00). INFORMATION/BACKGROUND The City of Denton owns and operates a 252 -acre Type I Municipal Solid Waste (MSW) landfill which disposes of an average of 1,094 tons per day of MSW as reported by the Paradigm system. Under the Texas Municipal Solid Waste regulations, 30 Texas Administrative Code 330.149, and the issued Texas Commission of Environmental Quality (TCEQ) permit 1590B, the facility per the 1590B Settlement Agreement Section 2.1.3 Odor Control is required beginning on the approval date to cease using tarps for Alternate Daily Cover (ADC) at the Landfill, except (i) when temperatures are below 32 degrees Fahrenheit, (ii) more than one inch of rainfall has fallen in the prior 24 -hours as measured at the Denton Airport, or (iii) Denton's supplier is delayed in providing spray -on alternative daily cover. Alternate Daily Cover shall be applied according to the manufacturer's specifications. Based on a 25,000 square feet working face size, we would use approximately four 501b. bags of ProGuard S133 and 11 bags of Hydrolok Cellulose daily per manufacturer's specifications. The Landfill's TCEQ 1590B Permit Part IV Appendix H- Alternate Daily Cover Operating Plan states we can only use Tarps or ProGuard SB Slurry Material for ADC. The landfill is approximately 28,500 square feet and operates 6 days a week. The cost is $1,035 for a daily rate, based on needing two bags of SB2 at $250, 4 bags of SB3 at $620, and 11 bags of Cellulose at $165. The yearly cost will be around $322,920. FY 20-21 $ 47,080 FY 21-22 $ 322,920 FY 22-23 $ 322,920 471 FY 23-24 $ 322,920 FY 24-25 $ 322,920 Contingency $ 116,240 Total $ 15455,000 Section 252.022 of the Local Government Code provides that procurement of sole source commodities and services are exempt from competitive bidding, if over $50,000, shall be awarded by the governing body. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On August 9, 2021, this item will be presented to the Public Utilities Board (PUB) for consideration. RECOMMENDATION Award with a contract to New Waste Concepts, Inc., as a sole source supplier, for the purchase of a spray on cover material for the City of Denton Landfill, in a three (3) year, with the option for two (2) additional one (1) year extensions, in the total five (5) year not -to -exceed amount of $1,455,000. PRINCIPAL PLACE OF BUSINESS New Waste Concepts, Inc. Perrysburg, OH ESTIMATED SCHEDULE OF PROJECT This is an initial three (3) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These items will be funded from Solid Waste Operating Funds. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Randall Morris, 940-349-8049. Legal point of contact: Marcella Lunn at 940-349-8333. C V&' ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO EXECUTE A CONTRACT WITH NEW WASTE CONCEPTS, INC., FOR THE PURCHASE OF A SPRAY ON COVER MATERIAL FOR THE CITY OF DENTON LANDFILL, WHICH IS THE SOLE PROVIDER OF THIS COMMODITY, IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICH PROVIDES THAT PROCUREMENT OF COMMODITIES AND SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING, AND IF OVER $50,000, SHALL BE AWARDED BY THE GOVERNING BODY; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7763 — AWARDED TO NEW WASTE CONCEPTS, INC., FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT -TO -EXCEED AMOUNT OF $1,455,000.00). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described 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 7763 New Waste Concepts, Inc. $1,455,000.00 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. 473 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager, or their designee, is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by . This ordinance was passed and approved by the following vote - ]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2021. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY 474 APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY Digitally signed by Marcella Lunn DN: do=com, dc=cityofdenton, dc=codad, ou=Department Users and U\R i Croup'General ou=Legal, cn=Marcella Lunn, emall—Marcella.Lunn@cityofdenton.com BY: Date: 2021.07.2713:37:33 -05'00' 475 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 I CITY OF DENTON Docusign City Council Transmittal Coversheet FILE 7763 File Name NEW WASTE CONCEPTS Purchasing Contact Crystal Westbrook City Council Target Date Piggy Back Option No Contract Expiration Ordinance EDS R 476 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND NEW WASTE CONCEPTS INC (Contract # 7763) THIS CONTRACT is made and entered into this date , by and between NEW WASTE CONCEPTS, INC a Ohio Corporation whose address is 26624 Glenwood Road, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products in accordance with the City's as a Sole Source Provider, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton's Sole Source Provider (Exhibit "B" on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C"); (d) Certificate of Interested Parties Electronic Filing (Exhibit "D"); (e) Contractor's Proposal. (Exhibit "E"); (f) Form CIQ — Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor's signatureprovides written verification to the City that Contractor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor Contract 7763 CYtl DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 certifies that Contractor's signatureprovides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. DocuSigned by: CO y•plR 'I, � BY4B83E62DECA0483... '�`" ` AUTHORIZED SIGNATURE Printed Name: Milton F. Knight CEO Title: 419-466-3283 PHONE NUMBER mfknight@nwci.com EMAIL ADDRESS mfknight@nwci.com TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DocuSigned by: tea t& 66t vrn.W DCD14331B89A4A9... SIGNATURE Brian Boerner PRINTED NAME Director of solid waste TITLE solid waste and Recycling DEPARTMENT Contract 7763 CITY OF DENTON, TEXAS RIM ATTEST: ROSA RIOS, CITY SECRETARY IC • APPROVED AS TO LEGAL FORM: DocuSigned by* E BY: 83 438... 478 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 Exhibit A Special Terms and Conditions 1. The Quantities The quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 2. Product Chanes During Contract Term The Contractor 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 purchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the contractor's expense. Products that have been installed will be replaced at the contractor's expense. 3. Authorized Distributor The Contractor shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. 4. Contract Terms The contract term will be three (3) year, effective from date of award. 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. The Contractor's request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 5. Price Escalation and De-escalation On Contractor's request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer's price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1 %, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The Contractor should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Contract 7763 479 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 6. Total Contract Amount The contract total shall not exceed $1,455,000. Pricing shall be per Exhibit E attached. 7. Delivery Lead Time Products or services will normally be delivered within 21 days after the receipt of order from the City. Contractor will provide written notice to the City of Denton Texas should delivery times increase by more than 15%. Such notice shall be directed to the Landfill Site manager. As a result of the current status of the economy, current delivery times on the cellulose portion of the NWCI products is 5 weeks. To the extent the product orders include dye packs (colorants) such orders should be placed 5-6 weeks in advance 8. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: • Delivery beyond contracted lead times • Performance below contracted levels (services only) The Contractor shall be assessed a one (1 %) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor's monthly profit margin. Contract 7763 480 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 Fxhihit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights-of-way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Contract 7763 481 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract 7763 482 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. Partial shipments shall be deemed to mean, a full shipment of either the chemical or cellulose component of the daily cover product of the Contractor, and such Partial shipments are hereby authorized by the City. Contractor shall provide a separate invoice for each such partial fulfillment of the Purchase Order sent for each shipment and delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract 7763 483 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. Separate shipments or deliveries of the chemical and cellulose components are authorized by the City, the Contractor will be paid for the chemical and the cellulose component shipments or deliveries, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of- i. £i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all Contract 7763 484 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Such Contractor duties which are part of the contract and shall be reimbursed included the following: training on the operation of the CAPS machine, training on the loading of the machine, the blending and mixing of the Product, and the application methodologies of applying a daily cover. Such per diem rates and travel expense shall be listed on the Sales Order and Purchase Order and approved by the City of Denton Texas on an as needed basis. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1 % or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. Contract 7763 485 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. Contract 7763 486 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in Contract 7763 487 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without Contract 7763 488 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods which have been ordered by the issuance of a completed order, but not yet delivered, and for services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. Goods are not ordered under this contract, even though this is a 3 year contract, until a separate written communication of the quantity is submitted in writing to the Contractor and the Contractor has confirmed in writing, his acceptance of the order. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, pandemics, limitations on work issued by the state or federal government or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, Contract 7763 489 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Contract 7763 490 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to Contract 7763 491 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, email, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to, New Waste Concepts Inc 26624 Glenwood Road Perrysburg, Ohio 43551 Attn: Milton F Knight, CEO mfknight@nwci.com fax: 419-492-9243 or at such other address as a parry may notify the other in writing. Notices to the City shall be addressed to: City of Denton 901B Texas Street; Denton, Texas 76209 Attn: Purchasing Manager. Email: Purchasing@CityofDenton.com 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contract 7763 492 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and Contract 7763 493 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City's Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall Contract 7763 494 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. Contract 7763 495 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: Contract 7763 496 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or Contract 7763 497 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. IOa - IOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled 'Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at bqp://www.dol.gov/whd/contracts/dbra.httn and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. Contract 7763 498 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. Contract 7763 499 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. REP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Contractor terms and conditions Contract 7763 500 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at: https://www.ethics.state.tx.us/whatsnew/elf info_forml295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 —Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. Contract 7763 501 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 tAHIBIT E New Waste Concepts, Inc. -Ar NN6t Milton F Knight 419-872-2190 OFFICE 419-492-9243 FAX mtlrnight@nwci.com To: Randall S Morris City of Denton Solid Waste Department 1527 S Mayhill Road Denton, Texas. 78208 Date: July 13, 2021 Re: Quote for 2.5 month supply of ProGuard S133 — full truckload Randall: Please find below a chart on your use of the either ProGuard S133. The following are the parameters for which I am providing you a response: • Working face covered daily • Site open 6 days per week — requires coverage 6 day • Size of working face: 25,000 sq ft • Total Pricing includes freight • Supply lasts 2.5 months or 10 weeks or 62.5 days of covering Product Name Size of bag Number of bas Price per bag Total Price ProGuard S133 50 lbs (5 pallets) 250 bags $155 $38,750 Cellulose 50 lb (16 pallets) 640 bags $15 $ 9,600 Freight — Estimated *a $ 5,200 Total w/Frei ht $53,550 *a — Freight is estimated as full trkload rates -volatile — 21 pallets Freight Cost per pallet $247.61 Number of Batchs of 1200 gallon machine 62.5 Sincerely, Tony Milton F Knight, President & CEO / New Waste Concepts Inc 'We've Got you Covered Think G bbal 26624 Glenwood Rd. Perrysburg, OH 43551 www.nwei.com 502 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 New Waste Concepts, Inc. -Ar NN6t Milton F Knight 419-872-2190 OFFICE 419-492-9243 FAX mtknight@nwci.com To: Randall S Morris City of Denton Solid Waste Department 1527 S Mayhill Road Denton, Texas. 78208 Date: July 13, 2021 Re: Quote for 2 month supply of ProGuard S132 — Less than full truckload Randall: Please find below a chart on your use of the either ProGuard S132. The following are the parameters for which I am providing you a response: • Working face covered daily • Site open 6 days per week — requires coverage 6 day • Size of working face: 25,000 sq ft • Total Pricing includes freight • Number of weeks in 2 months: 9 weeks or 54 days of spraying Product Name Size of bag Number of bas Price per bag Total Price ProGuard S132 50 lbs 2x54= 108 bas $135 $14,580 Cellulose 50 lb 560 bas $15 $ 8,400 Freight — Estimated *a $ 5,200 Total w/ Freight $28,180 *a —Freight is estimated as rates are pretty volatile —16 pallets Freight Cost per pallet $325 No. of Batches in a 1200 gallon machine that should cover 250" 54 Sincerely, Tony Milton F Knight, President & CEO / New Waste Concepts Inc 'We've Got you Covered Think G loot 26624 Glenwood Rd. Perrysburg, OH 43551 www.nwei.com 503 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 New Waste Concepts, Inc. -Ar NN6t Milton F Knight 419-872-2190 OFFICE 419-492-9243 FAX mtknight@nwci.com To: Randall S Morris City of Denton Solid Waste Department 1527 S Mayhill Road Denton, Texas. 78208 Date: July 13, 2021 Re: Quote for 2.0 month supply of ProGuard S133 — Less than full truckload Randall: Please find below a chart on your use of the either ProGuard S133. The following are the parameters for which I am providing you a response: • Working face covered daily • Site open 6 days per week — requires coverage 6 day • Size of working face: 25,000 sq ft • Total Pricing includes freight • Supply lasts 2.0+ months or 9 weeks or 54 days of covering Product Name Size of bag Number of bas Price per bag Total Price ProGuard S133 50 lbs (4 pallets) 216 bags $155 $33,480 Cellulose 50 lb (14 pallets) 560 bags $15 $ 8,400 Freight — Estimated *a $ 5,200 Total w/Frei ht $47,080 *a — Freight is estimated as full trkload rates -volatile —18 pallets Freight Cost per pallet $288.90 Number of Batchs of 1200 gallon machine 54 Sincerely, Tony Milton F Knight, President & CEO / New Waste Concepts Inc 'We've Got you Covered Think G loot 26624 Glenwood Rd. Perrysburg, OH 43551 www.nwei.com 504 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 New Waste Concepts, Inc. -Ar NN6t Milton F Knight 419-872-2190 OFFICE 419-492-9243 FAX mtknight@nwci.com To: Randall S Morris City of Denton Solid Waste Department 1527 S Mayhill Road Denton, Texas. 78208 Date: July 13, 2021 Re: Quote for full truckload supply of ProGuard S132 Randall: Please find below a chart on your use of the either ProGuard S132. The following are the parameters for which I am providing you a response: • Working face covered daily • Site open 6 days per week — requires coverage 6 day • Size of working face: 25,000 sq ft • Total Pricing includes freight • Number of weeks in 2 months: 12.5 weeks or 75 days of spraying Product Name Size of bag Number of bas Price per bag Total Price ProGuard S132 50 lbs (3 pallets) 150 bags $135 $ 20,250 Cellulose 50 lb (18 pallets) 720 bags $15 $ 10,800 Freight — Estimated *a $ 5,200 Total w/ Freight $ 36,250 *a — Freight is estimated as rates are pretty volatile — 21 pallets Freight Cost per pallet $247.61 No. of Batches in a 1200 gallon machine that should cover 250" 75 batches or days Sincerely, Tony Milton F Knight, President & CEO / New Waste Concepts Inc 'We've Got you Covered Think G loot 26624 Glenwood Rd. Perrysburg, OH 43551 www.nwei.com 505 DocuSign Envelope ID: 5E3D5088-F530-46E8-8337-4E83423C8C87 Exhibit F CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. NEW WASTE CONCEPTS, INC. 2 El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 1 Name of local government officer about whom the information in this section is being disclosed. Randall Morris Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? x Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes F—x—] 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? x Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. None 4 X I have no Conflict of Interest to disclose. 5 DocuSigned by: 7/23/2021 doing business with the governmental entity Date 506 Certificate Of Completion Envelope Id: 5E3D5088F53046E883374E83423C8C87 Subject: Please DocuSign: City Council Contract 7763 -New Waste Concepts Source Envelope: Document Pages: 31 Signatures: 4 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 7/23/2021 1:49:37 PM Signer Events Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Catherine Clifton, Interim City Attorney City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Milton F. Knight mfknight@nwci.com CEO Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/23/2021 5:40:05 PM ID:4ec8c6e0-2a95-41 b7-ba57-3693e 1 c4fO8b Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Signature Completed Using IP Address: 198.49.140.104 EiDS Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.104 DocuSigned by: C 8 RA 43 Signature Adoption: Pre -selected Style Using IP Address: 68.185.202.16 Do�cluSigned by: II � E l.lubV' �, �. p 4B83E62DECA0483... Signature Adoption: Pre -selected Style Using IP Address: 72.240.159.202 DocuSign Status: Sent Envelope Originator: Crystal Westbrook 901 B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.104 Location: DocuSign Timestamp Sent: 7/23/2021 1:53:14 PM Viewed: 7/23/2021 2:44:45 PM Signed: 7/23/2021 2:45:33 PM Sent: 7/23/2021 2:45:36 PM Viewed: 7/23/2021 2:47:57 PM Signed: 7/23/2021 2:57:11 PM Sent: 7/23/2021 2:57:13 PM Viewed: 7/23/2021 4:49:30 PM Signed: 7/23/2021 4:51:24 PM Sent: 7/23/2021 4:51:26 PM Viewed: 7/23/2021 5:40:05 PM Signed: 7/23/2021 5:46:31 PM 507 Signer Events Brian Boerner brian.boerner@cityofdenton.com Director of Solid Waste Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/27/2021 11:15:05 AM ID: 3b 117fbb-1 fef-4359-89d4-8821 a4e2e6f9 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/21/2021 1:04:25 PM ID:51d1a73f-961c-4c48-b58a-ae1397dd508f In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature DocuSignetl by: E Vtadn bOt,Vtn t V DCD14331B89A4A9... Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 Signature Status Status Status Status Status COPIED Timestamp Sent: 7/23/2021 5:46:34 PM Viewed: 7/27/2021 11:15:05 AM Signed: 7/27/2021 11:16:22 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/23/2021 2:45:36 PM 508 Carbon Copy Events Status Timestamp Gretna Jones Sent: 7/27/2021 11:16:24 AM gretna.jones@cityofdenton.com ED Viewed: 7/27/2021 11:47:41 AM Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Randall Morris randall.morris@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/23/2021 1:53:14 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 509 Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Milton F. Knight, Brian Boerner, Rosa Rios 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. 510 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, 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. 511 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. 512 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1592, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with New Waste Concepts, Inc., for one (1) new CAPS F Series Hydro -Mulch Machine for the Solid Waste Landfill Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 7745 - awarded to New Waste Concepts, Inc., in the not - to -exceed amount of $164,530.00). City of Denton Page 1 of 1 Printed on 8/6/2021 powered by Legistar' 513 1%,1001110, DENTON DEPARTMENT: ACM: DATE: SUBJECT City of Denton AGENDA INFORMATION SHEET Procurement & Compliance David Gaines August 10, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with New Waste Concepts, Inc., for one (1) new CAPS F Series Hydro -Mulch Machine for the Solid Waste Landfill Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 7745 - awarded to New Waste Concepts, Inc., in the not -to -exceed amount of $164,530.00). INFORMATION/BACKGROUND The Solid Waste Landfill operation was authorized to use tarps as alternative daily cover (ADC) under the Texas Commission on Environmental Quality (TCEQ) MSW permit 1590A. An amendment to this permit was approved by the TCEQ on July 9, 2021. The amended permit, MSW 1590B, changes the current practice regarding the use of alternative daily cover (ADC). This request is for the authorization to purchase one (1) new CAPS F Series Hydro -Mulch Machine, for the Solid Waste Landfill to apply ADC at the Landfill working face. This acquisition intends to satisfy the requirements of MSW permit 1590B, ceasing the use of tarps as a method of alternative daily cover (ADC) with specific exceptions. TCEQ Permit 1590B specifically states the acceptability and use of New Waste Concepts (NWC) ConCover ProGuard SB product for daily cover. The specifications of the CAPS F Series Hydro -Mulch machine were intended to provide the Landfill with a machine with the capability to apply the authorized ConCover ProGuard SB product per the manufacturer's recommendations as outlined in the permit. Fleet Services recommends the purchase of the CAPS F Series Hydro -Mulch machine from NWC. Invitation for Bids was sent to 38 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. One (1) bid was received, and references were checked to ensure the vendor can provide the services requested in the Scope of Work. The department is awarding the contract to New Waste Concepts, Inc. NIGP Code Used for Solicitation: 810 - Spraying Equipment (Except Household, Nursery Plant, And Paint Notifications sent for Solicitation sent in IonWave: 38 Number of Suppliers that viewed Solicitation in IonWave: 10 HUB -Historically Underutilized Business Invitations sent out: 2 514 SBE-Small Business Enterprise Invitations sent out: 19 Responses from Solicitation: I 1 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 15, 2021, the City Council signed Ordinance Number 21-1190 referencing a settlement agreement relating to an amendment of MSW permit number 1590A. On August 9, 2021, this item will be presented to the Public Utilities Board (PUB) for consideration. RECOMMENDATION Award a contract with New Waste Concepts, Inc., for the purchase of one (1) new CAPS F Series Hydro - Mulch Machine for the Solid Waste Landfill Department, in a not -to -exceed amount of $164,530. PRINCIPAL PLACE OF BUSINESS New Waste Concepts, Inc. Perrysburg, OH ESTIMATED SCHEDULE OF PROJECT Delivery of the items will occur within 90 days after receipt of order. FISCAL INFORMATION These items will be funded from Solid Waste Certificates of Obligation Funds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Terry Kader, 940-349-8729. Legal point of contact: Marcella Lunn at 940-349-8333. 515 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO EXECUTE A CONTRACT WITH NEW WASTE CONCEPTS, INC., FOR ONE (1) NEW CAPS F SERIES HYDRO -MULCH MACHINE FOR THE SOLID WASTE LANDFILL DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 7745 - AWARDED TO NEW WASTE CONCEPTS, INC., IN THE NOT -TO -EXCEED AMOUNT OF $164,530.00). WHEREAS, the City has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and City ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies, or services as shown in the "Bid Proposals" submitted therefore; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the materials, equipment, supplies, or services as described in the "Bid Invitations", "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AMOUNT 7745 New Waste Concepts, Inc. $164,530.00 SECTION 2. That the acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for such items, and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager, or their designated representative, is hereby authorized to execute a written contract, which shall be attached hereto, in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Bid Proposal and related documents, and to extend that contract as determined to be advantageous to the City of Denton. 516 SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by . This ordinance was passed and approved by the following vote - ]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2021. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY Digitally signed by Marcella Lunn DR d-com, dc=cityofdenton, Groups, d,ou=Department Users mens,and fWp VAI IYI Groups, ou=General Government, ou=Legal, cn=Marcella Lunn, email=Marcella.Lun n@cityofdenton.com BY: Date: 2021.07.28 16:14:53 -05'00' 517 DocuSign Envelope ID: D7AD64D7-81FB-484D-A4AF-0153EA5118D3 I CITY OF DENTON Docusign City Council Transmittal Coversheet IFB 7745 File Name HYDRO MULCHER FOR LANDFILL Purchasing Contact Crystal Westbrook City Council Target Date Piggy Back Option Yes Contract Expiration Ordinance lb DS R 518 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND NEW WASTE CONCEPTS INC (Contract # 7745) THIS CONTRACT is made and entered into this date , by and between NEW WASTE CONCEPTS, INC a Ohio Corporation whose address is 26624 Glenwood Road, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products in accordance with the City's RFP #7745—Hydro Mulcher for Landfill, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton's RFP #7745 (Exhibit `B" on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C"); (d) Certificate of Interested Parties Electronic Filing (Exhibit "D"); (e) Contractor's Proposal. (Exhibit "E"); (f) Form CIQ — Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor Contract 7745 519 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 certifies that Contractor's signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CITY OF DENTON, TEXAS COTOl M i�ol� i BY: BY. Y: 4B83E62 DECA0483... AUTHORIZED SIGNATURE Printed Name: Milton F. Knight Title: CEO 4194663283 PHONE NUMBER mfknight@nwci.com EMAIL ADDRESS 2021-779955 TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. E DOCUSIgnedAby: (ov W). A83AA619E7314D7... SIGNATURE ethan cox PRINTED NAME General Manager of Public works TITLE Public works DEPARTMENT Contract 7745 ATTEST: ROSA RIOS, CITY SECRETARY C• APPROVED AS TO LEGAL FORM: DocuSigned by: EA BY: R�A4� In, 520 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 Exhibit A Special Terms and Conditions 1. The Ouantities The quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 2. Product Changes During Contract Term The Contractor 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 purchasing_(a,cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the contractor's expense. Products that have been installed will be replaced at the contractor's expense. 3. Authorized Distributor The Contractor shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. 4. Contract Terms The contract will be effective from date of award or notice to proceed with a purchase order as determined by the City of Denton Purchasing Department. 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. 5. Total Contract Amount The contract total shall not exceed $164,530. Pricing shall be per Exhibit E attached. 6. Delivery Lead Time Products or services will normally be delivered within 21 days after the receipt of order from the City. Contractor will provide written notice to the City of Denton Texas should delivery times increase by more than 15%. Such notice shall be directed to the Landfill Site manager. As a result of the current status of the economy, current delivery times on the cellulose portion of the NWCI products is 5 weeks. To the extent the product orders include dye packs (colorants) such orders should be placed 5-6 weeks in advance 7. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Contract 7745 521 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 • Delivery beyond contracted lead times • Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor's monthly profit margin. Contract 7745 522 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 F,xhihit r City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights-of-way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Contract 7745 523 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract 7745 524 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. Partial shipments shall be deemed to mean, a full shipment of either the chemical or cellulose component of the daily cover product of the Contractor, and such Partial shipments are hereby authorized by the City. Contractor shall provide a separate invoice for each such partial fulfillment of the Purchase Order sent for each shipment and delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract 7745 525 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. Separate shipments or deliveries of the chemical and cellulose components are authorized by the City, the Contractor will be paid for the chemical and the cellulose component shipments or deliveries, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all Contract 7745 526 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Such Contractor duties which are part of the contract and shall be reimbursed included the following: training on the operation of the CAPS machine, training on the loading of the machine, the blending and mixing of the Product, and the application methodologies of applying a daily cover. Such per diem rates and travel expense shall be listed on the Sales Order and Purchase Order and approved by the City of Denton Texas on an as needed basis. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. Contract 7745 527 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. Contract 7745 528 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in Contract 7745 529 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one parry to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other parry for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without Contract 7745 530 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods which have been ordered by the issuance of a completed order, but not yet delivered, and for services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. Goods are not ordered under this contract, even though this is a 3 year contract, until a separate written communication of the quantity is submitted in writing to the Contractor and the Contractor has confirmed in writing, his acceptance of the order. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, pandemics, limitations on work issued by the state or federal government or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, Contract 7745 531 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Contract 7745 532 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to Contract 7745 533 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, email, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to, New Waste Concepts Inc 26624 Glenwood Road Perrysburg, Ohio 43551 Attn: Milton F Knight, CEO mfknightgnwci.com fax: 419-492-9243 or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to: City of Denton 901B Texas Street Denton, Texas 76209 Attn: Purchasing Manager. Email: Purchasing_gCityofDenton.com 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contract 7745 534 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and Contract 7745 535 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City's Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall Contract 7745 536 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third parry beneficiaries to the Contract. The Vendor shall notify the City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved parry. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one parry, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. Contract 7745 537 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: Contract 7745 538 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or Contract 7745 539 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 1 O - IOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled 'Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. Contract 7745 540 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. Contract 7745 541 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Contractor terms and conditions Contract 7745 542 DocuSign Envelope ID: D7AD64D7-81 FB-484D-A4AF-0153EA5118D3 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at: https://www.ethics.state.tx.us/whatsnew/elf info_forml295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing�b,cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 — Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. Contract 7745 543 DocuSign Envelope ID: D7AD64D7-81FB-484D-A4AF-0153EA5118D3 New Waste Concepts Inc Line # Description QTY UOM Unit 1 Hydro-Mulcher for the use of spraying ConCover ProGuard SB2 and S133 Landfill Alternate Daily Cover. 1 EA $164,530.00 to � 7745 - Page 1 DocuSign Envelope ID: D7AD64D7-81FB-484D-A4AF-0153EA5118D3 Exhibit F CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. NEW WASTE CONCEPTS INC. 2 El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 1 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? = Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes = No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? = Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 X I have no Conflict of Interest to disclose. 5 DocuSigned by: 7/28/2021 doing business with the governmental entity Date 545 Certificate Of Completion Envelope Id: D7AD64D781FB484DA4AF0153EA5118D3 Subject: Please DocuSign: City Council Contract 7745 --Hydro Mulcher for Landfill Source Envelope: Document Pages: 28 Signatures: 4 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 7/27/2021 3:20:13 PM Signer Events Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Catherine Clifton, Interim City Attorney City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Milton F. Knight mfknight@nwci.com CEO Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/28/2021 10:43:27 AM ID:2a4a50b6-dc35-48b4-853a-a7e06779a7ea Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Signature Completed Using IP Address: 198.49.140.10 EiDS Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.104 DocuSigned by: C 8 RA 43 Signature Adoption: Pre -selected Style Using IP Address: 68.185.202.16 Do�cluSigned by: II � E l.lubV' �, �. p 4B83E62DECA0483... Signature Adoption: Pre -selected Style Using IP Address: 24.52.65.211 DocuSign Status: Sent Envelope Originator: Crystal Westbrook 901 B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Location: DocuSign Timestamp Sent: 7/27/2021 3:39:04 PM Viewed: 7/27/2021 3:40:30 PM Signed: 7/27/2021 3:41:56 PM Sent: 7/27/2021 3:41:59 PM Viewed: 7/28/2021 7:28:29 AM Signed: 7/28/2021 7:31:37 AM Sent: 7/28/2021 7:31:39 AM Viewed: 7/28/2021 10:32:02 AM Signed: 7/28/2021 10:39:53 AM Sent: 7/28/2021 10:39:56 AM Viewed: 7/28/2021 10:43:27 AM Signed: 7/28/2021 1:24:03 PM 546 Signer Events ethan cox ethan.cox@cityofdenton.com General Manager of Public Works Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/7/2018 4:24:18 PM ID: fee bacc3-1 51 e-47 b b-af6d-be8889ffcb35 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/28/2021 11:42:34 AM ID:d353febe-bb58-4600-a6c2-e16e25e34d5e In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature ED o..siq"ea ny: naanns's Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 Signature Status Status Status Status Status PIED Timestamp Sent: 7/28/2021 1:24:05 PM Resent: 7/28/2021 3:18:00 PM Viewed: 7/28/2021 3:26:43 PM Signed: 7/28/2021 3:26:55 PM ►Y7'iiia/f��:1f��lY�i[clf��:31.'�I���I Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/27/2021 3:41:59 PM 547 Carbon Copy Events Status Timestamp Gretna Jones Sent: 7/28/2021 3:26:57 PM gretna.jones@cityofdenton.com ED Viewed: 7/28/2021 4:01:56 PM Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Randall Morris randall.morris@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Terry Kader terry.kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/28/2021 7:24:11 AM ID:5d029bd1-1730-4517-9c39-1d45232c559b Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/27/2021 3:39:04 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 548 Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Milton F. Knight, ethan cox, Rosa Rios, Terry Kader 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. 549 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, 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. 550 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. 551 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1698, Version: 1 AGENDA CAPTION Consider approval of a resolution of the City Council of the City of Denton, Texas placing a proposal on the September 21, 2021, City Council public meeting agenda to adopt a 2021 Tax Rate that will exceed the lower of the no -new -revenue tax rate or the voter -approval tax rate; calling a public hearing on a tax rate to be held on September 14, 2021, and calling a budget public hearing on the Fiscal Year 2021-2022 Annual Program of Services of the City of Denton to be held on September 14, 2021; requiring publication of notices of the public hearings and meetings in accordance with the law; requiring the posting of the notices of the public hearings on the City's Internet website; requiring the posting of the notices on the City's public access channel; and providing an effective date. City of Denton Page 1 of 1 Printed on 8/6/2021 powered by Legistar' 552 11'1%1_0001� DENTON DEPARTMENT: Finance City of Denton AGENDA INFORMATION SHEET CMO/CFO: David Gaines DATE: August 10, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com SUBJECT Consider approval of a resolution of the City Council of the City of Denton, Texas placing a proposal on the September 21, 2021, City Council public meeting agenda to adopt a 2021 Tax Rate that will exceed the lower of the no -new -revenue tax rate or the voter -approval tax rate; calling a public hearing on a tax rate to be held on September 14, 2021, and calling a budget public hearing on the Fiscal Year 2021-2022 Annual Program of Services of the City of Denton to be held on September 14, 2021; requiring publication of notices of the public hearings in accordance with the law; requiring the posting of the notices of the public hearings on the City's Internet website; requiring the posting of the notices on the City's public access channel; and providing an effective date. BACKGROUND The Texas Constitution and Texas Property Tax & Local Government Codes require taxing units to comply with specific guidelines in adopting tax rates. The guidelines are related to a concept known as truth -in - taxation. This concept is a way to make taxpayers aware of tax rate proposals and allow taxpayers in certain circumstances, to rollback or limit a tax increase. The truth -in -taxation guidelines require taxing entities to calculate and publish their no -new -revenue and voter -approval tax rates. The no -new -revenue rate (formerly known as the effective rate) is the calculated rate that would provide the taxing unit approximately the same amount of revenue it received in the previous year on properties taxed in both years. This rate excludes taxes on properties no longer in the taxing unit and excludes any growth due to new property values. Based on the certified totals received from Denton Central Appraisal District (DCAD) on July 26th, the City of Denton's 2021 no -new -revenue tax rate is $0.565823/$100 valuation. The voter -approval rate (formerly known as the rollback rate) divides the total property tax revenue into support for maintenance and operations (M&O) taxes and debt service taxes. If a taxing unit adopts a tax rate higher than the voter -approval rate, an election must be held to seek voter approval of the tax rate. Based on the certified totals received from DCAD on July 26th, the City of Denton's 2021 voter -approval tax rate is $0.643404/$100 valuation. To provide a conservative revenue estimate, the City Manager's FY 2021-22 Proposed Budget recommended a tax rate of $0.590454 per $100 of valuation. To allow for flexibility during the budget process, staff recommends that the tax rate of $0.605454 be used for publication purposes. In addition, one public hearing will be called on the proposed tax rate on September 14, 2021. Publication of a quarter -page notice ("Notice of Meeting to Vote on Tax Rate") informing the public of the public hearing on the adoption 553 of the tax rate will also be published. Staff will continue to provide updates to City Council as additional information is received from DCAD. If, due to COVID-19 precautions and governmental orders, members of the public are not able to attend the hearings and meetings mentioned above in-person, members of the public will be able to participate in the meetings by calling (940) 349-7800 the day of the meetings beginning at 6:00 p.m. or by submitting a virtual white card pursuant to the process outlined at: https://www. cityofdenton. com/en-us/government/open/aeendas-minutes. In addition to the state requirements for the truth in taxation legislation, the City Charter and Chapter 102 of the Texas Local Government Code require the City Council to set a public hearing on the FY 2021-22 Annual Program of Services. In compliance with the City Charter and Chapter 102, we are also required to publish a notice of the public hearing in the Denton Record Chronicle not earlier than the 30th day or later than the 10th day before the date of the public hearing on the budget. The "Notice of Public Hearing on Budget" will be published in the Denton Record Chronicle. It will also be posted on the City of Denton's website, http://www.cityofdenton.com and air on the public access channel. RECOMMENDATION Staff recommends approval of the resolution. ESTIMATED SCHEDULE OF PROJECT September 14, 2021 Public Meeting on Tax Rate September 14, 2021 Public Hearing on Annual Program of Services September 21, 2021 Adopt Tax Rate and Budget EXHIBITS 1. Agenda Information Sheet 2. Resolution 3. Presentation Respectfully submitted: Cassey Ogden, 349-7195 Director of Finance Prepared By: Nick Vincent, 349-8063 Assistant Director of Finance 554 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS PLACING A PROPOSAL ON THE SEPTEMBER 21, 2021 CITY COUNCIL PUBLIC MEETING AGENDA TO ADOPT A 2021 TAX RATE THAT WILL EXCEED THE LOWER OF THE NO -NEW -REVENUE TAX RATE OR THE VOTER -APPROVAL TAX RATE; CALLING A PUBLIC HEARING ON A TAX RATE TO BE HELD ON SEPTEMBER 14, 2021, AND CALLING A BUDGET PUBLIC HEARING ON THE FISCAL YEAR 2021-2022 ANNUAL PROGRAM OF SERVICES OF THE CITY OF DENTON TO BE HELD ON SEPTEMBER 14, 2021; REQUIRING PUBLICATION OF NOTICES OF THE PUBLIC HEARINGS AND MEETINGS IN ACCORDANCE WITH THE LAW; REQUIRING THE POSTING OF THE NOTICES OF THE PUBLIC HEARINGS ON THE CITY'S INTERNET WEBSITE; REQUIRING THE POSTING OF THE NOTICES ON THE CITY'S PUBLIC ACCESS CHANNEL; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council desires to adopt the Fiscal Year 2021-2022 Annual Program of Services ("Budget") for the City of Denton, Texas; and WHEREAS, in order to adopt the Budget, the City Council must hold a public hearing on the Budget and provide notice of same in accordance with Article VIII "Budget" of the City Charter and other applicable law; and WHEREAS, the City Council desires to consider adopting a tax rate of $0.605454 per $100 valuation, which will exceed the lower of the no -new -revenue tax rate or voter -approval tax rate, in accordance with the requirements of the Texas Local Government Code Chapter 140 and Tax Code Chapter 26, as applicable; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings set forth in the preamble of this Resolution are incorporated by reference into the body of this Resolution as if fully set forth herein. SECTION 2. The City Council desires to consider adopting a tax rate for the 2021 tax year of $0.605454 per $100 valuation that will exceed the lower of the no -new -revenue tax rate or the voter -approval tax rate. SECTION 3. The City Council hereby approves the placement of an item on the September 21, 2021 City Council public meeting agenda to vote on a proposed tax rate of $0.605454 per $100 valuation that will exceed the lower of the no -new -revenue rate or the voter approval tax rate. The meeting to vote on a proposed tax rate will not be held until notice of the meeting to vote on a proposed tax rate has been published in the Denton Record Chronicle, a newspaper having general circulation within the City, in the form of the attached Notice of Meeting to Vote on Tax Rate, which is made a part of this Resolution for all purposes. The City Manager or his designee is directed to post the attached Notice of Meeting to Vote on Tax Rate on the City's Internet website and shall request that the City's public access television channel carry a 60 -second notice of the meeting to vote on a proposed tax rate at the times and for the periods and in accordance with the requirements of applicable law. 555 SECTION 4. The City Council hereby calls a public hearing on the proposed tax rate to be held at City Hall located at 215 East McKinney Street in Denton, Texas 76201 on September 14, 2021 at 6:30 p.m. The public hearing will not be held until after notice of the public hearing has been published in the Denton Record -Chronicle, a newspaper having general circulation within the City, in the form of the attached Notice of Public Hearing on Tax Increase, which is made a part of this Resolution for all purposes. The City Manager, or her designee, is hereby directed to publish said notice in accordance with this Resolution and in accordance with applicable law. The City Manager or her designee is directed to post the attached Notice of Public Hearing on Tax Increase on the City's Internet website and shall request that the City's public access television channel carry a 60 -second notice of the public meeting at the times and for the periods and in accordance with the requirements of applicable law. At the public hearing, the City Council will afford adequate opportunity for both proponents and opponents of the proposed tax rate to present their views. If, due to COVID-19 precautions and governmental orders, members of the public are not able to attend the hearings in-person, members of the public will be able to participate in the hearing by calling (940) 349-7800 the day of the meeting beginning at 6:00 p.m. or by submitting a virtual white card pursuant to the process outlined at haps://www. cilyofdenton. com/en-us/government/open/agendas-minutes. SECTION 5. The City Council hereby calls a public hearing on the proposed Budget to be held at City Hall located at 215 East McKinney Street in Denton, Texas 76201 on September 14, 2021 at 6:30 p.m. The public hearing will not be held until notice of the public hearing has been published in the Denton Record -Chronicle, a newspaper having general circulation within the City, in the form of the attached Notice of Public Hearing on Budget, which is made a part of this Resolution for all purposes. This notice shall be published not earlier than the 30th or later than the 10th day before the date of the public hearing. The City Manager, or her designee, is hereby directed to publish said notice in accordance with this Resolution and in accordance with Article VIII of the City Charter, Chapter 102 of the Texas Local Government Code and all other applicable law. The City Manager, or her designee, is directed to post the attached Notice of Public Hearing on Budget on the City's Internet website and shall request that the City's public access television channel carry a 60 -second notice of the public hearing at the times and for the periods and in accordance with the requirements of applicable law. At the public hearing, the City Council will afford adequate opportunity for both proponents and opponents of the proposed budget to present their views. If, due to COVID-19 precautions and governmental orders, members of the public are not able to attend the hearings in-person, members of the public will be able to participate in the hearing by calling (940) 349-7800 the day of the meeting beginning at 6:00 p.m. or by submitting a virtual white card pursuant to the process outlined at https://www. cilyofdenton. com/en-us/government/open/agendas-minutes SECTION 6. This Resolution shall become effective immediately upon its passage and approval at a regular meeting of the City Council of the City of Denton, Texas on this the 10th day of August, 2021, at which meeting a quorum was present and the meeting was held in accordance with the provisions of Tex. Gov't Code §551.001, et seq. The City Secretary is hereby directed to record this Resolution and the vote on the proposal to place the item for adoption of a 2021 tax rate on the September 21, 2021 City Council agenda. The motion to approve this Resolution was made by and seconded by . The Resolution was passed and approved by the following vote Page 2 556 ALe Nva Abstain Absent Gerard Hudspeth, Mayor: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Allison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2021. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY Digitally signed by Mack Reinwand 'W�'IS J Date: 2021.08.06 15:49:41 BY: dr C� -05'00' Page 3 557 NOTICE OF PUBLIC HEARING ON TAX INCREASE A tax rate of S0.605454 per S100 valuation has been proposed by the governing body of CITY OF DENTON. PROPOSED TAX RATE $0.605454 per 5100 NO -NEW -REVENUE TAX RATE $0.565823 per $100 VOTER -APPROVAL TAX RATE $0.643404 per $100 The no -new -revenue tax rate is the tax rate for the 2021 tax year that will raise the same amount of property tax revenue for CITY OF DENTON from the same properties in both the 2020 tax year and the 2021 tax year. The voter -approval rate is the highest tax rate that CITY OF DENTON may adopt without holding an election to seek voter approval of the rate. The proposed tax rate is greater than the no -new -revenue tax rate. This means that CITY OF DENTON is proposing to increase property taxes for the 2021 tax year. A PUBLIC HEARING ON THE PROPOSED TAX RATE WILL BE HELD ON September 14, 2021 AT 6:30pm AT Denton City Hall 215 E. McKinney Street Denton, TX 76201. A PUBLIC MEETING TO VOTE ON THE PROPOSED TAX RATE WILL BE HELD ON September 21,2021 AT 6:30pm at Denton City Hall 215 E McKinney Street Denton, TX 76201. The proposed tax rate is not greater than the voter -approval tax rate. As a result, CITY OF DENTON is not required to hold an election at which voters may accept or reject the proposed tax rate. However, you may express your support for or opposition to the proposed tax rate by contacting the members of the City of Denton of CITY OF DENTON at their offices or by attending the public hearing mentioned above. If, due to COVID-19 precautions and governmental orders, member of the public are not able to attend the hearings and meetings mentions above in-person, members of the public will be able to participate in the meetings by calling (940) 349-7800 the day of the meetings beginning at 6:00p.m. or by submitting a virtual white card pursuant to the process outlined at https://www.cityofdenton.com/en-us/government/open/agendas-minutes. YOUR TAXES OWED UNDER ANY OF THE RATES MENTIONED ABOVE CAN BE CALCULATED AS FOLLOWS: Property tax amount= (tax rate) x (taxable value of your property)/100 558 (List names ofall member of the governing body below, showing how each voted on the proposal to consider the tax increase or, if one or more were absent, indicating absences) Gerard Hudspeth, Mayor: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: The 86th Texas Legislature modified the manner in which the voter -approval tax rate is calculated to limit the rate of growth of property taxes in the state. The following table compares the taxes imposed on the average residence homestead by CITY OF DENTON last year to the taxes proposed to be imposed on the average residence homestead by CITY OF DENTON this year. For assistance with tax calculations, please contact the tax assessor for CITY OF DENTON at 940- 349-3500 or tnt@dentoncounty.gov, or visit tax.dentoncounty.gov for more information. 559 2020 2021 Change $0.590454 $0.605454 increase of $0.015000, or Total tax rate (per $100 of value) 2.54% Average homestead $255,964 $275,361 increase of $19,397, or taxable value 7.58% Tax on average $1,511.35 $1,667.18 increase of $155.83, or homestead 10.31% Total tax levy on $69,061,271 $76,419,092 increase of $7,357,821, all properties or 10.65% For assistance with tax calculations, please contact the tax assessor for CITY OF DENTON at 940- 349-3500 or tnt@dentoncounty.gov, or visit tax.dentoncounty.gov for more information. 559 NOTICE OF PUBLIC HEARING ON BUDGET The City Council for the City of Denton, Texas, will hold a public hearing on the Fiscal Year 2021- 22 Annual Program of Services ("Budget"), on Tuesday, September 14, 2021 at 6:30 p.m. in the City Council Chambers at City Hall, located at 215 East McKinney Street in Denton, Texas, 76201. The meeting will be held for the purpose of receiving community input on the Budget. A public meeting to vote on the Budget will be held on September 21, 2021 at 6:30pm at Denton City Hall 215 E. McKinney Street Denton, TX 76201. THIS BUDGET WILL RAISE MORE TOTAL PROPERTY TAXES THAN LAST YEAR'S BUDGET BY $596719490 OR 8% AND OF THAT AMOUNT $3,398,518 IS TAX REVENUE TO BE RAISED FROM NEW PROPERTY ADDED TO THE TAX ROLL THIS YEAR. All interested citizens are encouraged to attend and express their views. If, due to COVID-19 precautions and governmental orders, members of the public are not able to attend the hearings in- person, members of the public will be able to participate in the hearing calling (940) 349-7800 the day of the meetings beginning at 6:00 p.m. or by submitting a virtual white card pursuant to the process outlined at https://www.cityofdenton.com/en-us/government/open/agendas-minutes. 560 August 10, 2021 ID 21-1698 2021-22 Iget & Tax Rate Department 561 Assessed Value and Tax Rate Assumptions • Total Certified Appraised Value is $14.403 billion (excluding TIRZ) 7.88% increase compared to 2020 value of $13.6 billion $820.9 million increase in value $461 million in new value • Includes $1,779,865,089 in frozen properties General Government $ 13,351,026,858 $ 14,402,513,346 $ 1,051,486,488 Downtown $ 145,721,405 $ 145,860,728 $ 139,323 TIRZ Westpark TIRZ $ 70,170,628 $ 90,748,888 $ 20,578,260 7.9% $409,046,319 0.10% $247,481 29.33% $52,018,878 562 August 10, 2021 ID 21-1698 Tax Rate Descr No -new -revenue rate Voter approval rate FY 2020-2021 Proposed Budget Published Max Tax Rate k� Tax Rate $0.565823/$100 valuation $0.643404/$100 valuation $0.590454/$100 valuation $0.605454/$100 valuation • The proposed budget includes a tax rate equal to the current tax rate of $0.59045. • To allow for flexibility, published max tax rate recommendation is $0.605454. 563 August 10, 2021 ID 21-1698 Public Hearings Public Hearings are scheduled for September 14, 2021. Both hearings are required prior to before adoption. Public Meeting on Tax Rate Public hearing is requirement if max tax rate exceeds the no -new -revenue rate or the voter approval rate. Proposed max tax rate exceeds the no -new -revenue rate or the voter approval rate. A public meeting is required before the tax rate is adopted. Citizens have opportunity to provide input on proposed tax rate and budget during public hearings. 564 August 10, 2021 ID 21-1698 Next Steps September 14, 2021 — Budget & Tax Rate Hearings September 21, 2021 — Budget, CIP, Tax Rate Adoption 565 August 10, 2021 ID 21-1698 Questions ? 566