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Home My WebLink About2021-08-17 Agenda and BackupCit of Denton City Hall Y 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com MENTON Meeting Agenda City Council Tuesday, August 17, 2021 3:00 PM Council Chambers WORK SESSION BEGINS AT 3:00 P.M. MEETING IN THE COUNCIL CHAMBERS REGULAR MEETING BEGINS AT 6:30 P.M. 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 13, the agenda was posted online at www.cityofdenton.com/publicmeetings. Once the agenda is posted, a link to the Virtual White Card, an online form, will be made available under the main heading on the webpage. Within this form, citizens may indicate support or opposition and submit a brief comment about a specific agenda item. Comments may be submitted up until the start of the meeting, at which time, the Virtual White Card form will be closed. Similar to when a citizen submits a white card to indicate their position on the item, these comment forms will be sent directly to City Council members and recorded by the City Secretary. City Council Members review comments received in advance of the meeting and take that public input into consideration prior to voting on an agenda item. The Mayor will announce the number of Comment Cards submitted in support or opposition to an item during the public comment period. Comments will not be read during the meeting. The City Secretary will reflect the number of comments submitted in favor/opposition to an item, the registrant's name, address, and (summary of) comments within the Minutes of the Meeting, as applicable. OR • By phone — Citizens wishing to speak over the phone during this Council meeting, may call (940) 349-7800 beginning 30 minutes prior to the meeting start time. Comments by phone will be accepted until the item is opened for discussion by the Council. When the call is initially received, a staff member will receive the caller's information and either: 1) offer to call the citizen back when it is time for them to speak, or 2) record the caller's information, support or opposition, and comment. If the caller chooses to record their support or opposition, rather than speaking during the meeting, the Mayor will announce the number of comments submitted in support or opposition to the item. If the caller wishes to receive a call back, the voice of each caller will be broadcast into the meeting during the public commenting time of their desired agenda item. Individuals will be able to comment once per agenda item, no matter the method. • At regular meetings only, citizens can speak on any topic that is not on the agenda (Open Microphone). Alert the call taker if you wish to speak under the Open Microphone category. If you would like to give a public report, see the information below. After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, August 17, 2021, at 3:00 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: Page 1 Printed on 8/18/2021 1 City Council WORK SESSION 1. Citizen Comments on Consent Agenda Items Meeting Agenda August 17, 2021 This section of the agenda allows citizens to speak on any item listed on the Consent Agenda prior to its consideration. Each speaker will be given a total of three (3) minutes to address any item(s). Any person who wishes to address the City Council regarding these items may do so by utilizing the "By Phone" registration process as referenced under the REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL detailed at the beginning of this agenda. Registration is required prior to the time the City Council considers this item. Registrants may call in and remain on hold or receive a call back at the time the Work Session is called to Order and are encouraged to ensure they remain accessible to accept the call. 2. Requests for clarification of agenda items listed on this agenda. 3. Work Session Reports A. ID 21-1361 Receive a report, hold a discussion, and give staff direction regarding an incentive application for Safran Electrical Components USA, Inc, a subsidiary of Safran Electrical & Power. B. ID 21-1271 Receive a report, hold a discussion, and give staff direction regarding City of Denton policies related to development districts including, but not limited to, tax increment reinvestment zones, public improvement districts, municipal management districts, municipal development districts, and municipal utility districts. C. ID 21-459 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. D. ID 21-1090 Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) The adoption of an action plan for bicycle friendly communities. Following the completion of the Work Session, the City Council will convene 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: A. ID 21-1411 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive competitive and financial public power information from staff related to a power purchase agreement between the City of Denton, as the seller of power and electric energy services, and Texas Woman's University, as buyers of power and electric energy services; discuss and deliberate actions regarding the same. Consultation with the City's Page 2 Printed on 8/18/2021 K City Council Meeting Agenda August 17, 2021 attorneys regarding legal issues associated with the above matters where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. Any final action, decision, or vote on a matter deliberated in a Closed Meeting will only be taken in an Open Meeting that is held in compliance with Texas Government Code, Chapter 551, except to the extent such final decision, or vote is taken in the Closed Meeting in accordance with the provisions of Section 551.086 of the Texas Government Code (the `Public Power Exception'). The City Council reserves the right to adjourn into a Closed Meeting or Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda or to reconvene in a continuation of the Closed Meeting on the Closed Meeting items noted above, in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.086 of the Texas Open Meetings Act. NOTE: Any item for which a formal action at the Regular Meeting has been taken by Council may be subject to a request for a motion for reconsideration at any time during the meeting, at the Concluding Items Section, or after the meeting. In order to comply with the Texas Open Meetings Act, a request for a motion for reconsideration made during, at the end of, or after a Council meeting will be placed on the agenda and considered at the next official meeting of the City Council. AFTER DETERMINING THAT A QUORUM IS PRESENT, THE REGULAR MEETING OF THE CITY OF DENTON CITY COUNCIL WILL CONVENE AT 6:30 P.M. IN THE COUNCIL CHAMBERS AT CITY HALL, 215 E. MCKINNEY STREET, DENTON, TEXAS AT WHICH THE FOLLOWING ITEMS WILL BE CONSIDERED: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag "Honor the Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and indivisible." 2. PROCLAMATIONS/PRESENTATIONS 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Reports from members of the public shall be received through the following two (2) methods. A total of up to seven (7) speakers are permitted to provide public comment and may include any combination of prior registration and open microphone speakers. 1) Pre -registration. This section of the agenda permits any person who has registered in advance to make a citizen report regarding a public business item he or she wishes to be considered by the City Council. Each speaker is allowed a maximum of four (4) minutes to present their report. At the conclusion of each report, the City Council may pose questions to the speaker or may engage in discussion. If the City Council believes that a speaker's report requires a more detailed review, the City Council will give the City Manager or City Staff direction to place the item on a future work session or regular meeting agenda and advise staff as to the background materials to be desired at such meeting. a. ID 21-1774 Mr. Edward Sanders regarding masks in schools and defiance of the Governor. Page 3 Printed on 8/18/2021 3 City Council Meeting Agenda August 17, 2021 2) Open Microphone. This section of the agenda permits any person who has not registered in advance for a citizen report to make comments about public business items not listed on the agenda. Such person(s) shall have registered using the "Virtual White Card" or `By Phone" process outlined by the City on its website or meeting notice. During open microphone reports under this section of the agenda, the Council may listen to citizens speak. However, because notice of the subject of the open microphone report has not been provided to the public in advance, the Texas Open Meetings Act limits any deliberation or decision by the Council to: a proposal to place the item on a future agenda; a statement of factual information; or a recitation of existing policy. Council Members may not ask the open microphone speakers questions or discuss the items presented during open microphone reports. NOTE: If audio/visual aids during presentations to Council are needed, they must be submitted to the City Secretary 24 hours prior to the meeting. 4. 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 — K). 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 21-1352 Consider nominations/appointments to the City's Boards, Commissions, and Committees: Animal Shelter Advisory Committee, Board of Ethics, Committee on Persons with Disabilities, Community Services Advisory Committee, Health & Building Standards Commission, Historic Landmark Commission, Library Board, Parks, Recreation & Beautification Board, Planning & Zoning Commission, Public Art Committee, Public Utilities Board, and Zoning Board of Adjustment. B. ID 21-1700 Consider approval of a resolution of the City of Denton providing the July 28, 2021 meeting absence of a Planning and Zoning Commission Member be excused; and declaring an effective date. C. ID 21-1722 Consider approval of a resolution of the City of Denton providing the August 5, 2021 meeting absence of a Public Art Committee Member be excused; and declaring an effective date. D. ID 21-1481 Consider approval of a resolution of the City Council of the City of Denton confirming the City Manager's reappointment of Jaime Blanton to the Civil Service Commission to serve for the term beginning September 1, 2021, and ending on August 31, 2024; and providing an effective date. E. ID 21-1556 Consider approval of a resolution of the City of Denton ratifying a letter of support to the Texas Commission on the Arts for an application by the Denton Festival Foundation for Page 4 Printed on 8/18/2021 4 City Council Meeting Agenda August 17, 2021 the Arts Respond Project - Economic Development grant in the amount of $12,000 for marketing and promotion related to the 2022 Arts and Jazz Festival; and providing an effective date. F. ID 21-1582 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, approving a power purchase agreement between the City and Texas Woman's University, a Texas Higher Education Institution; providing for the expenditure of funds; and providing for an effective date. G. ID 21-1327 Consider adoption of an ordinance of the City Council of the City of Denton authorizing the City Manager to execute an agreement with the Denton Central Business District Association, Inc. dba Denton Main Street Association to allow the Denton Main Street Association to hire a program manager and support programming for the Texas Main Street Locally Designated Program; and providing an effective date. H. ID 21-1627 Consider approval of a resolution of the City of Denton nominating PACCAR, Inc., to the Office of the Governor Economic Development and Tourism through the Economic Development Bank as an Enterprise Project; and providing an effective date. The Economic Development Partnership Board recommends approval (9-0). I. ID 21-1596 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 FARO Technologies, Inc., for the FARO 3D Laser Scanner System Upgrade for the Police Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7681 - awarded to FARO Technologies, 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 $77,400.00). J. ID 21-1643 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, rejecting any and all competitive proposals under RFP 7696 for Fire Hydrant Maintenance; and providing an effective date (RFP 7696). The Public Utilities Board recommends approval (5 - 0). K. ID 21-1692 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 Joe Goddard Enterprises, LLC, for the preventative maintenance and repair of outdoor early warning sirens for the Fire Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7728 - awarded to Joe Goddard Enterprises, LLC, for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not -to -exceed amount of $639,314.00). 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 21-1781 Consider adoption of an ordinance of the City of Denton, Texas, reappointing Tyler Atkinson as the Presiding Judge with a two-year term commencing on July 24, 2021, and ending on July 24, 2023; approving a salary increase for the Presiding Judge Tyler Atkinson under the performance review provision of his employment agreement with the city; paying the presiding judge's percentage of cost for his participation in the Texas Municipal Retirement System (TMRS); contributing 6% of the presiding judge's annual Page 5 Printed on 8/18/2021 City Council Meeting Agenda August 17, 2021 base salary to the ICMA-RC's 457 plan; increasing the Presiding Judge's car allowance to $400; authorizing the Mayor to execute the Presiding Judge's employment agreement; authorizing expenditure of funds; and providing an effective date. B. ID 21-1783 Consider adoption of an ordinance of the City of Denton, Texas, approving a salary increase for the City Auditor, Madison Rorschach under the performance review provision of her employment agreement with the City; extending the term of the City Auditor's employment agreement until August 7, 2025; paying the City Auditor's percentage of cost for her participation in the Texas Municipal Retirement System (TMRS); contributing 6% of the City Auditor's annual base salary to the ICMA-RC's 457 plan; authorizing the Mayor to execute the City Auditor's first amended employment agreement; authorizing expenditure of funds; and providing an effective date. C. ID 21-1329 Consider adoption of an ordinance of the City of Denton amending the provisions of Chapter 6 of the Code of Ordinances by amending Section 6-2 "definitions" by providing definitions for key terms and removing the definition of "dangerous animal" to replace it with the definition of "dangerous dog"; by amending Article II of Chapter 6 of the Code of Ordinances regarding dangerous dogs by changing the title of Article 11 to "dangerous dogs and aggressive dogs"; amending the complaint filing process, outlining ramifications for failure to comply, and outlining and implementing a dangerous and aggressive dog registry; providing for a severability clause; providing for a savings clause; providing for a penalty; providing for codification; and providing an effective date. D. ID 21-1328 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a renewal letter to extend the agreement between the City of Denton and the Denton Chamber of Commerce regarding an economic development program for Fiscal Year 2021-2022; authorizing the expenditure of funds; and providing an effective date. The Economic Development Partnership Board recommends approval (8-0). E. ID 21-1334 Consider nominations/appointments to the City's Economic Development Partnership Board. F. ID 21-1691 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager to execute a Construction Manager at Risk Contract with Balfour Beatty Construction, LLC, for the renovation of the Loop 288 Project, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7671 - CMAR awarded to Balfour Beatty Construction, LLC, in the not -to -exceed amount of $5,000.00 for pre -construction services). G. ID 21-1689 Consider adoption of an ordinance of the City of Denton, Texas, establishing a Sustainability Framework Fund; committing revenues of the City to the Sustainability Framework Fund; providing a severability clause; and providing an effective date. 6. PUBLIC HEARINGS A. PD21-0002b Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a request to rezone approximately 32.11 acres from Mixed Use Regional (MR) District to a Planned Development (PD) District. The site is generally Page 6 Printed on 8/18/2021 6 City Council Meeting Agenda August 17, 2021 located south of North Loop 288, southwest of Hwy 77 (North Elm Street), and west of North Bonnie Brae Street, in the City of Denton, Denton County, Texas. (PD21-0002b, Christopher Todd Communities, Julie Wyatt) THIS ITEM HAS BEEN POSTPONED TO A DATE UNCERTAIN. B. Z21 -0009a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Residential Rural (RR) District to a Residential 1 (Rl) District on approximately 2.990 acres of land generally located approximately 830 feet north of the Bonnie Brae Street and Allred Road intersection, in the City of Denton, Denton County, Texas; adopting an amendment to the City's official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. The Planning and Zoning Commission voted [6-0] to approve the request. (Z21 -0009a, Reese Single -Family Rezoning, Cameron Robertson). C. Z21 -0007e Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from Public Facilities (PF) District to Light Industrial (LI) District on approximately 30.43 acres of land generally located on the south side of Jim Christal Road, approximately 900 feet east of Thomas J Egan Road, in the City of Denton, Denton County, Texas; adopting an amendment to the City's official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing a severability clause and an effective date. The Planning and Zoning Commission voted [6-0] to approve the request. (Z21 -0007e, Jim Christal Road Rezoning, Karina Maldonado) 7. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. CERTIFICATE I certify that the above notice of meeting was posted on the 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 13, 2021, in advance of the 72 -hour posting deadline, as applicable, and in accordance with Chapter 551 of the Texas Government Code. Page 7 Printed on 8/18/2021 City Council Meeting Agenda August 17, 2021 CITY SECRETARY NOTE: THE CITY OF DENTON'S DESIGNATED PUBLIC MEETING FACILITIES ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE ACCOMMODATION, SUCH AS SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED, IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 940-349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1 -800 -RELAY -TX SO THAT REASONABLE ACCOMMODATION CAN BE ARRANGED. Page 8 Printed on 8/18/2021 8 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 21-1361, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding an incentive application for Safran Electrical Components USA, Inc, a subsidiary of Safran Electrical & Power. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarTM n 1"I&IMMM DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Economic Development ACM: David Gaines DATE: August 17, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com SUBJECT Receive a report, hold a discussion, and give staff direction regarding an incentive application for Safran Electrical Components USA, Inc, a subsidiary of Safran Electrical & Power. The Economic Development Partnership Board recommends approval (8-0). BACKGROUND Company A leader in its field with over 60 years' experience, Safran Electrical Components (SEC), a subsidiary of Safran Electrical & Power, specializes in the design and manufacture of electrical interconnect components. Safran Electrical & Power has 5 Operational Divisions that includes 11,500 employees spread across 51 sites which includes manufacturing, engineering and services sites. These sites are located in 13 different countries. Safran Electrical & Power has 8 sites located in the US with, approximately 1,149 employees. The company's products are widely used on large civil aircraft, regional aircraft, and business jets, as well as military jets and helicopters. SEC supplies a large number of backshells, conduits, sleeves, and accessories for cable protection and routing to both aircraft manufacturers, and their suppliers. The company also produces landing gear electrical dress kits for the entire range of Airbus commercial aircraft, and for the Boeing 737 and 787 and in addition the G500/600 aircraft wing electrical system for Gulfstream. The company specializes in the following areas: • Electrical interconnect components: • Backshells and fittings • Conduits and sleeves • Fluid conveyance • Convoluted PTFE hose and hose assemblies • Flight refueling hoses • Rigid tubes and special fittings • Engine build-up kits • Power contacts • Lamella contact band • Specialized connectors • Build -to -spec harnesses • Landing gear dress kits 10 Project SEC is considering relocation its Santa Rosa, California facility to Denton, Texas, where it will be collocated with the existing Denton Safran Electrical & Power facility at 3790 Russell Newman Blvd. Like most of the aerospace industry, Safran and its subsidiaries have suffered tremendous economic distress throughout the pandemic and the resulting impacts on the airline industry. As a result, Safran is consolidating its workforce into fewer facilities. Incentive Application and Other Considerations SEC and SEP have the option to relocate the SEC operations jobs at their other facilities, but their corporate headquarters has expressed a desire to move the SEC California facility to Denton. The company submitted an application for incentives and requests consideration of a business expansion grant as allowed through the City of Denton Policy for Tax Abatements and Incentives. For additional information, please see Exhibit 2. POLICY CONSIDERATIONS The following provisions and criteria of the Policy for Tax Abatements and Incentives have been met by the applicant. Under the Policy, the application would qualify for consideration under the Chapter 380 program and the Economic Development Investment Fund. PolicyGeneral The City is committed to promoting economic growth and redevelopment that: 1. Expands and diversifies the tax base; 2. Creates quality jobs; 3. Enhances quality of life for residents; ❑X 4. Protects human health and the environment; and ❑ 5. Secures new customers for municipal utilities. ❑ Target Industry Sector 1. Aviation/aerospace ❑X 2. Advanced manufacturing ❑ 3. Renewable energy ❑ 4. Research and development ❑ 5. Information technology ❑ 6. Supply chain for existing primary employers ❑ 7. Significant consumer of municipal utilities Priority i d• i ❑ 1. Promoting business and community investment. 2. Expanding and diversifying the tax base. 3. Promoting public-private partnerships in investment. 4. Increasing jobs with wages above Denton County's median. ❑X 5. Increasing percentage of jobs paying $75,000 per year or more. ❑ 6. Encouraging higher -skilled and knowledge-based jobs. 7. Causing infill redevelopment to reduce urban sprawl or to encourage other desirable development. 8. Encouraging start-up and small businesses to promote entrepreneurship and innovation. ❑ 9. Generating new customers for municipal utilities. ❑ 10. Engaging in sustainable practices or activities. ❑ 11 Chapter :i Grants or LoansConsiderations 1. Targeted industry cluster or supply chain recruitment initiatives. ❑X 2. Capital grants or loans for start-up and small businesses to promote entrepreneurship. ❑ 3. Grants to offset costs associated with public infrastructure improvements or impact fees. ❑ 4. Cash incentives to gain a competitive position when in direct competition for a project. ❑X 5. Increase the percentage of jobs paying $75,000 per year or more. 6. Net new jobs with wages above Denton County's median wage. 7. Any other activity which the City Council determines meets a specific public purpose for economic development. Relocation of co orate headquarters) Economic Development of 1. Higher wage or knowledge-based jobs. ❑X 2. Substantial capital investment (minimum of $15 million). ❑ 3. Recruitment of industry sector targets. ❑X APPLICATION INFORMATION SEC is proposing to relocate 157 jobs from the Santa Rosa, California facility to an existing facility in Denton, expanding their local operations. While SEC will invest in equipment and improvements in the Denton facility to accommodate the new jobs, the primary basis of this application is a job -based grant. As such, staff reviewed the application with that in mind, taking into consideration the significant job growth in Denton, proposed improvements, existing and new high -wage jobs; and the expansion of a targeted sector businesses with strong ties to the community. The project seeks to reduce impact of relocation, expansion, and site improvement costs and encourage high -wage job creation through company expansion. The corporate offices have indicated that other locations in the U.S. are under consideration for this relocation and incentives will be considered as part of their final decision, especially since they will need a local incentive for the application to the Texas Enterprise Zone program. A summary of the fiscal information is included below. Application Information — Capital Investment This project includes the investment in new equipment and improvements at the existing facility. It is estimated that SEC would bring an additional $1.7 million in improvements in addition to the job creation. Based on staff analysis, the increase in taxable value will generate an estimated $10,037 in additional annual property tax revenue to the City of Denton. Wage and Employment Summary A summary of the applicant's job and wage information is outlined in the table below. The project will bring or create a total of 157 jobs over the life of the project. The weighted average wage of all positions is $57,505, with a total estimated payroll of $9 million over the term. SEC's weighted average wages exceed both the Denton County average and median wages in the amount of $48,818 and $43,287, respectively. iV Wage Data Wage Range MMMP�� Total Positions $35,000 to $44,999 61 $45,000 to $54,999 48 $55,000 to $64,999 3 $65,000 to $74,999 23 $75,000 to $84,999 3 $85,000 to $94,999 2 $95,000 or greater 17 Total Jobs 157 Total Estimated Payroll $9,028,272 Weighted Avg. Annual Wage $57,505 Number (Percent) of Jobs Above Denton County Avg. 52(33%) Number (Percent of Jobs Above Denton County Median) 98(64%) Number Percent of Job Above $65,000 29% Number Percent of Jobs Above $75,000 14% RECOMMENDATION SEC requested consideration of a business expansion grant. Staff recommends the primary grant be a Chapter 380 performance and job -based grant with the terms outlined below. All components of the recommended incentive package are performance based, and performance must be demonstrated and certified by the City prior to payment. The proposed term of the agreement is 5 years, with a commencement date to be determined. Each grant component is a not -to -exceed amount, with a total incentive amount of not -to -exceed $175,125. Staff Recommended Incentive Package Incentive Packae "Localncentives Chapter 380 Grant Relocation/Expansion Grant $50,000 Job -based Performance Grant $101,500 Residency Bonus Grant $23,625 Total Chapter 380 Grant $175,125 The project is also eligible to be nominated to the Texas Enterprise Zone Program and Safran has indicated they intend to apply to TEZ if they are nominated. Staff estimates that this Program could have a value of up to $392,500 (or more depending on the application) for the applicant but does require a separate State approval process. Project Benefits Staff conducted significant analysis on the information provided by the company to ensure stated policy criteria were met and determine both qualitative and quantitative public benefits. Staff also used an economic impact analysis model to quantify the economic impact and rate of return. 13 Qualitative Benefits • Quality jobs created and investment inhuman capital. • Pipeline for university training programs and reduction of brain drain. • Expansion of an existing company with strong community involvement. • Diversify tax base. Quantitative Benefits • 10 -year net benefits estimated at $195,396 for City of Denton. • 157 new direct jobs at average annual wage of $57,505. o 118.8 spin-off jobs supported at average wage of $34,264. • Rate of Return: 21.2% • Payback period: 4.8 years PRIOR ACTION/REVIEW (Council, Boards, Commissions) August 11, 2021 — The Economic Development Partnership Board reviewed the incentive application and recommended the incentive package as presented (8-0). F,XHTRIT'S 1. Agenda Information Sheet 2. Incentive Application 3. Presentation Respectfully submitted: Jessica Rogers Director of Economic Development Prepared by: Erica Sullivan Economic Development Analyst 14 C2 - Restricted Economic Incentive Application City of Denton, TexasCITY n FW version 07012019 DENTON The City of Denton's Economic Development Department will use your responses to this application to prepare an economic impact analysis of your location or expansion project. Please enter the required information in the shaded cells or check boxes. If you have additional notes or information to include, insert rows or use Column K. Please attach any revelant maps, plats, metes and bounds, or renderings. Only complete applications will be considered. If you need assistance, call (940) 349-7776. Please email the completed questionnaire to Erica.Sullivan@cityofdenton.com PLEASE COMPLETE PAGES (TABS) 1 - 7 GENERAL INFORMATION — ■ Today's date: 7/9/2021 Company contact inforrr Name: Safran Electrical Components USA Inc. Address: 3780 Flightline Dr. City, State, ZIP: Santa Rosa, CA. Website: www-safran-electrical-power.com Person submitting the questionnaire: Name: Carl Johnson Phone: 940-272-5571 Title: Director of Contracts Fax: 940-272-5716 Email: carl.johnson@safrangroup.com Person responsible for grant administration: Name: Carl Johnson Phone: 940-272-5571 Title: Director of Contracts Fax: 940-272-5716 Email: carl.johnson@safrangroup.com Brief description of company's history including current operations: ■ A leader in its field, with over 60 years' experience, Safran Electrical Components, a subsidiary of Safran Electrical & Power, specialises in the design and manufacture of electrical interconnect components. Company ownership: ❑ Privately Held V Publicly Traded Business form: ❑✓ Corporation ❑ Joint venture ❑ Partnership ❑ Sole Proprietorship Parent company (if applicable): Company's primary 6 -digit North American Industry Classification System (NAICS) Code: 336413 Zodiac US Corp. Is the project a relocation of an existing facility to Denton from another location? ❑✓ Yes ❑ No If yes, give current location: Santa Rosa, California 15 C2 - Restricted Economic Incentive Application Please provide a brief description of the project in Denton (activities to be performed, products to be produced, services to be provided). 250 word limit. Safran Electrical Components (SEC) is considering re -locating it's Santa Rosa, California facility to Denton, Texas. SEC is hopeful to co -locate with its Safran company affiliate, currently located in Denton, Texas (Safran Electrical & Power USA, LLC. located at 3790 Russell Newman Blvd. Safran Electrical Components would transfer approximately 157 employees work from Santa Rosa, California to Denton, Texas. SEC is a manufacturing company whom specializes in the aerospace businsss. SEC produces products for aircraft such as large numbers of backshells, conduits, sleeves, and accessories for cable protection and routing to both aircraft manufacturers, and their suppliers. The company also produces landing gear electrical dress kits for the entire range of Airbus commercial aircraft and for the Boeing 737 and 787. company specialises in the following areas: •Electrical interconnect components: •Backshells and fittings •Conduits and sleeves •Fluid conveyance •Convoluted PTFE hose and hose assemblies •Flight refuelling hoses •Rigid tubes and special fittings •Engine build-up kits •Power contacts •Lamella contact band •Specialised connectors •Build -to -spec harnesses: •Landing gear dress kits Please provide a justification for the use of public funds for this incentive request (barriers, financial gap, need). Like most of the aerospace industry, Safran and it subsidiary, Safan Electrical & Power (SEP) has suffered tremendous economic distress through the pandemic and the resulting effects on the airline industry. As a result, SEP is considering consolidating more of its work into one facility. Our strong preference is to locate in Denton, however, without adequate assistance, our headquarters will request us to consider other locations. Incentives help cement our desire to expand in Denton and create new jobs. List any additional factors to be considered for this project. Please select all that apply. X Occupies building vacant for at least 2 ears X Project creates knowledge based, high X skilled, or high -paying jobs X Significant relationship with universities Improvements to Downtown X International or national headquarters 25% of local contractors utilized or new jobs filled X by Denton residents Targeted industry sector Community support and involvement SUSTAINABLE PRACTICES I List any company "green" or sustainable initiatives: Safran Company is pursuing green aircraft initiaves. This green iniative is aimed at lowering the carbon footprint currently in existing aircraft Will the company be seeking LEED Certification? ❑ Yes 0 No If yes, please provide level of certification sought: 16 C2 - Restricted Economic Incentive Application ML Ak EMPLOYMENT AND WAGE WORKSHEET Please insert the EXISTING full-time jobs located in Denton with your company. RxisWingoWypeaory vera Number of Full- Annual Time Positions Wage Per IL Position yr erage Hourly Wage Per Position "ea r &4 Year 5 AL YearFlYear 7 M�,.Year 10 IL; Total Nbr. Annual Salary Hourly Lead 14 14 14 14 14 14 14 14 l Is Number Existing .. Number of existing FULL-TIME jobs: N/A Number of existing PART-TIME jobs: N/A TOTAL jobs: N/A Annual PAYROLL for existing jobs: N/A Please insert the type (engineer, manager, team lead, technical, laborer) and number of NEW full-time jobs that will be created in Denton. New Jobs Created .. Type/Description Year 17e a Jr2 "ea r &4 Year 5 AL YearFlYear 7 M�,.Year 10 IL; Total Nbr. Annual Salary Hourly Lead 14 14 14 14 14 14 14 14 14 14 140 $47,543 —Wage $22.86 Assembler 44 44 44 44 44 44 44 44 44 44 440 $37,164 $17.87 Brazer/Welder 2 2 2 2 2 2 2 2 2 2 20 $44,000 $21.15 Conflex Operator 5 5 5 5 5 5 5 5 5 5 50 $40,000 $19.23 Extrusion Operator 2 2 2 2 2 2 2 2 2 2 20 $35,000 $16.83 Machinist 29 29 29 29 29 29 29 29 29 29 290 $47,543 $22.86 :ean Sigma Engineer 1 1 1 1 1 1 1 1 1 1 10 $66,023 $31.74 Continuous Improvement director 1 1 1 1 1 1 1 1 1 1 10 $134,151 $64.50 Manufacturing Engineering Manager 1 1 1 1 1 1 1 1 1 1 10 $117,676 $56.58 Manufacturing Engineer 4 4 4 4 4 4 4 4 4 4 40 $74,737 $35.93 Planning/Customer Service Specialist 2 2 2 2 2 2 2 2 2 2 20 $58,573 $28.16 Production Planner 2 2 2 2 2 2 2 2 2 2 20 $77,882 $37.44 Master Scheduler 1 1 1 1 1 1 1 1 1 1 10 $82,290 $39.56 Production Control Director 1 1 1 1 1 1 1 1 1 1 10 134,151 $64.50 Planning and Production Control Manger 1 1 1 1 1 1 1 1 1 1 10 $117,676 $56.58 Supply Chain Manager 1 1 1 1 1 1 1 1 1 1 10 $117,676 $56.58 Quality Inspector 4 4 4 4 4 4 4 4 4 4 40 $52,804 $25.39 Quality Inspector Lead 1 1 1 1 1 1 1 1 1 1 10 $65,601 $31.54 Quality Technician 1 1 1 1 1 1 1 1 1 1 10 $62,084 $29.85 Quality Engineer 3 3 3 3 3 3 3 3 3 3 30 $73,473 $35.32 Quality Director 1 1 1 1 1 1 1 1 1 1 10 $134,151 $64.50 Production Manager 1 2 1 2 2 2 2 2 2 2 1 2 2 20 1 $117,676 $56.58 Shipping/Receiving Clerk 7 1 7 7 7 7 7 7 7 7 7 70 $35,682 $17.15 17 C2 - Rr_:_,J Shipping/Receiving Lead 1 1 1 1 1 1 1 1 1 1 10 $47,543 $22.86 Procurement 1 1 1 1 1 1 1 1 1 1 10 $65,601 $31.54 Commodity Buyer 2 2 2 2 2 2 2 2 2 2 20 $89,621 $43.09 Design Engineer 10 10 10 10 10 10 10 10 10 10 100 $74,737 $35.93 Engineering Manager 1 1 1 1 1 1 1 1 1 1 10 $117,676 $56.58 Document Control Clerk 1 1 1 1 1 1 1 1 1 1 10 $43,221 $20.78 Controller 1 1 1 1 1 1 1 1 1 1 10 $152,932 $73.53 Aaccounting Manager 1 1 1 1 1 1 1 1 1 1 10 $117,676 $56.58 GR Generalist 1 1 1 1 1 1 1 1 1 1 10 $69,537 $33.43 HR Manager 1 1 1 1 1 1 1 1 1 1 10 $117,676 $56.58 IT Help desk 1 1 1 1 1 1 1 1 1 1 10 $65,601 $31.54 Systems Administrator 1 1 1 1 1 1 1 1 1 1 10 $73,473 $35.32 Program Manager 1 1 1 1 1 1 1 1 1 1 10 $117,676 $56.58 Program Director 1 1 1 1 1 1 1 1 1 1 10 $134,151 $64.50 Sales Director 1 1 1 1 1 1 1 1 1 1 10 $152,932 $73.53 Sales Manager 2 2 2 2 2 2 2 2 2 2 20 $134,151 $64.50 Estimated number of full-time jobs at capacity (part-time can be combined): 157 / year Estimated annual payroll for full-time jobs at capacity: $ 3,347,760.00 18 C2 - Restricted Economic Incentive Application ML This information is used to estimate the fiscal impact. Please provide the current annual taxable sales (if applicable). $27.177M Please provide the current annual taxable purchases. $3.771M This data is used to determine the economic impact of the construction period. Please provide the number of construction jobs anticipated. 29.40 The following are used for the economic impact of out-of-town visitors. Number of out-of-town visitors estimated in the first year. 20.00 Average number of Hotel room nights in Denton. 270.00 19 C2 - Restricted Economic Incentive Application UTILITY USAGE AND INFRASTRUCTURE ELECTRIC Estimated ANNUAL usage in kWh 2,338,973.53 Estimated MONTHLY KW demand 194,914.46 Estimated Peak KW 32,204 Capacity factor What types of power equipment will your facility use? The facility will use several equipment including: CNC Milling, Tube bending, Injection Mold, Braiders, Radial driller & miller, Robotic tool, Welder, Laser wire marking, Vertical lifter, Convoluter extruder, Harding manual chucker, Heath treat oven, Engine lathe, CNC lathe, wire carousel and Vacuum systems Please provide the percent of the project's projected utility usage for manufacturing or processing operations (if applicable). 80% NATURAL GAS WATER WASTEWATER TRANSPORTATION Estimated ANNUAL usage in mcf 98,556.48 Estimated MONTHLY mcf demand 8,213.05 Estimated Peak mcf Estimated ANNUAL usage in gpd 3,474 Estimated MONTHLY gpd demand 104,220 Estimated Peak gpd 10,145 Estimated ANNUAL usage in gpd Uncertain Estimated MONTH gpd demand Uncertain Estimated Peak gpd Uncertain Estimated number of trucks per day 2 20 C2 - Restricted Economic Incentive Application Project type: ❑ Build to Suit ❑ Speculative Project use: ❑ Industrial ❑ Retail/Restaurant ❑ Other (please describe) Project size: Acreage: Sq. Feet: Preferred start date: Desired completion date: ❑ Other (please describe) ❑ Office ❑ Warehouse/Distribution Current property value from Denton Central Appraisal District* (DCAD): *Please attach a copy of the latest property tax statement(s) from DCAD. What funds will be invested or leveraged for the project? Provide the estimated valuation of the project. Category Estimated New Valuation Improvements/ Structures $0 Personal Property $0 Engineering and Design $0 Site Development $0 provements rEEE $0 Total Project Costs $0 Provide the estimated valuation of the project. Category Estimated New Valuation Improvements/ Structures $0 Personal Property $0 Inventory $0 Freeport Exemption $0 Total $0 Describe any off-site infrastructure requirements. Water Wastewater Streets Drainage Other 21 C2 - Restricted Economic Incentive Application Project type: ❑ Build to Suit ❑ Speculative $1,400,000 Other (please describe) Modification of Exisiting Project use: ❑T Industrial ❑ Retail/Restaurant ❑✓ Office ❑ Warehouse/Distribution ❑ Other (please describe) Project size: Acreage: Sq. Feet: 20000.00 Preferred start date: 9/1/2021 Desired completion date: 3/1/2022 Current property value from Denton Central Appraisal District* (DCAD): *Please attach a copy of the latest property tax statement(s) from DCAD. What funds will be invested or leveraged for the nroiect? Category Total Improvements/ Structures $1,400,000 Personal Property $300,000 Engineering and Design $100,000 Site Development $0 Other Improvements $0 Total Project Costs $1,800,000 Provide the estimated valuation of the Droiect. $7,541,525.00 Category Current Estimated Valuation Increase in Valuation Estimated New Valuation Improvements/ Structures $7,541,525 $1,400,000 $8,941,525 Personal Property $2,010,438 $300,000 $2,310,438 Inventory $5,423,203 $0 $5,423,203 Freeport Exemption $0 $0 $0 Total $14,975,1661 $1,700,0001 $16,675,166 Describe anv off-site infrastructure reauirements. 22 None Identified Water None Identified Wastewater None Identified Streets None Identified Drainage None Identified Other 22 __ /', I rC • 1, C Y HALL ► . �.� Joe CITY 0F EN U11 tea• :V Incentive A fication1, : * ..- afran - i Council Work Session ugust 17, 2021 .�� . !V111 CITY OF DENTON �t h T.n.- - 4• R� - - ~ ;.•1 r �' Safran • Safran is an international high-tech and tier -1 supplier of systems and equipment in the aerospace/aviation and defense markets. • Safran Electrical & Power has 5 Operational Divisions that includes 11,500 employees spread across 51 sites which includes manufacturing, engineering and services sites. These sites are located in 13 different countries. Safran Electrical & Power has 8 sites located in the US with approximately 1,149 employees. • The company's products are widely used on large civil aircraft, regional aircraft, and business jets, as well as military aircraft, and civil and military helicopters. sk 4 �1, D21-1361; 08/17/2021- i - Safran Electrical Components (SEC) • Safran is aFrench- registered company, with many subsidiary component companies. • Safran Electrical Components (SEC) is a subsidiary of Safran Electrical &Power (SEP), a global leader in the design and production of aeronautical electrical systems. • SEP has 9 facilities in the US, including an existing facility in Denton. • About SEC: • SEC supplies large numbers of backshells, conduits, sleeves, and accessories for cable protection and routing to both aircraft manufacturers and their suppliers. • SEC also produces landing gear electrical dress kits for the entire range of Airbus commercial aircraft and for the Boeing 737 and 787. • SEC is proposingto relocate an SEC facility from Santa Rosa, California, to the existing SEP facility in Denton. D21-1361; 08/17/2021 '� r,- i - Project & Site • SEC will relocate their Santa Rosa, CA facility to Denton. • SEC will invest in improvements at their current facility on Russell Newman Blvd. • Current value: $15 million • New investment: $1.7 million • Total value: $16.7 million • 157 jobs will be relocated to Denton. ID21-1361; 08/17/2021 Incentive Application • Relocate susidiary from California and improve Denton facility to consolidate operations. • Policy Targeted Sector: aviation/aerospace. • Strategic Plan SGA Targeted Sectors: Virtual Business retention 1.3 And Business Retention & Expansion • NAICS 336413 • Prosect capital investment: $1.7 million in improvements and business personal property. • Jobs: 157 relocated from California • Weighted average wage of $57,505 for all positions. • Total payroll at Year 1: $9 million D21-1361; 08/17/2021 �,,, 37, 7r,- C1TY ' OF DENTON tion Wage Data $35,000 to $44,999 61 $45,000 to $54,999 48 $55,000 to $64,999 3 $65,000 to $74,999 23 $75,000 to $84,999 3 $85,000 to $94,999 2 $95,000 or greater 17 Total Jobs 157 Total Estimated Payroll $9,028,272 Weighted Avg. Annual Wage $57,505 Number (Percent) of Jobs Above Denton County Avg. 52(33%) Number (Percent of Jobs Above Denton County Median) 98(64%) Number (Percent) of Job Above $65,000 29/ Number (Percent) of Jobs Above $75,000 14% Strategic Plan Alignment Virtual Business Retention - 1.3 The top economic development priority for the City is to continue supporting and retaining existing businesses through the recovery period. In- person visits might not be possible even after sheltering mandates are lifted, therefore, the City should create virtual BRE options. Prioritize business retention efforts based on strategic growth 1.3.5 areas (see Goal 2), employer size, employer growth (number of This project is a business retention incentive. employees, revenue growth, etc.), and lease terminations. Structure BRE efforts to serve several purposes: educate businesses This project is designed to help retain a local business consolidating 1.3.6 about resources offered by the City, identify challenges companies as a result of the impacts of COVID 19. are facing, and identify short-term and long-term issues. Business Retention & Expansion - 2A.1 A strong BRE program is the foundation of any economic development program. In addition to developing a virtual business retention program, Denton also needs to enhance its existing BRE program in order to support existing businesses in a more intensive and robust manner. 2A.1.2 Ramp up the business visitation program to track trends among This project is a business retention incentive. Denton employers and identify business needs. Provide incentives and/or grants to existing companies to assist 2A.1.4 with business expansion and help retain these valuable assets in This project is a business retention incentive. Denton. r ,. .. R�.s ID21-1361; 08/17/2021 .� _� :; ,•,+ �#' ;: E 1 t' Economic Development Incentive Policy General Provisions & Priority Considerations .... 1,11011W The City is committed to promoting economic growth and redevelopment that: X 1. Expands and diversifies the tax base; X 2. Creates quality jobs; X 3. Enhances quality of life for residents; X 4. Protects human health and the environment; and 5. Secures new customers for municipal utilities. X - . X 1. Aviation/aerospace X 2. Advanced manufacturing 3. Renewable energy 4. Research and development 5. Information technology 6. Supply chain for existing primary employers 7. Significant consumer of municipal utilities WWI NW, _ ass D21-1361; 08/17/2021r,- ', )n :I . �_ ZIP MI g business and community investment. 7Expanding X and diversifying the tax base. X 3. Promoting public-private partnerships in investment. X 4. Increasing jobs with wages above Denton County's median. X S. Increasing percentage of jobs paying $75,000 per year or more. 6. Encouraging higher -skilled and knowledge-based jobs. X 7. Causing infill redevelopment to reduce urban sprawl or to encourage other desirable development. X 8. Encouraging start-up and small businesses to promote entrepreneurship and innovation. 9. Generating new customers for municipal utilities. 10. Engaging in sustainable practices or activities. WWI NW, _ ass D21-1361; 08/17/2021r,- ', )n :I . �_ ZIP MI Economic Development Incentive Policy Chapter 380 Grants or Loans and Investment Fund Economic Development 1. Higher wage or knowledge-based jobs. X 2. Substantial capital investment (minimum of $15 million). 3. Recruitment of industry sector targets. X ffWAk P -A _ ass D21-1361; 08/17/2021r,- 71Targeted industry cluster or supply chain recruitment initiatives. X .apital grants or loans for start-up and small businesses to promote entrepreneurship. 3. Grants to offset costs associated with public infrastructure improvements or impact fees. 4. Cash incentives to gain a competitive position when in direct competition for a project. X 5. Increase the percentage of jobs paying $75,000 per year or more. X 6. Net new jobs with wages above Denton County's median wage. X 7. Any other activity which the City Council determines meets a specific public purpose for economic development. X Economic Development 1. Higher wage or knowledge-based jobs. X 2. Substantial capital investment (minimum of $15 million). 3. Recruitment of industry sector targets. X ffWAk P -A _ ass D21-1361; 08/17/2021r,- Incentive Proposal Chapter 380 Grant • Performance-based business expansion incentive. • Expansion grant to reimburse expansion costs, Furniture Fixtures and Equipment (FF&E ), permitting fees, or site upgrades. • Stratified job -based incentive. • Additional consideration for employees living in Denton. • Requires a Chapter 380 Agreement. • Economic Development Investment Fund as source of funds. • Agreement to include a limit on term and cap on funding amounts. • Nomination to Texas Enterprise Zone Program (separate approval & compliance process). D21-1361; 08/17/2021 7,'37 7r,- Incentive and Project Revenue Generation Chapter 380 Grant Proposed Incentive Year 1 Year 2 Year 3 f Year 4-11'ear 5 Year 6 Year 7 Year 8 Year 9 Year 10 TOTAL_ Expansion Grant1111 ------- Total Denton Property Tax Revenue $71,241 $71,241 $71,241 I III Job Based Grant Residency Bonus -------� Total I I Mw w �Mw I-KIWM Estimated operty Taxes City Revenue I Revenue from Existing Taxable Value $61,203 $61,203 $61,203 $61,203 $61,203 $61,203 $61,203 $61,203 $61,203 $61,203 $612,032 Revenue from ImprovementslBPP 10,038 10,038 10,038 10,038 10,038 10,038 10,038 10,038 10,038 10,038 $100,377 Total Denton Property Tax Revenue $71,241 $71,241 $71,241 $71,241 $71,241 $71,241 $71,241 $71,241 $71,241 $71,241 $712,409 *Does not include TEZ Program in values. ID21-1361; 08/17/2021oil y �:.� ��'":►' ... =�-.�+ �# : �vE +& i 1 t� Investment Fund Economic Development Investment Fund Balance, Revenues and Projections with Possible Incentive Estimated Balance Revenues , Mixed Beverage low due to COVlD-19; booked in April 21 Estimated Expenses Company 2020/21 Actual 2021/22 2022/23 2023/24 2024/25 2025/26 2026/27 Tax Year 2C 24 From the Future $0 $76,000 $66,000 $101,500 $0 $0 $0 $243,500 TeamOfDefenders $2,500 $75,500 $4,500 $8,500 $15,500 $0 $0 $106,500 Ranchland Foods $0 $181,375 $23,125 $5,250 $4,375 $4,375 $0 $218,500 DynaGrid Construction Group $0 $0 $68,800 1 $25,900 $28,100 $25,900 $28,100 $176,800 Total $2,500 $332,875 $162,425 1 $141,150 $47,975 $30,275 $28,100 $745,300 Includes local bonus ($69,000 FTF, $27,000 TOD, $52,500 Ranchland, $27,300 Dyna Grid) Balance crrY OF DENTON $928,618 $745,743 $733,318 $742,168 $844,193 $963,918 $1,085,818 Benefits QualitativeBenefits • Quality jobs created and investment in human capital. • Pipeline for university training programs and reduction of brain drain. • Expansion of an existing company with strong community involvement. • Diversify tax base. Quantitative Benef is • 10 -year net benefits estimated at $195,396. • Rate of Return: 21.2%. • Payback period: 4.8 years. VMMIff wita� �s D21-1361; 08/17/2021 '� r,- Summary and Recommendation • 5 -year, performance-based incentive, total not to exceed $175,125. • Expansion grant of $50,000 (reimbursement of actual costs). • Stratified job -based grant of up to $101,500. • Residency bonus of700/$300 per employee who demonstrates a Denton residence ($700 exis ing resident/$300 new resident) up to $23,625. • Verification of wage and residency based on IRS records. • Chapter 380 Agreement to be funded by Economic Development Investment Fund. • Nomination to Texas Enterprise Zone Program (must receive local incentive). • EDPB recommended the incentive as presented (8-0). ID21-1361; 08/17/2021 r,-ff i Options and Recommendations • Staff and EDPB recommendation. • Modified or new incentive recommendation. • No incentive. r7l tzlr ID21-1361; 08/17/2021 r,- i t f + •.UFF Questions? .a� R r 7-`160 D21-1361; 08/17/2021 : y *n.�-�""�►' "': City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiiwlim� www.cityofdenton.com DENTON File #: ID 21-1271, Version: 1 Legislation Text AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding City of Denton policies related to development districts including, but not limited to, tax increment reinvestment zones, public improvement districts, municipal management districts, municipal development districts, and municipal utility districts. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarTM 39 DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Economic Development ACM/CFO: David Gaines DATE: August 17, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com SUBJECT Receive a report, hold a discussion, and give staff direction regarding City of Denton policies related to development districts including, but not limited to, tax increment reinvestment zones, public improvement districts, municipal management districts, municipal development districts, and municipal utility districts. BACKGROUND Special purpose districts are political subdivisions created for various judicial, political, electoral, or administrative purposes. In Texas, special purpose districts are authorized under various sections of the Texas Constitution and state statutes. Through various statutes, the state provides guidance on the purpose, creation, governance, and powers of special purpose districts that other political subdivisions can authorize, or the state specifically legislates the creation, governance, and powers of certain districts directly. Thousands of special purpose districts exist across Texas for a wide variety of purposes. Some examples include water districts, mosquito control districts, hospital districts, library districts, public safety/emergency services districts, and utility districts. Depending on their purpose and powers, districts may have their own governing body, may be supported by a property tax, sales tax, or fee, may issue debt, and may have eminent domain powers. Development districts refers to certain special purpose districts that are associated with property development or redevelopment and are usually associated with economic or community development functions. Examples include public improvement districts and tax increment reinvestment zones. Generally, cities have broad discretion in deciding if and how these districts can be used in their community. For example, it is not uncommon for cities to set tax rate equivalent limitations on public improvement district assessments. Because communities can often decide when and how to use these tools, communities can also set policies that require developments to relieve the economic or financial stress of the development or require positive economic/fiscal impacts, ensure higher quality development and infrastructure, and give communities more control in the development process. In addition, cities can use these tools to incentivize certain developments or offer these tools as part of a broader negotiation to achieve a specific goal. While there are many types of districts that can be created, for the purposes of the discussion with City Council, staff will focus on the five district types: public improvement districts (PIDs), tax increment reinvestment zones (TIRZ), municipal management districts (MMDs), municipal development districts (MDDs), and municipal utility districts (MUDs). A summary table follows of key elements of the districts follows on the next page. For anyone wanting to learn more about these districts, a great resource is the TML Economic Development Handbook. 40 41 PID TIRZ MMD MDD MUD State Chapter 372 of Chapter 311 of Chapter 375 of Chapter 377 of Chapter 54 of Statute Local Texas Tax Code Local Government Local Water Code Government Code and Texas Government Code and TCEQ Code Special District Administrative Local Laws Code Code Local Policy R18-1039 None None None Ord. 20-920 Source of Special Incremental tax Ad valorem tax, Sales tax (cannot Ad valorem tax Revenue assessment revenue (no sales tax, and/or exceed 2%) additional tax) special assessment City Role Authority to Authority to Consent to create. City calls Consent, but create and create and Negotiated election, but not required regulate regulate operating/manage subject to voter ment agreement approval Separate No Yes Yes Yes Yes Political Subdivision Governance City Council City Council Board of Directors Board of Board of and Board of Directors Directors Directors (appointed by City Council Eligible Landscaping, Capital costs of Water, sewer, All uses of Type Water, sewer, Projects sidewalks, public works, drainage, roads, B sales tax (land, drainage, roads, streets, parking public and recreational buildings, irrigation, solid facilities, improvement, facilities equipment, waste, fire water/wastewater buildings, etc., facilities, targeted protection, and facilities, art, financing costs, infrastructure, recreational libraries, mass real property, primary job facilities transportation, professional creation, solid affordable services, waste, community housing, district relocation costs, development administration, costs related to initiatives, and supplemental implementation tourism facilities, services (e.g. of the project and more), and advertising or plan. convention center, security). civic center, and auditorium Other Key -Cities have -City can initiate -Created to -Cannot levy an -Can levy Elements significant creation without supplement but not ad valorem tax, taxes, issue discretion to petition. supplant city but can issue debt. bonds, create and -Can be pay as services. -Must comply condemn regulate. you go, or with TOMA and property, and -TPIDs regulated financing for Chapter 272 of make under same specific project. LGC. regulations to Chapter. -Must follow -Can levy sales accomplish its -In 2019, finance and tax in ETJ in purpose. legislation passed project plans. whole or part. to allow any city to create a TPID. 41 In May 2021, Council Member Davis submitted a one -minute pitch to have a work session on revising the PID policy. Staff provided the following response to the request: "Staff agrees that work is needed to better define both the process and parameters of the City's PID policy. Since PIDs are not the only financing/economic development tool at the City's disposal, staff recommends Council take a holistic approach and consider policies for all development district types, such as PIDs, TIRZs, MMDs, and MUDS. This approach will allow Council to better define circumstances under which each district would be considered and adopt clear evaluation criteria, performance requirements, and procedures. Economic Development, Finance, and Development Services began exploring the idea of a comprehensive development district policy in early 2021 and desire to continue that process." As mentioned previously, cities have a lot of discretion in choosing if and how to use development districts. During this work session, staff will introduce broad concepts, challenges, and opportunities related to implementation of the PID policy and the requests to implement other development districts. Based on the discussion, if it is Council's direction to move forward, staff will initiate drafting of policies and recommendations and will bring those back to City Council later this year. EXHIBITS 1. Agenda Information Sheet 2. Resolution 18-1039 PID Guidelines 3. Presentation Respectfully Submitted, Jessica Rogers Director of Economic Development ►y: A RESOLUTION REPEALING AND REPLACING RESOLUTION 2014-011 AMENDING GUIDELINES FOR PUBLIC IMPROVEMENT DISTRICTS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council adopted Resolution 2014-011 on or about April 1, 2014, to amend existing guidelines forte establishment of public improvement districts, which were originally put into place on July 24, 2007; and WHEREAS, Chapter 372 of the Tex. Loc. Gov't Code allows the City of Denton to levy and collect special assessments on property that is located within the city or within the city's extraterritorial jurisdiction; and WHEREAS, the funds from these special assessments can be used to make certain improvements as authorized byte Tex, Loc. Gov't Code tote infrastructure to facilitate economic growth within an area; and WHEREAS, the City Council finds it to be in the best interest oft e citizens of Denton to provide a more flexible policy to allow a case-by-case determination as to whether specific projects are financially feasible and serve a public purpose; and WHEREAS, the City Council wishes to repeal Resolution 2014-011 and adopt this resolution in order to establish the guidelines as detailed herein in the public interest of the residents of the City of Denton; NOW THEREFORE, THE CITY COUNCIL OFT CITY OF EN ON HEREBY RESOLVES: SECTION 1. The City Council of the City of Denton, Texas hereby repeals Resolution 2014-011 and replaces it with this resolution. SECTION 2. The City Council hereby authorizes the adoption oft e PID guidelines, which are attached hereto and made a part hereof by reference. SECTION 3. The City Council may, from time -to -time, consider changes to these guidelines as will be reflected by their future action. 4, The motion to approve this ordinance was made by and seconded by ,,J),o li " A"(1( . . .. .. . . . . . . .. .. .. ........................... ..... - . . . . . . . . . . . . . . . ........................... .......... --- ---- --- the ordinance was passed and approved by the following vote Aye Nay Abstain Absent Chris Watts, Mayor: —V -- Gerard Hudspeth, District 1: 43 Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4: V/ Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 5: _Vmm PASSED AND APPROVED this the day of ........,,_ 2018. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY. APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY .ay' 44 Chapter 372 of the Texas Local Government Code,the "Pub] lic Improvement District (PI I Assessment Act" (the "Act") allows the City of Denton to levy and collect special assessments property that is within the City or within the City's extraterritorial jurisdiction in orde er to ma certain improvements to the e infrastructurto facilitate economic growth, as authorized by thA The City hereby adopts the procedures and criteria as set out in the Act. Further, the City reser. v the right to consider PID applications on a case-by-case basis as indicated in these guidelines, these guidelines do not require the City Council to participate in any particular PID. 45 Factors that will be considered.- A PID applicant must establish that the PID will have demonstrable public benefit by clearly illustrating one or more of the following: I 1. Development will be higher quality and/or occur sooner than if left to open market. For example, greater amenities, less density, or higher valued project. Higher quality and less density helps justify extra financial burden of PID assessment to homeowner or business owner. 2. Development is in the ETJ and owner is willing to voluntarily annex into City in exchange for PID. 3. The developer's project results in the use of the PID by the city as an economic development tool and not merely as a financing source for the developer. 4. Developer voluntarily pays for some oversizing of infrastructure if needed to serve surrounding areas in exchange for having PID dollars for developer's proportionate share (which developer is entirely responsible for without a PID). 5. There is an underlying district (such as a MUD) already created but still undeveloped with no bonds issued, and developer is willing to give up right to sell district bonds and dissolve district (which eliminates separate political subdivision not controlled by city) in exchange for PID financing. 6. Development located in the water CCN of another service provider and developer is willing to decertify its land from the other CCN so City can acquire CCN and serve. In determining whether the PID is fiscally feasible, the City will consider, among other things, the following: I Overall quality and sustainability of tax base is ensured/property will generate enough revenue to pay for the services it will need. Overall positive economic impact to citizens both within and out of the PID. Both short-term and long-term effects are considered. 3. PID financing is only financing 50% or less of the costs of the improvements that qualify for PID financing. 4. The value -to -lien ratio is at least 3:1 or the project is so unique that it justifies and can support a lower value -to -lien ratio. 5. The PID assessment is not more than $.40/$ 100, with preference given to lower RRUNIM-MR1 111 1111 MEN MIMI IT liff 11 M M i 46 7. Whether the number of acres to be in the PID warrants the assessments and the administrative expense and staff time associated with a PID, with a preference given to co*rvierci,74 twcts over 100 acres and residential tracts over 3 00 acres. pin��m Ing III m me rmzii� E IN CIT'y HALL CITY -0 ENT6 q�v %opiliquil man UZI Ow t District Pol iciscussion VEROM Council Work Session u li 7,f 2021 llzz. 1�X; Objectives • Provide an overview and background of common economic development tools and special districts used for development financing. • Public Improvement Districts • Tax Increment Reinvestment Zones • Municipal Management Districts • Municipal Development Districts • Municipal Utility Districts • Review current City districts/zones, policies, and requirements. • Seek direction regarding future policies. I "I 21-1271; Aug. 17, 2021'r,- "Nap, Special uDistricts Overview P -A r �IAL--,L 171 . L` �p RIJ Special Purpose & Development Districts • Special Purpose Districts are political subdivisions created for judicial, political, electoral, or administrative purposes. • Authorized by various sections of the Texas Constitution. • State statutes set provisions related to creation, governance, and powers or directly legislate creation, governance, and powers. • Typically used for infrastructure, service provision, or to levy taxes/assessments for limited purposes. • Governed by either the authorizing political subdivision or by a separate board that can be elected or appointed by the authorizing governing body. • Can be created by state or local governments. • Thousands of special purpose districts exist in Texas for a wide variety of purposes. • Examples: water, mosquito control, hospitals, libraries, education, public safety, emergency services, utilities, etc. • Depending on. their purpose, districts may be supported by a property tax, sales tax, user Y fee and may issue debt. • `Development Districts" is a common term for special purpose districts used to foster development such as public improvements districts or tax increment reinvestment zones and are usually associated with economic or community development. I, Tff'�.T' 21-1271; Aug. 17, 2021 General Information • Development districts are tools that can be used to incentivize and facilitate development according to local goals. • Communities have lots of discretion in how and when to implement these tools. • When used correctly, development districts can relieve economic/financial stress of new development/redevelopment, ensure higher quality development and adequate infrastructure, and give cities more control in the development process. • Certain tools can be layered or offered in exchange for others to achieve objectives. I, 21-1271; Aug. 17, 2021 r,- Public Improvement Districts (PIDs) • PIDs are economic development tools used to fund public improvements or infrastructure in a defined area by assessing fees based on benefits received. • State Statute: Chapter 372 of Local Government Code. • Local Policy: Resolution 18-1039 PID Guidelines. • Key Elements: • Allowed uses: landscaping, sidewalks streets parking facilities, water/wastewater facilities, art, libraries, mass transportation, affordable housing, district administration, and supplemental services (e.g. advertising or security). • Requires petition be submitted to governing body and adoption of service and assessment plan. • Assessments can be paid annually or paid of at any time by property owner. • Governing body has discretion to create PID and levy assessments. • City can adopt its own criteria and terms for PIDs beyond what is in statute. • Tourism PIDs (TPID) are also governed by Ch. 372 but differ in some authority. I "I In , Y' 21-1271; Aug. 17, 2021'r,- Tax Increment Reinvestment Zones (TIRZ) • TIRZ is an economic development tool that functions by dedicating future incremental tax revenue (or portions thereof) to improvements or projects within the defined reinvestment zone. • State Statute: Chapter 311 of Texas Tax Code (Tax Increment Financing Act). • Local Policy: None. • Key Elements: • Can be initiated by petition or directly by local government. • Can capture portions of sales or property tax. • Tax increment financing often used to fund development or large infrastructure projects; pay as you go often used for maintenance and smaller projects. • TIRZ will have own governing body, but authority can be limited to advisory. • Requires adoption ofpro.ect and finance plans and TIRZ funds must be used in manner consistent with"Th. 311 and adopted project plan. • City can adopt its own criteria and terms for creating a TIRZ. I "Ia, 'r sks 21-1271; Aug. 17, 2021 t4l, �` " '� r,- UM -1 -�� 54' Municipal Management Districts (MMDs) • MMDs are created to promote, develop, encourage, and maintain employment, commerce, economic development, transportation, housing, tourism,.recreation, arts, safety, and the public welfare in the districts boundaries. • State Statute: Chapter 375 of Local Government Code; special legislation codified into Texas Special Districts Local Laws Code. • Local Policy: None. • Key Elements: • MMD is separate political subdivision and government agency that can collect property taxes or an assessment from property owners. • Created to supplement, not supplant, services of the municipality. • Funds used for water/wastewater, drainage, roads, and recreational facilities. • Have authority to levy an ad valorem property tax. • Cities typically retain some control through consent ordinance requirement, development and/or agreements, board p / operating 9 appointments. wit 21-1271; Aug. 17, 2021 Municipal Development Districts (MDDs) • MDDs are created for thepurpose of constructingcertain development projects, and the primary f ndinor those projects results from the imposition of a sales and use tax. • State Statue: Chapter 377 of Local Government code. • Local Policy: None. • Key Elements: • Created by election through voter approval. • Ability to issue sales tax (but can't exceed 2% local cap). • Doesn't have to be levied over entire city and can be levied in city's ETJ. • Uses similar to Type B economic development sales tax and may include convention center facility. • Separate board appointed by the district -creating city council. I, 21-1271; Aug. 17, 2021'r,- Municipal Utility Districts (MUDS) • MUDs are created for the purpose of constructing and maintaining water, wastewater, and drainage facilities within its boundaries. • State Statue: Chapter 54 of Water Code and TCEQ administrative code; Chapter 42 of Local Government Code; special legislation codified into Texas Special Districts Local Laws Code. • Local Policy: Resolution 20-920 (interim MUD policy) • Key Elements: • MUDs can levy and collect taxes, issue bonds, charge for services, condemn property, enforce restrictive covenants, and make regulations to accomplish its purpose. • MUDs can engage in the supply of water, conservation, irrigation, drainage, fire fighting, solid waste collection and disposal, wastewater treatment, and recreational facilities. I, 21-1271; Aug. 17, 2021 �- �-��' � �`"� ��+"-�'' ��'�, � `� r,rj;,, Matrix Key Elements Additional Levy/Tax City role Advantages Disadvantages Used to finance public infrastructure in specific area. Yes Authority to create and regulate. City has control over various elements and can set own guidelines for how/when to use. Additional levy paid by property owners who may not see additional value. kTIRZAA Mechanism to dedicate incremental revenues to a particular area. No Authority to create and regulate. Lots of flexibility in allowable uses. No additional taxes/assessment. Revenues are restricted to a geographic area and specific projects for a given amount of time. MMD Ability to provide/supplement certain services and finance infrastructure. Yes Consent to creation. Negotiated operating/management agreements. Lots of flexibility in allowable uses. Additional taxes may be paid by property owners who many not see additional value. k MD�mA Mechanism to levy additional sales tax for economic development purposes. Yes, if area has not reached maximum Calls election, but subject to voter approval. Can allow for sales tax in ETJ. Voters have a direct say through election. Limited to specific uses (4B+). Cannot exceed 2% local sales tax. 6, MUgj Used frequently in ETJ Yes Consent to creation but limited. Lots of flexibility in allowable uses. Helps development occur when services/infrastructure are limited. City has limited control in ETJ. As growth occurs, confusion over responsibilities. . .a. Rr.�s 21-1271; Aug. 17, 2021 'P-A�.+ `+'`k. '} ZI 1IL-]t� Development Districts 0 Local Use & Policies 21-1271; Aug. 17, 2021 , .^y x �?,;;�: _ .+ _`�ei O"A j x ;. 12 r ' +" Local Use Allen Lewisville X McKinney Frisco X Dallas X Prosper Argyle X Fort Worth X Plano X Mesquite X Murphy Garland Grapevine Arlington X Grand Prairie X Azle l rrY, f DENTON i�7 *Districts may be active or inactive. X X X X X X X X 0 X Local Use & Policies • Cities can adopt policies and guidelines for the consideration and use of certain districts that require the governing body's consent and approval. • The City of Denton has adopted: • Resolution 18-1039: PID Guidelines • Ordinance 20-920: Municipal Utility Districts • With policies, cities can provide guidance to developers on general terms and conditions. • City can also determine when/how to incentivize projects using various tools. • E.g. a city can offer one district in exchange for another (such as a PID for a MUD) to achieve a certain goal. 21-1271; Aug. 17, 2021'r,- Local Policies • Policies drive staff workload, evaluation, and recommendations. • Without clear policies and direction, staff can spend significant time and City resources on development projects that will not be considered by City Council. • E.g. Hardee Field PID request took more than 100 hours of staff time for preliminary review. • Each tool can be used effectively and can enhance residential, commercial, and industrial development when clear policies set standards and evaluation/approval criteria. I "I 21-1271; Aug. 17, 2021'r,- Staff Identified Challenges • PID Policy • Policy lacks clear guidance for application process (including what documents are required and process for evaluation and consideration). • Does not include fees, development requirements, evaluation criteria, minimum acceptable terms, and definitions of certain criteria. • TIRZ Policy • City doesn't currently have an adopted policy. • Without a policy, conditions and parameters under which Ci Council would consider a TIRZ, the application requirements and process, ees, and minimum acceptable terms are not defined. • MUD Policy • Currently exists but staff is evaluating if changes are needed. sk r, 21-1271; Aug. 17, 2021' - i - Discussion • Staff is seeking direction on: • Pursue updates to PID policy only. • Pursue updates to PID and MUD policy (if needed) and draft policy for TIRZ. • Next steps: • Discussion/general guidance from City Council (today). • Staff draft policies (August -September). • Workshop policies with relevant boards (September -October). • Return to City Council with draft policies and recommendations (November). I "I_- ass 21-1271; Aug. 17, 2021'r,- General Direction 1. Development will be higher quality and/or occur sooner than if left to open market. For example: greater amenities, less density, or higher valued project. Higher quality and less density helps justify extra financial burden of PID assessment. Development is in the ETJ and owner is willing to voluntarily annex into City in exchange for PID. 3. The developer's project results in the use of the PID by the City as an economic development tool and not merely as a financing source for the developer. 4. Developer voluntarily pays for some oversizing of infrastructure if needed to serve surrounding areas in exchange for having PID dollars for developer's proportionate share (which developer is entirely responsible for without a PID). 5. There is an underlying district (such as a MUD) already created but still undeveloped with no bonds issued, and developer is willing to give up right to sell district bonds and dissolve district in exchange for PID financing. 6. Development is located in the water CCN of another service provider and developer is willing to decertify its land from the other CCN so the City can acquire CCN and serve. 1. Overall quality and sustainability of tax base is ensured/property will generate enough revenue to pay for the services it will need. Overall positive economic impact to citizens both within and out of the PID. Both short term and long-term effects are considered. 2. The term of the PID and the PID bonds is 30 years or less. 3. PID financing is only financing 50% or less of the costs of the improvements that qualify for PID financing. The value -to -lien ratio is at least 3:1 or the project is so unique that it justifies and can support a lower value -to -lien ratio. 5. The PID assessment is not more than $.40/$100, with preference given to lower assessments. 6. Any debt being requested will be for reimbursement of costs. 7. Whether the number of acres in the PID warrants the assessments and the administrative expense and staff time associated with a PID, with a preference given to commercial tracts over 100 acres and residential tracts over 300 acres. 8. The results of the applicant -funded, City administered fiscal impact analysis. _,.P -A . � r.� s 21-1271; Aug. 17, 2021=y R,� �r, �''. - `{ ;. .�. _�^ 18 1' �A ZI 1 r; Questions? .a� R 21-1271; Aug. 17, 2021 : y � ..� �� ' ► �71. MWr`_ ,. • :� � :: , •.�+ �# �; ��E City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 21-459, 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 8/13/2021 powered by LegistarTM 67 11'1%1_0001� DENTON DEPARTMENT: ACM/CFO: DATE: SUBJECT City of Denton AGENDA INFORMATION SHEET Finance David Gaines August 17, 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 revised 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 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 4. Informal Staff Report 2021-060 5. Informal Staff Report 2021-058 Respectfully submitted: Cassey Ogden 940-349-7195 Director of Finance 68 2021-22 Iget 69 Background Follow up from August 10th budget work session including: Franchise Fees D Balancing Act Feedback Budget Updates Tax Rate Options Supplementals D Direction A ❑g ❑s ❑❑q ❑❑❑❑ I D ❑❑ITFI❑❑ 70 Franchise Fee General Fund collects franchise fees from city -owned utilities and private utilities Utilities pays franchise fee for use of city streets and rights of way Difference in fees between municipally owned utilities & private utilities General Fund transfers a portion of franchise fees to the Streets Improvempent Fund annually (Ordinance 2013-21 ) FrLtichise Fees TrLtis-erred Lo S_reeL8 Fwd ❑q mq m❑ — ❑q mq m❑ — ❑q mq m❑ — ❑q mq m❑ — ❑❑ — ■ ❑leciric ■ C CTer ■ ❑ ❑sC6❑❑Cer ■ Solid ❑ ❑sia A ❑g ❑s ❑❑q ❑❑❑❑ I D ❑❑ITFI❑❑ a71 Franchise Fees- Municipal Utilities Franchise Fees set administratively by City To be in line with private utilities, Denton Utilities current rate set at 5% of revenues. D Electric, Water, Wastewater and Solid Waste pay Franchise Fees 0 Only certain revenue categories subject to Franchise Fees D Fee may be changed annually A ❑g ❑s ❑❑q ❑❑❑❑ I D ❑❑ITFI❑❑ a72 Franchise Fees- Private Utilities 0' Private utility fees set by State law for each industry 0' A city may not allow a private entity to use city property for free 0' Cable and video service providers pay 5% of gross revenues D State law (Texas Utilities Code Sec. 66.005) Gas providers pay 5% of gross revenue, as authorized by the Gas Utility Regulatory Act and City Ordinance. Electric provider fees are set by City Ordinance as authorized by Texas Utility Code §33.008 P CoSery Electric pay 5% of gross revenue based on a per kW factor D Oncor Electric pay 4% of gross revenue based on a per kW factor A ❑g ❑s ❑❑q ❑❑❑❑ I D ❑❑ITFI❑❑ 73 Balancing Act Feedback 587 page views 148 submissions 23% submitted from 7620 zip code, 1 k from 76201 4666% submitted from Facebook 4% of responses indicated City of Denton residents 0' Top 3 approved supplemental requests: Fire hose program - $30,000 Emergency Manager Position - $ 5,000* Animal Services position - $66,000 � ■• ■. ■■■ ■■■■ � ■■111■■ Fiscal Year 2022 General Fund Budget Enhancements You are in deficit. Rip Where the Money Goes Revenue IProperty Taxe:: $5 Lam Qr sales Taxes: $44.2,Q Lirense and P—its: $5.1, Fine. and Feer. $28.2, ON:er- $18.0, Taut $147.338,352 Spending Animal Services-Enhnmeme�r::$65,0000 > Community Services- Enhanwrnenh:$180,452 Q > Fire -Enhancements: $161,570(D > Library- Enhancemenh:$119,252 > Parks and Re..em6n-EnhoncemeBry:$500,000O > Pabce- Enhoncemenls:$F7B,307(] > Public Afrai.s- Enhanremems:$30,0000 > Adminislratian: 1211,1) ) ' Neighborhood Services:$31.0, O > > Public safety: $62.3,0 > > I Tmmponori-532.) > > T—($147,587,144 This is your chance?o provide feedback on *50% funded by ARP 74 r Balancing Act Feedback S ❑❑❑ ission Ans ❑ ers ❑❑ ❑nh ice ❑ en [9 Ani❑ ❑I Co❑ ❑ Ehilm Fire ❑osLbn Fire ❑rogr❑❑ Lia a-❑ ❑a C8 LI LIr Ls ❑olice Serlices Serdces ❑osi [ibns M din Cen ice ❑osi Cons ❑osi dons ❑osi Con ❑osi Vons ■ Iles ■ ❑o A❑g ❑s ❑❑q ❑❑❑❑ I D ❑❑ITFI❑❑ a75 Budget Updates 0' Revised Sales Tax estimate October 2020 — June 2021 sales tax revenue 13.8% higher than previous year June 2021 sales tax revenue numbers received Thursday, August 12 June 2021 sales tax revenue 16.4% higher than previous year D Estimating 5% increase in FY 2022 Sales Tax A ❑9 ❑s ❑❑q ❑❑❑❑ I D ❑❑ITFI❑❑ 76 Sales Tax Revenue FY 2019-20 Actual $ 39,337,832 FY 2020-21 Estimate $42,885,871 FY 2020-21 Revised Estimate $44,044,703 FY 2021-22 Proposed FY 2021-22 Revised Proposed $45,030,164 $46,246,938 A ❑9 ❑s ❑❑q ❑❑❑❑ I D ❑❑ITFI❑❑ 76 Sales Tax ❑❑ETIM❑Sdes T❑❑HisLOr❑ ❑ ❑nr[6r ❑ ❑ ❑o -51r ❑ ❑ ❑E]rC6r ❑ ❑ ❑o -51r ❑ ■ ❑❑❑❑no❑Acinids ■ ❑❑❑❑no❑Acinids ■ ❑❑❑❑no❑Acinids ■ ❑❑❑❑E10❑ ❑eo- ioD❑ a ■ ❑❑❑rm❑ ❑sii❑ ❑[e A ❑g ❑s ❑❑q ❑❑❑❑ I D ❑❑ITFI❑❑ �77 Tax Rate Discussion August 10 Recommended Rate ($0.58545/$100) - Revised proposed rate based on receiving certified calculations, as presented on August 10, 2021. M&O NNR Rate ($0.57699/$100) — Rate that results in the same amount of tax collection from existing properties as 2020, for the Maintenance & Operations rate. Debt service tax rate portion increases as anticipated due to 2019 Bond Program. Total NNR Rate ($0.56582/$100) — Rate that results in the same amount of tax collection from existing properties as 2020. 3.1% Wage Inflation Rate ($0.57300/$100) — Rate that results in 3.1% increase from prior year, 3.1% represents total compensation increase in DFW Area as of June 2021. A ❑g ❑s ❑❑q 1171111 D 11111M❑❑ a 78 August 1 Recommended M&O NNR Total NNR Rate Inflation Tax Rate $0.58545 $0.57699 $0.57300 $0.56582 Generd F ❑ id Re ❑en ❑e ❑❑❑❑, ❑❑❑, ❑❑❑ ❑11110, DDq EIDE] EI❑❑❑, ❑❑❑, ❑❑❑ ❑DDq DDq EIDE] Gener❑1 F Ind ❑ menses ❑❑❑q ❑❑❑, ❑❑❑ ❑❑❑q ❑❑q ❑❑❑ ❑❑❑❑, ❑❑❑, ❑❑❑ ❑❑❑q ❑❑q ❑❑❑ Net $1,202,889 $24,418 $(474,189) $(1,371,433) A ❑g ❑s ❑❑q 1171111 D 11111M❑❑ a 78 Supplemental Requests — General Fund ❑❑de❑ends lelo❑ line no-] Ended Total NNR Wage Inflation M&O NNR 79 AF^ ns❑❑Q, ❑❑❑❑ I D ❑❑1-11❑❑ `50% funded from ARP DepartmentRanking .. ❑ ❑olice ❑FT❑s— ❑S❑orn ❑❑CHlian 1111❑ 111111 ❑ Co Li ❑ Lin iLLLiDeLig lo❑❑en❑ ❑FT❑ ❑❑ei h❑orhood Ser❑cesCoordin❑or LID" LED ❑ Co❑ ❑ aniETIDe❑elo❑❑en❑ ❑ FTE ElHoElsing SerEices Coordin❑Cor ❑❑ ❑❑❑ ❑ ❑olice ❑ FT [is [IS IreeCO [Ire Eich 1111❑ 11❑11❑ ❑ Fire ❑FT❑ ❑❑❑er enc❑Mane❑enmro r❑❑ Man er ❑❑q❑❑❑❑ ❑ Li a a ies a ❑ FT [is []Teen Li lir a i [in ❑ ❑ IT [All e ❑osi Clbn ❑❑q ❑❑❑ ❑ ❑olice ❑ FT❑s — ❑ Ci Elli a1 ❑osi Cibns E]EIE]EI ❑❑❑ ❑ Fire Hose ❑ro r❑❑ 11❑ 111111 ❑ Co❑ ❑ anlLLiDe❑el0❑❑en11 ❑FT❑— Ho❑eless ❑ro r❑❑s Coordin❑Coral ❑❑ ❑❑❑ ❑❑ Ani❑ d SerEices ❑ FT 11 ❑Ani❑ d Con®ol OEker EIEIEJ ❑❑❑ ❑❑ Manici❑d Coo❑ 11FT11❑AssisQm❑Reaesen5TIVeII ❑❑ ❑❑❑ ❑❑ InCorndA❑di❑ a❑FT❑ ❑A❑didnCorn 1111 1111❑ ❑❑ LiOraies a❑FT❑ ❑❑a❑Ti❑eSELL] ❑❑ ❑❑❑ ❑❑ ❑aC-� and Rec — Leis re SerAces ❑ FT❑s — T❑Recre❑Cibn Coordin❑Cor Te❑en❑e o❑$eu ❑❑ ❑❑❑ 1111 City Mana er's Office ❑FT❑ []Records Man e❑enCS❑ecidis❑ ❑❑ 1111❑ 1111 ❑a 1:8 and Rec— ❑[I❑M1]n❑ 111TC13 O❑M Cor ❑e❑1111EJsChn 1111r1:8 1111❑ 1111❑ ❑❑ ❑aCP, and Rec— ❑a❑M[Jn❑ ❑FT Lis — LLi❑Field S❑c ❑ orLOrs iiLi❑H❑O ❑❑❑ ❑❑❑ Total $2,244,210 ❑❑de❑ends lelo❑ line no-] Ended Total NNR Wage Inflation M&O NNR 79 AF^ ns❑❑Q, ❑❑❑❑ I D ❑❑1-11❑❑ `50% funded from ARP Parks Supplernentals Operations & Maintenance Request - $240,035 Parks Maintenance Staffing - $235,134 Existing properties (4) positions lost during COVID-1 6 D Frontier Park D Support D Heritage Trail Parkway (Rayzor Ranch) Existing park demands D Preserve at Pecan Creek (Transfer from HOA) Maintaining service levels � New properties and facilities D Improvement and expansion of trails New Parks (Rayzor, Mtn Bike Park/Trails) system D New Properties (Mills, Country Club Terrace, D Assist Glenwood Meadows, D New Medians/ROW (Mayhill, 377, 380, etc.) Continued growth ' New Amenities Evolution of improvements to the park system Quakertown/Carl Young Restrooms SL Tennis Courts Supplementals requested in order to: 1. Maintain current service levels 2. Support community demands for elevated maintenance and expedited responses 3. Maintain path with growth and facility demands 80 A ❑9 ❑s ❑❑q ❑❑❑❑ I D ❑❑TI❑❑ a Supplemental Requests — Council Initiated Requests Department Description, ❑❑dic A=Jrs DT❑ Closed CEI110ning EIEIEJ 0011 ❑❑E is A❑111irs UE13 S❑alish TrCnsl❑Cbn 1111❑ 1111❑ ❑❑dicAEII[Jrs Addilbnd Re❑o[O ❑rod❑c❑ibn C❑❑❑❑UJOs 1111,❑❑❑ ❑❑dic A❑I Jrs ❑❑dic Meelhq AIRnd❑n❑ I][][], 1111E] Total $130,400 Translation Services option — Utilize existing contract with Universe Technical Translation which provides full-service translation and interpretation provider for multiple languages. Translation services include: telephone, in-person, video remote, and written services. A ❑g ❑s ❑❑q ❑1111❑ I D ❑❑ITFI❑❑ 81 Tax Rate History 2022 M&O NNR $0.36161 ❑a ❑1111❑❑ ❑a ❑❑❑❑❑ ❑a 1111❑❑❑ ❑a ❑❑❑❑❑ _ ❑a 1111❑❑❑ ❑a ❑❑❑❑❑ ❑a ❑❑❑❑❑ ❑a 1111❑❑❑ ❑a ❑❑❑❑❑ $0.21537 1111.❑❑❑❑❑ ❑❑.❑1111❑❑ 1111.❑❑❑❑❑ ❑❑.❑1111❑❑ ❑❑.❑1111❑❑ ❑❑.❑❑❑❑❑ ❑❑.❑❑❑❑❑ ❑❑.❑❑❑❑❑ ❑❑.❑1111❑❑ $0.57699 ❑❑.❑1111❑❑ ❑❑.❑1111❑❑ ❑❑.1111❑❑❑ ❑❑.❑1111❑❑ 1111.❑❑❑❑❑ ❑❑.❑❑❑❑❑ ❑❑.❑❑❑❑❑ ❑❑.1111❑❑❑ ❑❑.❑1111❑❑ 82 A ❑g ❑s ❑❑q ❑❑1111 I D ❑❑TTI❑❑ a Direction Seeking Council direction regarding FY 2022 tax rate and supplementals M&O No -New -Revenue Rate Wage Inflation Rate D Total No -New -Revenue Rate Given timeline for DME Tenaska project, project revenue won't be considered for FY 2022 Budget but can be considered as budget amendment during the fiscal year 83 A ❑g ❑s ❑❑q ❑❑❑❑ I D ❑❑TTI❑❑ a Options Option 1 — Staff Recommendation Option 2 — Wage Inflation Rate Option 3 — Total No -New -Revenue Rate $0.57699 ❑ FT❑s - ❑ S❑orn ❑❑ CUILIn Li FTE ❑❑ei h❑orhood SerCicesCoordin❑or ❑ FT❑ E]HoElsinq Serices Coordin❑Cor ❑ FT ❑s ❑S Tee EO ❑Cve Eich ❑FT❑ ❑❑❑er enc❑MLh e❑enCMLh er FT❑s ❑Teen Li ❑-C]ri ❑i ❑ ❑C]rMn e ❑osi lbn ❑ FT Lis - ❑ Ci EJ Ii ❑i ❑osi Cions Hose ❑ro r❑❑ ❑ FTE - Ho❑ eless ❑ro r❑❑ s Coordin❑wm ❑FT❑ ❑Ani❑ C] Con Tol 0Eker ❑FT❑ ❑AssisCIDiERe❑-esenCIDCrbe CZ❑FT❑ ❑AAidnCarn C1❑FT❑ ❑❑C]-❑Ti❑eSC❑C❑ ❑ FT❑s - CID❑Recre❑Crbn Coordin❑Cor ❑FT❑ ❑Records MLhLtjeL1enLSL19ciJisL1 ❑a C=6 O❑M Cor ❑e❑®CAsLin ❑LK -8 ❑ FT❑s - CID❑Field S ❑c ❑ orCbrs CID❑H ❑O Wage Inflation Rate $0.57300 ❑ FT❑s - ❑ S❑orn ❑❑ CUILIn ❑FT❑ ❑❑ei h❑orhood SerLJcesCoordin❑br ❑ FT❑ ElHoDsing SerElces Coordin❑Cor ❑FTEls ❑S Tee Cb❑Te❑ch ❑FT❑ ❑❑❑er enc❑MEh e❑enCMEh er ❑❑FTLis ❑Teen LiC]'C]'iLh ❑ ❑CrL=a ❑osi Cion ❑ FT Lis - ❑ Ci LJ Ii ❑i ❑osi Cions Hose ❑ro r❑❑ ❑ FT❑ - Ho❑ eless ❑ro r❑❑ s Coordin❑®r❑Cl ❑FT❑ ❑Ani❑ C] Con®ol 0Eker ❑FT❑ ❑AssisELhCRe❑resenC❑Crbe ❑❑FT❑ ❑A❑didnCarn C1❑FT❑ ❑❑C]-❑Ti❑eSCIDCID ❑ FT❑s - CID❑Recre❑Crbn Coordin❑Cor ❑FT❑ []Records MEhEtqe11enESE19ciE1is11 Total NNR $0.57699 ❑FT Lis - ❑S❑orn ❑❑Ci❑1iLh ❑FT❑ ❑❑ei hCbrhood Ser❑cesCoordin❑Cor ❑ FT❑ Fil-Ionsing Ser❑ces Coordin❑Cor ❑FTLis LIS Iree❑0 [Ire ❑ch ❑FT❑ ❑❑❑er enc❑MEln QqeLlenLMLin er a ❑ FT ❑s ❑Teen Li ❑ C]ri Eh ❑ ❑ C] M]El e Cosi Cron ■• FORM— 11100 EEA �16 • Next Steps August 24, 2021 - Final budget work session before public hearings September 14, 2021 - Budget and Tax Rate Public Hearing September 21, 2021 - Plan City Council Adopts Budget, Tax Rate, Rates and Capital Improvement A❑g ❑s ❑❑q ❑❑❑❑ I D ❑❑M❑❑ 85 Questions ? 86 4OCITY F DENTON 215 E. McKinney St., Denton, TX 76201 • (940) 349-8307 MEMORANDUM DATE: August 13, 2021 TO: Honorable Mayor and Members of the City Council FROM: Cassandra Ogden - Director of Finance SUBJECT: City Council Budget Presentation Questions and Responses A budget presentation was given to City Council on August 10, 2021. Below is a summary of questions and requests from the City Council as I understand them. Where is the funding coming from for the Grim/Maynard legal case? Are we accounting for the judgement this year or was that accounted for last year? The City has been paying for legal services for the Grim/Maynard on an annual basis as fees are incurred. The judgement payment will not be made until all appeals are finalized. Based on the current jury judgment, the City has accrued the $4M as a long-term liability in the Electric fund, even though the trial court's final judgment reduced the jury verdict to $2.7M by the application of statutory caps on damages. It is possible that the judgment may be reversed or modified on appeal. Once appeals are finalized the payment will be made from the Electric Fund. Staff Contact: Cassey Ogden, Finance 2. Which tax rate option would fund all the supplementals in the proposed budget? The following tax rates would fund all the proposed supplementals: • Voter Approval Rate (VAR): $0.64340/$100 • Proposed Tax Rate: $0.59045/$100 August 10 Proposed Tax Rate: $0.58545/$100 Maintenance & Operations No -New -Revenue Tax Rate: $0.57699/$100 Staff Contact: Cassey Ogden, Finance 3. 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 prepared an Informal Staff report with these details and it will be shared in the August 13, 2021 Friday Report. OUR CORE VALUES Integrity • Fiscal Responsibility • Inclusion • Transparency • Outstanding Customer Service 87 Staff Contact: Frank Dixon, Police Department 4. Information was requested regarding the public's comments through the Balancing Act portal. As of August 11, Finance has received 90 resident comments (Attachment 1) through the Balancing Act portal. Additionally, one resident submitted feedback (Attachment 2) through the budget feedback form on the City's website. Staff Contact: Heather Gray, Finance 5. Information was requested by several Council members regarding Return on Investment (ROI) and Franchise Fees. Finance staff is preparing an Informal Staff Report with more information with a target distribution of August 13, 2021 Friday Report. Staff Contact: Cassey Ogden, Finance 6. Additional information was requested regarding the live Spanish translation service supplemental request. The supplemental request for live Spanish translation was initiated by City Council and prepared and submitted by Public Affairs. The estimated cost of this supplemental, $74,400, including live Spanish translation services for every Council meeting and software upgrades required to perform these services. The City currently has a contract with Universe Technical Translation (UTT) for three years with an expiration date of April 12, 2024. The not to exceed (NTE) amount is $300,000 over the life of the contract to provide services for 15 different City departments, principally used by Customer Service and Municipal Court. Approval of this supplemental would likely require a future amendment to increase the contract's NTE amount. UTT is a full-service translation and interpretation provider, which includes: telephone, in-person, video remote, and written services. UTT covers a variety of languages, per Attachment 3. Staff Contact: Ryan Adams, Public Affairs, Christine Taylor, Procurement & Compliance Attachments Attachment 1 — Balancing Act Comments Attachment 2 — Budget Feedback Form Comment Attachment 3 — UTT Language List FY'21 2 88 Attachment 1 - Balancing Act Comments Section Zip Code Comment Admin Dept Budget Comment 76201 Big kudos to DTV staff! Everything they've made has been fantastic, including the intro video for this tool! Admin Dept Budget Comment 76208 Can't imagine that nearly $30 million is spent on staff and buildings. Gotta be able to make cuts here Admin Dept Budget Comment 76209 1 would lower these next 3, but they are conveniently locked??? Community Sery Enhance Comment 76208 It's unreasonable for this section to be indisputable. After declining ALL of the proposed "enhancements" this section Admin Dept Budget Comment 76208 Generating 10m on the backs of the most vulnerable in our community in predatory. We need to stop over policing Fines and Fees Comment 76201 alone is almost 20x what I've declined. Library Enhance Comment 76208 It's weird that it's locked. We should see what our dear mayor is making yearly when there's such a homeless problem in Admin Dept Budget Comment 76205 1 find it very hard to believe that a $37,800,000 budget doesn't have $30,000 for hose replacement. Fire Dept Budget Comment 76201 denton. The several layers of high paid management in multiple departments should be reevaluated. High turnover is those Admin Dept Budget Comment 76209 departments should be investigated in detail. Admin Dept Budget Comment 76207 Why are these locked? Animal Sery Dept Budget Comment 76209 Increase funding for abuse investigation and response to health emergencies. Fire Hose Enchance Comment 76205 At least two positions should be funded, as well as positions for investigating abuse cases and additional funds for Animal Services Enhance Comment 76209 Yes. Let's also create a streets replacement program! Library Enhance Comment 76207 responding to injury and illnesses. Fire Position Enhance Comment 76209 No enhancements that create a deficit. If we can't afford it we shouldn't spend it. I live on a fixed income that only Animal Services Enhance Comment 76207 find this to be a critical role, especially considering we are still in the midst of a pandemic. increase less than 1% a year. Animal Services Enhance Comment 76208 There are plenty of wild animals in Denton that will need this position. Animal Services Enhance Comment 76210 Use the money already allocated within the animal control budget. Library Enhance Comment 76210 Both positions appear to be valuable, however, one would need to be denied in order to balance the budget. Without Community Sery Enhance Comment 76209 knowing more details I selected the Neighborhood Coordinator because the Housing Coordinator role sounds like it is Other Comment 76201 essential to those in need. Improvements in housing could provide a higher revenue for the city in years to come. Housing Services should include affordable housing and create laws/protections to protect individual Community Sery Enhance Comment 76201 homeowners/families from losing their homes to banks/financial institutions from buying out and creating unnecessary Park Maintenance Sery Enhance Comment 76227 building structures/unaffordable homes. Community Sery Enhance Comment 76210 How does the coordinator fee correlate? Is this inclusive of salary, PTEB/burden,training/licensing, as well as recruiting? No enhancements that create a deficit. If we can't afford it we shouldn't spend it. I live on a fixed income that only Community Sery Enhance Comment 76207 I'm guessing this is a comparable salary to other communities? Fire Position Enhance Comment 76208 increase less than 1% a year. Community Sery Enhance Comment 76210 Use money already allocated within Community Services budget. Community Sery Enhance Comment 76208 What does a Housing Services Coordinator do, and how will they help with the runaway cost of housing? Library Enhance Comment 76226 Generating 10m on the backs of the most vulnerable in our community in predatory. We need to stop over policing Fines and Fees Comment 76201 Go back to using OverDrive for ebooks and audiobooks! CloudLibrary isn't very good and doesn't let us read ebooks on Library Enhance Comment 76208 crimes that generate revenue and focus our efforts on safety and getting people home Fire Dept Budget Comment 76208 1 find it very hard to believe that a $37,800,000 budget doesn't have $30,000 for hose replacement. Fire Dept Budget Comment 76201 Why is this so high? If it is infrastructure and the amount of employees match, this is acceptable, I guess. Would like to see Denton control some of the sprawling new developments and encourage more compact infill Fire Dept Budget Comment 76201 development so we can make more efficient use of our fire department staff and operations. Fire Hose Enchance Comment 76208 This should fit in the standard budget. Fire Hose Enchance Comment 76210 Use money already allocated under Fire budget. Fire Hose Enchance Comment 76205 Yes, and we should also plan replacement for other known needed equipment and infrastructure replacement. Fire Hose Enchance Comment 76201 Yes. Let's also create a streets replacement program! Library Enhance Comment 76207 Emergency managers ensure plans and resources are in place for the community should a disaster or incidents occur. I Fire Position Enhance Comment 76209 increase less than 1% a year. Library Enhance Comment 76208 find this to be a critical role, especially considering we are still in the midst of a pandemic. Emergency planning should also include long-term planning to be proactive about infrastructure and working with Fire Position Enhance Comment 76201 residents to create an autonomous community for emergencies with information, sources, and tools before emergencies happen. Fire Position Enhance Comment 76201 I'm guessing this is a comparable salary to other communities? Fire Position Enhance Comment 76208 No. FEMA R6 is located in Denton. Partner with them. Fire Position Enhance Comment 76202 Not needed Gas Well Insp Dept Budget Comment 76207 No Library Enhance Comment 76226 Can we get a library over by the fire station on Vintage. Go back to using OverDrive for ebooks and audiobooks! CloudLibrary isn't very good and doesn't let us read ebooks on Library Enhance Comment 76208 Kindle ereader devices. Library Enhance Comment 76209 1 would suggest additional funding for library services, specifically children's services. I'm interested in knowing more about the cost of a teen librarian. Woukd the $75,000 before multiple locations and Library Enhance Comment 76209 positions? Make sure positions are completely PART-TIME (not exceeding 30 hours) as the living wage needs to be met as if they Library Enhance Comment 76201 were having another part time job to supplement their income. No enhancements that create a deficit. If we can't afford it we shouldn't spend it. I live on a fixed income that only Library Enhance Comment 76207 increase less than 1% a year. Library Enhance Comment 76208 The teen librarian should be a regular FT librarian. There are online public libraries where you can access these resources for free. Put the money into city wide WiFi for Library Enhance Comment 76208 the poor. It can be done for the same amount. Library Enhance Comment 76210 Use money already allocated under Library budget. We can add a corporate tax rate at anytime to greatly increase revenue giving us more spending power for larger Other Comment 76201 projects Park Dept Budget Comment 76207 Decrease Park Maintenance Sery Enhance Comment 76227 Fund it at 75% of the proposal. I enjoy the parks and open spaces the City of Denton provides our family. I saw the City of Denton recently visited the Park Maintenance Sery Enhance Comment 76209 Highland Village water park as a point of reference for improving the Denton water park. The more trails, creeks and parks the better quality of life. Police Position Enhance Comment 76209 As our city is growing I believe adding more positions to the police force is essential to ensure safety. Not only safety for the citizens, but for the police officers who are in need of support and assistance so they can do their jobs well. Strong support for parks, trails, and open space maintenance. I would rather us find a low -maintenance option for Park Maintenance Sery Enhance Comment 76201 medians and rights of way maintenance. There is more research coming out about "no mow" and "low mow" options. They may not have the adverse effects typically suspected. Park Maintenance Sery Enhance Comment 76210 Use money already allocated under Parks and Rec budget. Voluntary efforts should be sought to solve most of these concerns. (To be clear, parks and library are my favorite Park Maintenance Sery Enhance Comment 76208 departments in the city. We should still seek voluntary efforts before resorting to taxation.) Park Maintenance Sery Enhance Comment 76201 We need to have public bathrooms as well for these spaces as part of community service. Park Maintenance Sery Enhance Comment 76205 Why is funding maintenance even a question? We must maintain what we have before we build new stuff. Police Position Enhance Comment 76209 Again, we must maintain what we have. This is better than letting our existing assets fall into disrepair and building one Park Position Enchance Comment 76205 time of day. spend budget improving our city, we have enough police as is. Police Position Enhance Comment 76209 shiny new thing. Park Position Enchance Comment 76208 How are four maintenance FTEs half the price of one police FTE? Public Affairs Enchance Comment 76210 Increase recreation coordinator positions to a seasonal position (6 months) as they seem they are below the poverty line Park Position Enchance Comment 76201 I would need to know more about what the outside surveyor would be doing to provide a higher quality survey. It seems Public Affairs Enchance Comment 76209 for a wage or increase them to a living wage. Park Position Enchance Comment 76210 Use money already allocated under Parks and Rec budget. Does this include the universities or is this just the city? Police vehicles should also be more fuel-efficient and the Police Dept Budget Comment 76201 equipment should be reduced to non -lethal weapons. Police Dept Budget Comment 76201 1 think the police budget is already bloated and does not need additional funding. Police Dept Budget Comment 76208 Increase police budget! Police Dept Budget Comment 76209 Increase training for mental health response training. Collin County Community College has an excellent program. Police Dept Budget Comment 76205 reduce the budget and put funds into proactive crime reduction rather than reactive punishment Police Dept Budget Comment 76205 there is NO REASON to spend 35 MILLION dollars on police. defund it by AT LEAST 30% Would like to see Denton control some of the sprawling new developments and encourage more compact infill Police Dept Budget Comment 76201 development so we can make more efficient use of our police department officers and operations. Police Position Enhance Comment 76201 100% behind the hiring of the civilian positions. Police Position Enhance Comment 76209 As our city is growing I believe adding more positions to the police force is essential to ensure safety. Not only safety for the citizens, but for the police officers who are in need of support and assistance so they can do their jobs well. Police Position Enhance Comment 76201 The denton police do nothing but harass, profile, and abuse the civilians of this county, they are a parasite on the people Police Position Enhance Comment 76202 These support positions should come last, The PD is need of more patrol vehicles. I see police officers driving around it older 2011 vehicles still. Police Position Enhance Comment 76210 Use money already allocated under Police budget. Why should an officer be paid and have a fuel -inefficient vehicle under their care for almost half a million? This money Police Position Enhance Comment 76201 should be use to assist its own residents to maintain their homes and keep them affordable without them being torn down into "luxury" apartments that are too high for students/residents to afford. Property Tax Comment 76209 Due to the pandemic and the cost of living increases everywhere, increased property taxes continue to put a hardship on families. If we were to raise property taxes by 1 cent, I'd hope to see a portion of that go towards some type of housing assistance DEFUND. THE. POLICE. denton police is WAY too present. I feel constantly scared because there are tons of cops in the Police Position Enhance Comment 76205 streets. Denton PD is already known to be racist, lazy, rude & aggressive. we DO NOT need more. Police Position Enhance Comment 76209 How the crap does one officer and a vehicle cost $440k per year? or is this for multiple years? 1 support the police, I really do. But this should be used on equipment and tech upgrades for officers to better so thier Police Position Enhance Comment 76208 jobs, not increase long term pensions we can't fund. Police Position Enhance Comment 76208 I'd rather see retraining and demilitarization of the police force. Property Tax Comment 76209 our city is constantly crawling with police. i've never driven through denton and not seen at least 3 cars patrolling at any Police Position Enhance Comment 76209 We can add a corporate tax rate at anytime to greatly increase revenue giving us more spending power for larger Property Tax Comment 76201 time of day. spend budget improving our city, we have enough police as is. Police Position Enhance Comment 76209 Please increase mental health response training. Collin County Community College has an exemplary program. Police Position Enhance Comment 76201 The denton police do nothing but harass, profile, and abuse the civilians of this county, they are a parasite on the people Police Position Enhance Comment 76202 These support positions should come last, The PD is need of more patrol vehicles. I see police officers driving around it older 2011 vehicles still. Police Position Enhance Comment 76210 Use money already allocated under Police budget. Why should an officer be paid and have a fuel -inefficient vehicle under their care for almost half a million? This money Police Position Enhance Comment 76201 should be use to assist its own residents to maintain their homes and keep them affordable without them being torn down into "luxury" apartments that are too high for students/residents to afford. Property Tax Comment 76209 Due to the pandemic and the cost of living increases everywhere, increased property taxes continue to put a hardship on families. If we were to raise property taxes by 1 cent, I'd hope to see a portion of that go towards some type of housing assistance 90 for Denton residents who are most struggling to afford housing and utilities. I'd also like to see some of it go towards Property Tax Comment 76201 more affordable transportation options for those residents (e.g. sidewalks, bike lanes, and transit passes), so even if they can't afford a car or can't afford to repair the car they have, they can still access employment. Property Tax should never be set as a measure of budget wish lists. Real or perceived value within the context of buying Property Tax Comment 76210 and selling and NOT a municipal money grab. Property Tax Comment 76208 Property taxes are pretty ridiculous. I'd rather pay a little more in sales tax. Property Tax Comment 76209 Tax cuts for commercial enterprise and development should be reduced. We can add a corporate tax rate at anytime to greatly increase revenue giving us more spending power for larger Property Tax Comment 76201 projects Public Affairs Enchance Comment 76209 A survey doesn't cost 30k, be real! Public Affairs Enchance Comment 76210 For $30k the vendor is a rip off. I would need to know more about what the outside surveyor would be doing to provide a higher quality survey. It seems Public Affairs Enchance Comment 76209 there are a lot of free tools at hand for people to provide honest feedback. With new positions budgeted for community services, it seems we would be able to have a better gauge on what people want and what their needs are. No enhancements that create a deficit. If we can't afford it we shouldn't spend it. I live on a fixed income that only Public Affairs Enchance Comment 76207 increase less than 1% a year. Public Affairs Enchance Comment 76210 Use money already allocated under Public Affairs budget. Public Affairs Enchance Comment 76202 You can survey citizens online without paying a company Public Safety Comm Dept Budget Comment 76208 Increase communications budget Sales Tax Comment 76201 Can we revoke the 1/2 cent sale tax to DCTA and dedicate it to something else? Sales Tax Comment 76209 Recommend a .25 cent increase in city sales tax. 90 Sales Tax Comment 76201 We can add a corporate tax rate at anytime to greatly increase revenue giving us more spending power for larger projects This is the second time I am submitting this survey because I don't want to communicate incorrectly about my desires for the city. I want to reduce the locked categories, but this tool does not allow me to do it. Also, It is not clear until after submission that any selections are increases in the budget and not elective parts of the budget. I would decrease Street Lighting Dept Budget Comment 76209 property taxes more than what is allowed on this form, and utilize the economies of scale that should be present in a growing city to cover the cost of services. Let's try be more efficient with what we've got instead of just ask for more money from citizens like myself who are getting tired of the nonsense around increasing taxes. I know it's not just the city, it's the county too... far too much power and too little accountability. Spend Spend Spend when it's not your money --> the Domed Castle on 288 is a prime example of ridiculous govt spending. Traffic Ops Dept Budget Comment 76210 this is way over budget - traffic operations are terrible here so wherever this money is going it's being misspent. Fewer traffic lights, figure out ways to flow traffic instead of control it. 91 Attachment 2 - Budget Feedback Form Comment City of Denton Website Forms Budget Feedback Zip Code Comment Please lower the property tax rate. Due to property values skyrocketing, it is causing our property taxes to skyrocket also. 76205 The city should be able to fund the budget with a lower property tax rate since we are paying so much more in property taxes since I bought a house in 2009.. It will help keep the cost of living in Denton down. Attachment 3 - UTT Language List FY21 UNIVERSE Universe Technical Translation's TECHNICAL TRANSLATION List of Provided Languages — FY21 Crioulo Ilocano Mien Sorani Croatian Indonesian Minh Spanish Czech Inupiaq Mixteco Sudanese Dagbani Iraqi Arabic Moldavian Swahili Acateco Danish Italian Mon Swedish Acholi Dari Jamaican Creole Mongolian Syrian Afrikaans Dinka Japanese Montenegrin Tagalog Agri Dutch Javanese Mundari Taishanese Akan Ebon Kachin Nakhi Taiwanese Albanian Estonian Kanjobal Navajo Tajik Amharic Ewe Kannada Ndebele Tamil Apache Fanta Karen Nepali Telugu Arabic Farsi Karenni/Kayah Nigerian Tewa Armenian Fijian Kashmiri Norwegian Thai Arvantic Finnish Kazakh Nuer Thonga Assyrian Flemish Khasi Oramiffa Tibetan Aymara Foochow Khmer Oromo Tigre Azerbaijani French Kinya/Rwanda Pampangan Tigrigna (Eritrea) Balinese French Cajun Kirundi Pashto Tigrinya Bambara French Canadian Korean Persian Tiwa Bantu French Creole Kosovan Pidgin Toisan Basque Fukienese Krahn Polish Toishanese Bedawi Fulah/Fulani Krio Portuguese Tongan Behdini Fulienese Kunama Portuguese— Towa Belorussian Fuzhou Kurdish Creole Trukese Bengali Ga Kyrgyz Pular Tupuri Bishnupriya Gaelic Laotian Punjabi Turkish Bosnian Georgian Latvian Q'egchi Turkmen Bugis German Lingala Quiche Twi Bulgarian Grebo Lithuanian Romanian Ukrainian Burmese Greek Luganda Russian Urdu Cakchiquel Gujarati Maay Sadri Uyghur Cambodian Gurani Maba Samoan Uzbek Cantonese Haitian Creole Macedonian Sango Vietnamese Catalan Hakka Madurese Serbian Visayan Cebuano Hausa Malay Serbo-Croatian Welsh Chakma Hawaii Creole Malayalam Shanghainese Wolof Chaldean Hawaiian Malinke Sichuan Yemeni Cherokee Hebrew Mam Sicilian Yiddish Chichewa Hindi Manchu Sindhi Yoruba Chin Hmong Mandarin Sinhalese Yupik Chinese Hokkien Mandingo Slovak Zande Chiu -Chow Hunanese Mandinka Slovenian Zou Chuj Hungarian Marathi Somali Zulu Chuukese Ibo Marshallese Songhay Creole Icelandic Mazanderani Soninke 93 Date: August 13, 2021 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Franchise Fees and Return on Investment Information Report No. 2021-060 BACKGROUND: On Aug. 10, 2021, several Council members requested additional information regarding franchise fees and return on investment (ROI). DISCUSSION: Franchise Fees The calculation of franchise fees paid to the City for the use and occupancy of public rights-of- way by investor-owned utilities and electric/gas cooperatives are governed by State Law, City Charter/Code provisions, and the language in formal franchise agreements. However, the same is not true for municipally -owned utilities, which are governed by the Public Utility Commission (PUC) of Texas, Public Utilities Board (PUB) and City Council. Investor -Owned Utilities There are numerous investor owned utilities operating in the City. Cable TV operators pay 5% of revenues, Telephone operators pay a rate per telephone line that is adjusted for CIP annually, natural gas utilities pay 5% of revenues, and electric utilities pay 4-5% of revenues. Municipally -Owned Utilities Currently, the Water, Wastewater and Electric utilities pay a franchise fee to the General Fund which is administered by the City. To be in line with investor-owned utilities and to adequately compensate the General Fund for use of city space and right-of-way, the municipally -owned utilities franchise fees are set at 5% of gross revenues. The Drainage Department, beginning in FY 2004-05, is exempt from franchise fees. Due to the complexity of the Water, Wastewater and Electric fund and the variation of how other entities (public and private) calculate franchise fees for their respective cities, not all revenues are included in the calculation of franchise. All revenue categories in the Solid Waste fund are used in the calculation of a franchise fee which equals 5% of gross revenues. As new revenue streams are identified and before new revenue codes are created in the City's financial system, the Director of Finance will consult with appropriate Manager or Director whether or not such new revenue should be included in the calculation of franchise fees. Creating a new revenue code to segregate existing revenue streams will not be justification to exempt such revenue from this calculation. Return on Investment The Return on Investment (ROI) is intended to provide a monetary benefit to the General Fund for owning and operating municipally owned utilities. Currently, the Electric, Water and Wastewater Utilities pay the following ROI to the General Fund. Date: August 13, 2021 Report No. 2021-060 • Electric — 6% (returns to 3.5% in FY 2022-23) • Water — 3.5% • Wastewater — 3.5% On April 21, 2020, the City Council approved an increase in the ROI for the Electric Fund from 3.5% to 6%. The increased ROI will be for the remainder of FY 2020-21 and FY 2021-22 at which point it will decrease to 3.5%. It is important to note that Electric's Energy Cost Adjustment (ECA) revenue is capped at 3.0 cents per kWh, and revenues associated with the Denton Energy Center are excluded from the calculation. The ROI calculation for each Utility varies by revenue category. However, the calculation for each Utility is primarily based on the following three categories. 1. Residential Rate Revenue 2. Commercial Rate Revenue 3. Wholesale Rate Revenue (Water, Wastewater) 4. Other Revenue (Transmission Cost of Service Revenue) Increasing the ROI percentage will generate more revenue for the General Fund. General Fund revenues can be used for a variety of expenses and do not have as many restrictions as other sources of funding. Increasing the ROI percentage would most likely lead to increases for utility rate payers. Increasing the ROI percentage versus increasing property taxes could pose potential cost inequity because property owners who pay property taxes to the General Fund may not also use municipally -owned utilities. For example, there are three other electric operators in Denton and some property owners utilize well water and/or septic systems instead of Denton Utilities. If a property owner falls into one of those categories, they would not see additional costs of utility rate increases but would see the benefit of the revenue into General Fund. Changes to the ROI percentage are at the discretion of City Council. The City Charter states "the city shall be entitled to receive annually on the net investment from excess revenues, if any, not more than six (6) percent of the net investment." As stated previously, the Electric Fund is currently at 6% ROI through FY2022 at which time, the ROI percentage for Electric will revert to 3.5%. Any change to the ROI percentage would require adoption of an ordinance formalizing the change. STAFF CONTACT: Cassey Ogden Director of Finance Cassandra.Ogden@cityofdenton.com REOUESTOR: Council Member Armintor Council Member Byrd Council Member Davis Council Member Maguire Date: August 13, 2021 PARTICIPATING DEPARTMENTS: Finance STAFF TIME TO COMPLETE REPORT: Staff — 3 hours ATTACHMENTS Attachment 1 — Ordinance 20-875 Report No. 2021-060 1 Attachment 1 ORDINANCE NO. 20-875 A ORDINANCE ESTABLISHING THE CITY OF DENTON'S STRATEGY IN RESPONSE TO ECONOMIC IMPACTS OF THE COVID-19 PANDEMIC; AND, PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas ("City") is a home -rule municipal corporation duly organized and validly existing under the laws and Constitution of the State of Texas; and WHEREAS, the economic impacts of the COVID-19 pandemic will substantially impact the City, and the City must reduce expenditures to address projected revenue shortfalls; and WHEREAS, the City immediately acted to reduce the financial impact, including implementing a hiring freeze for City personnel except for new vacancies in Civil Service or other essential positions, delaying or reprioritizing capital projects, reducing contract expenditures through renegotiations, reductions and non -appropriate clauses, ceasing all discretionary travel and training, and reducing other operating expenses; and WHEREAS, to address the projected revenue shortfalls, the City will offer eligible employees a voluntary separation incentive and increase the return on investment rate transferred annually by City's electric utility to the City's general fund from its current rate of 3.50 percent to 6.0 percent from the effective date of this ordinance until September 30, 2022; and WHEREAS, given the economic uncertainty created by the COVID-19 pandemic, staff will continue to monitor financial conditions and adjust assumptions and strategies appropriately; and NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations and fmdings 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 is authorized to implement the following additional steps as he deems appropriate: Offer eligible employees a voluntary separation incentive beginning April 22nd; and Increase the return on investment ("ROI") rate transferred annually by City's electric utility to the City's general fund from its current rate of 3.50 percent to 6.0 percent from the effective date of this ordinance until September 30, 2022 at which time the ROI rate shall be reduced to 3.5 percent. SECTION 3. The City Leadership Team will continue to monitor financial conditions, report back to City Council with periodic updates, and take additional actions as necessary to safeguard the City's finances and to mitigate property tax rate and utility tax rate increases for City of Denton residents. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by ECG Y 1&IrxG S and seconded by -, ;�fllnl r7TO,G . The Or inane was passed and approved by the following vote [ 7 - ,0 ]: Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Aye Nay v V V Abstain Absent PASSED AN APPROVED this the oZ % day of 2020. ATTEST: ROSA RIOS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORIl Y BY: CHFdSMATTS, MAYOR Date: August 13, 2021 Report No. 2021-058 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Police Department Positions in Proposed Budget and Proposed Projects BACKGROUND: On Aug. 2, 2021, Council Member Armintor requested information on the function and need for the five Police Department civilian positions in the City Manager's FY 2021-22 Proposed Budget. Council Member Armintor also inquired about the street outreach expansion FTEs in the American Rescue Plan (ARP) Proposed Projects. DISCUSSION: The Police Department personnel request is based on the Matrix Consulting Group's Police Department Staffing Study that was presented to the City Council on Aug. 3, 2020. The Matrix team conducted a comprehensive analysis of current service levels, operations, and delivery of services; current and projected staffing; comparison to best practices; and organization and operations management. In the report, the Matrix Consulting Group recommended: "Through 2030, the department will need to add 35 sworn and 6 civilian positions to keep up with service impacts that result from growth. These numbers are in addition to the staffing recommendations to address current issues identified in the report. " The FY2021-22 Proposed Budget includes five civilian Police positions to address the needs described in the staffing study. Information on each proposed civilian position is provided below: (1) Grants Manager - Administrative Bureau As recommended by the City Auditor's report in June 2020, incorporating a centralized source within the department with the administrative and technical skillset to ensure all financial grant requirements are met by the department after grant funds are secured is a critical need. As of date, this function is being absorbed by various police personnel working within the impacted workgroup of the grant. By incorporating a non -sworn staff person to monitor the department's grants, it will better enable the sworn personnel the ability to focus on maintaining the operational components of the grant. (2) Administrative Assistant II - Patrol Operations Bureau Currently, Lieutenants in the Patrol Operations Bureau process cases to be sent to the District Attorney's Office for prosecution. This is extremely time consuming and detracts from these supervisors' ability to oversee other aspects of their shifts. There is not currently administrative support within the Operations Bureau; several surrounding law enforcement agencies employ civilians to complete this critical task. The two proposed Administrative Assistants would prepare and file cases, expediting the process. This would allow all criminal cases to be resolved faster, increasing due process for both suspects and victims Date: August 13, 2021 Report No. 2021-058 of crime. The addition of these positions would also allow the Lieutenants added time to supervise their officers more directly, which will result in better service to community members. (1) Quartermaster - Support Operations Bureau At the recommendation of the Matrix Consulting Group, the Quartermaster function was moved out of the Recruiting Unit and to the Support Division. The staffing study also recommended hiring a civilian to staff the position. As of date, a sworn Police Lieutenant is conducting the purchasing, issuance, and tracking of the department's equipment and uniforms. Additionally, the purchasing, issuing, and tracking of Personal Protective Equipment (PPE) is being conducted by a second sworn Police Lieutenant and an officer assigned as the Emergency Management Coordinator. These Lieutenants are currently being tasked with the daily functions of making equipment and supply purchases, issuing supplies and equipment, and maintaining the inventory of records. By integrating a civilian position to assume responsibility over the Quartermaster function, the position will be less expensive to staff, the department will become more fiscally responsible in equipment - related expenses through improved tracking, and the Police Lieutenants and Emergency Management Coordinator will be able to focus their time on oversight of police officers and emergency management functions. (1) Fleet Specialist - Support Operations Bureau As recommended in the staffing study, the department would like to incorporate one civilian position to assist in the management of the department's Fleet/Body Worn Cameras. As of date, the department currently has one Police Officer assuming the responsibilities of the unit's daily tasks. A vast majority of the functions of the position require knowledge of current technology and I.T.-related issues and systems. While some law enforcement operational knowledge is a benefit for the practical uses of the equipment in the field, this could be learned by a civilian, or someone with previous law enforcement experience. Adding a civilian position to the unit will enable the officer to concentrate on troubleshooting issues experienced by staff and eventually transfer duties completely and return to duties requiring a sworn officer. Two street outreach FTEs were also included in the American Rescue Plan (ARP) Proposed Projects list presented to City Council. Staff proposed funding a Firefighter/Paramedic and Crisis Intervention Clinician, who would be housed within the Mental Health Division of the Denton Police Department. While the firefighter would still report to the Fire Department, both FTEs would work daily with the two Homeless Outreach Team sworn officers. This team will continue to collaboratively work with community partners to build relationships and connect those living unsheltered with resources and housing. STAFF CONTACT: Frank Dixon Chief of Police Frank. Dixon(acityofdenton.com in Date: August 13, 2021 REOUESTOR: Council Member Armintor PARTICIPATING DEPARTMENTS: Police STAFF TIME TO COMPLETE REPORT: 2 hours Report No. 2021-058 in 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 102 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 2 103 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 21-1090, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) The adoption of an action plan for bicycle friendly communities. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 104 11'1%1_0201� DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office ICM: Sara Hensley DATE: August 17, 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) The adoption of an action plan for bicycle friendly communities. 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. Adopt an action plan for bicycle friendly communities. a. Requestor: Council Member Beck b. Council Member Request. "Given the on-going revision to the Mobility and Comprehensive plans, the upcoming environmental recommendations of the Sustainability Framework Advisory Committee (SFAC), the recent hire of Mr. Nathan George to oversee the City's bicycle, pedestrian, and ADA compliance plans, and given that we have a stated goal in the Denton 2030 Plan (p. 185, Action 6.14.9) that Denton "Designate and maintain the City of Denton as a Bicycle Friendly Community", I propose we rectify this gap and oversight by actively pursuing "Bicycle Friendly Community (BFC)" status with the League of American Bicyclists, through the adoption of the "Action Plan for Bicycle Friendly Communities" (attached). Most of the items in the Plan revolve around data metrics, education/outreach, and community involvement and we already have several in our existing strategic goals. I ask that we adopt and pursue the remainder and request BFC certification. 105 The BFC program building blocks used by the League to assess communities are described at: https:/ibikelea ug e ori/content/building-blocks-bicycle-friendly-communities Adoption of the Plan and concomitant BFC designation would augment both the destination and livability status of Denton as there are only 13 BFC's in all of Texas and only 4 in the DFW metroplex: • Frisco • Fort Worth • Richardson • Plano." c. Staff Information: The pursuit of a Bicycle Friendly Community (BFC) designation is a stated goal in the Denton 2030 Plan. The League of American Bicyclists established the BFC program to provide a roadmap to improve conditions for bicycling and guidance to help make each community's vision for a better, bikeable community a reality. In 2012, the City of Denton committed to securing BFC designation, and in 2016 a BFC application was submitted and the City was awarded an Honorable Mention by the League of American Bicyclists. Since that time, the City has continued to expand the number of bike lanes and the trails network, and has made a concerted effort to improve bicycle safety on City streets. The Capital Projects — Engineering Department is excited to continue delivering new bicycle facilities and programs that will strengthen a future application to the League of American Bicyclists for BFC designation. Our new Sr. Planner — Bicycle, Pedestrian and ADA Coordinator has spent his first few weeks exploring Denton's existing bicycle and mobility plans, reviewing feedback on the 2016 BFC application, and collaborating with the Engineering team on currently planned capital projects. This process will guide investments in new facilities, leverage partnerships with stakeholders as programs are delivered, and strategically position the City of Denton for a successful future BFC application. Staff recommends waiting a few more years to implement recommendations from the 2016 BFC application to ensure the City of Denton is more strategically positioned to obtain BFC designation. The Capital Projects -Engineering Department's strategies over the next 18-24 months will accelerate our bicycle program in preparation for the next application, those strategies will be outlined in an Informal Staff Report that will be distributed in fall 2021. d. Date requested. July 29, 2021 e. Format for response: Work Session EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Ordinance No. 19-2026 Exhibit 3 — Action Plan for Bicycle Friendly Communities Exhibit 3 — Presentation Respectfully Submitted: Rachel Balthrop Mendoza Assistant to the City Manager 106 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. 107 (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. 108 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....... 109 Action Plan for Bicycle Friendly Communities We, the undersigned Mayors and municipal elected officials, make decisions every day affecting the health and safety of our residents, the efficient conduct of commerce and delivery of government services, and the long term quality of life in our communities. Cities across the globe are managing diverse issues such as pollution, congestion, traffic safety, accessibility, social inclusion, and economic growth. Increasing urbanization and sprawl is generating extra demand for quality public spaces and recreation opportunities. A renewed emphasis on security and the costs of dealing with the emerging epidemics of obesity and physical inactivity are stretching limited resources even further. Solutions to these many challenges are equally diverse and complex. This Charter recognizes one policy initiative that addresses these challenges and contributes to many of the solutions necessary to improve the quality of life in cities: increasing the percentage of trips made by bicycle by making communities more bicycle -friendly. We recognize that increasing bicycle use can: Improve the environment by reducing the impact on residents of pollution and noise, limiting greenhouse gases, and improving the quality of public spaces. Reduce congestion by shifting short trips (the majority of trips in cities) out of cars. This will also make cities more accessible for public transport, walking, essential car travel, emergency services, and deliveries. Save lives by creating safer conditions for bicyclists and as a direct consequence improve the safety of all other road users. Research shows that increasing the number of bicyclists on the street improves bicycle safety. Increase opportunities for residents of all ages to participate socially and economically in the community, regardless income or ability. Greater choice of travel modes also increases independence, especially among seniors and children. Boost the economy by creating a community that is an attractive destination for new residents, tourists and businesses. Enhance recreational opportunities, especially for children, and further contribute to the quality of life in the community. Save city funds by increasing the efficient use of public space, reducing the need for costly new road infrastructure, preventing crashes, improving the health of the community, and increasing the use of public transport. Enhance public safety and security by increasing the number of "eyes on the street" and providing more options for movement in the event of emergencies, natural disasters, and major public events. Improve the health and well being of the population by promoting routine physical activity. (Over) 110 Therefore we, the undersigned Mayors and municipal elected officials, are committed to taking the following steps to improve conditions for bicycling and thus to realizing the significant potential benefits of bicycling in our community. We hereby adopt the following Action Plan for Bicycle Friendly Communities: 1. Adopt a target level of bicycle use (e.g. percent of trips) and safety to be achieved within a specific timeframe, and improve data collection necessary to monitor progress. 2. Provide safe and convenient bicycle access to all parts of the community through a signed network of on - and off-street facilities, low -speed streets, and secure parking. Local cyclists should be involved in identifying maintenance needs and ongoing improvements. 3. Establish information programs to promote bicycling for all purposes, and to communicate the many benefits of bicycling to residents and businesses (e.g. with bicycle maps, public relations campaigns, neighborhood rides, a ride with the Mayor) 4. Make the City a model employer by encouraging bicycle use among its employees (e.g. by providing parking, showers and lockers, and establishing a city bicycle fleet). 5. Ensure all city policies, plans, codes, and programs are updated and implemented to take advantage of every opportunity to create a more bicycle -friendly community. Staff in all departments should be offered training to better enable them to complete this task. 6. Educate all road users to share the road and interact safely. Road design and education programs should combine to increase the confidence of bicyclists. 7. Enforce traffic laws to improve the safety and comfort of all road users, with a particular focus on behaviors and attitudes that cause motor vehicle/bicycle crashes. 8. Develop special programs to encourage bicycle use in communities where significant segments of the population do not drive (e.g. through Safe Routes to Schools programs) and where short trips are most common. 9. Promote intermodal travel between public transport and bicycles, e.g. by putting bike racks on buses, improving parking at transit, and improving access to rail and public transport vehicles. 10. Establish a citywide, multi -disciplinary committee for nonmotorized mobility to submit to the Mayor/Council a regular evaluation and action plan for completing the items in this Charter. "We will promote safe and environmentally friendly cycling and walking by providing safe infrastructure and networks..." World Health Organization Charter on Transport, Environment and Health, 1999. "The US Conference of Mayors calls on cities and communities to promote increased safe bicycle use for transportation and recreation..." US Conference of Mayors, 2003. For the City of- ..................................................... .................................................... Signature Name 111 L. 7I t .. CITY 'OF DENT A-1 n ;tuest t * 4 i Or r nfdrmation mp"m �.�r City Council Meeting August 17, 2021 271 - Y CITY J DF DENTON InT .I . . Pirw. }, s.;R IL L. 7I t .. CITY 'OF DENT A-1 n ;tuest t * 4 i Or r nfdrmation mp"m �.�r City Council Meeting August 17, 2021 271 - Y CITY J DF DENTON InT .I . . 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: 21-1090 August 17, 2021 2 Item 1 Adopt an action plan for bicycle friendly communities. Requestor: Council Member Beck Given the on-ggoing revision to the Mobility and Comprehensive plans, the upcomin environmental recommendations of the Sustainablity Framework Advisory Committee (SFAC), the recent hire of Mr. Nathan Geor e to oversee the City's bicycle, pedestrian, and ADA compliance plans, and iven that we have a stated goal in the Denton 2030 Plan (p. 185, Action 6.14.9) that Denton Designate and maintainhe City of Denton as a Bic cle Friendly ommuni propose we rectify this qap and oversight by actively pursuing Bicycle Friendly Community BFC) status with the ea ue of American Bicyclists, through the adoption of the Action Plan for Bicycle Friendly Communities"attache . Most of the items in the Plan revolve around data metrics, education outreach, and community involvement and we a ready have several in our existing strategic goals. I ask that we adopt and pursue the remainder and request BFC certification. The BFC program building blocks used by the League to assess communities are described at: https://bikeleague.org/content/building-blocks-bicycle-friendly-communities Adoption of the Plan and concomitant BFC designation would augment both the destination and livability status of Denton as there are only 13 BFC's in all of Texas and only 4 in the DFW metroplex: • Frisco • Fort Worth • Richardson • Plano." Staff Information: The pursuit of a Bicycle Friendly Community (BFC) designation is a stated goal in the Denton 2030 Plan. The League of American Bicyclists established the BFC program to provide a roadmap to improve conditions for bicycling and guidance to help make each community's vision for a better, bikeable community a reality. Staff recommends waiting a few more years to implement recommendations from the 2016 BFC application to ensure the City of Denton is more strate ically positioned to obtain BFC designation. The Capital.Pro ects-Engineeringg Department's strategies over the next 18-2 months will accelerate our bicycle program in preparation or the next apprcation, those strategies will be outlined in an Informal Staff Report that will be distributed in fall 2021. • Requested Format for Res CSTY OF 1k. =- DENT N Work Session City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1411, Version: 1 AGENDA CAPTION Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive competitive and financial public power information from staff related to a power purchase agreement between the City of Denton, as the seller of power and electric energy services, and Texas Woman's University, as buyers of power and electric energy services; discuss and deliberate actions regarding the same. Consultation with the City's attorneys regarding legal issues associated with the above matters where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 115 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 21-1774, Version: 1 AGENDA CAPTION Mr. Edward Sanders regarding masks in schools and defiance of the Governor. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 116 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1352, Version: 1 AGENDA CAPTION Consider nominations/appointments to the City's Boards, Commissions, and Committees: Animal Shelter Advisory Committee, Board of Ethics, Committee on Persons with Disabilities, Community Services Advisory Committee, Health & Building Standards Commission, Historic Landmark Commission, Library Board, Parks, Recreation & Beautification Board, Planning & Zoning Commission, Public Art Committee, Public Utilities Board, and Zoning Board of Adjustment. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 117 of DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office ICM: Sara Hensley DATE: August 17, 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, Board of Ethics, Committee on Persons with Disabilities, Community Services Advisory Committee, Health & Building Standards Commission, Historic Landmark Commission, Library Board, Parks, Recreation & Beautification Board, Planning & Zoning Commission, Public Art Committee, Public Utilities Board, 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 118 DOARDS ❑ COMMISSIOOS a OW ATIODS LIST A❑gl1smq L❑L❑ BOARD/COMMITTEE/COMMISSION COUNCIL NOMINATING NOMINEE PRESENT TERM NEW TERM STATUS & PLACE CCM QUALIFICATION OR PREFERENCE, IF ANY SeEI§L Dar L, - ReEEDoin®en❑ Ani❑ I l Sheller Adosor❑Co❑❑iEae M. gl irel l.. mnElhoi❑irden ❑❑❑❑DIDJL,-❑L IBrolgh Ag76CL0 ❑Lm ❑O7io 0 o❑oonornl Ced in other SeCLe❑ Car R 0000 ❑oord 000lhics ME'goreoE Howoi ❑Iossen LEA [hrolgh ❑e❑ AD7OsEED 0000 ore❑ ❑ ❑❑ro❑Licensed Cooiselor ❑❑oXOIROD Sem❑ Der ❑, 0000 lhrolgh ACgcsCLR 0000 Coo ❑iuse on Lemons Li® DisO71i@s - MLgGreL= Allison Dello 0LA Oe0 F❑LL Sem❑ Der C; Throogh ACgOsdq LL. Sem❑ Ler C; _. Co00iose on Demons Oil&DisLGIiGEs _1dLL ❑O Duo D11110000 lhrolgh Reozbin®en❑ ACODSCLD ❑LUL Sem❑ Ler 0, ^_LL- Co00oniolSerLices Ad0sorOCo00ioee Lord LL Hoindi Gori❑ D 1 lhrolgh ❑e❑ ACODSCLD LL. Sem❑ Ler L, _. 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SeC®D Dar L, ®L Hisioric Loido QOCoo❑ission DodOE ❑oiDFinleL 0000®0011❑❑❑ [hroEgh Re CLDoin®en❑ A osCC ❑Cm Corenlm❑ Olio 0 DO[Ber ❑❑❑XDIR❑D Se®❑ Ler ❑, ❑LL❑ [hroogh ADgDsCLO 0000 Hislbric Loido oroC000ission MelLbr® Clse Cojle DIA Leo FOLL SeC®❑ Ler ❑, 't 1 Throogh ADgl]BCm, LL-- SeoB❑ Ler q -L-- Lio'o'0000rd _ _1dLL LLO'❑ CCn® 000010000 [hroogh ReCLDDin®enL A47DBCLD LC- Sem❑ Ler 4 -C- Lio'o'❑000rd _ _ec-LL ODA Mogolis ❑❑❑❑D7❑❑❑ [hroogh ReCLDDin®enL ACODBCLD CC- SeEl8D Ler ❑, -L- ❑o Cs, RecreLibn Ord Le❑❑ lkDIibn DDD'd _ MelElbr® E11D es DOerich u1UJu JJ- [hroogh ReCLDDin®enL A47DBCLD CC- SeoB❑ Ler 4 -C- ❑loining Old❑oning COLLission _ Lod EL Ronnie Anderson u1UJUUJJ- [hroogh ReCLDDin®enL A47DBCLD LC- SeoB❑ Ler L. -L- ❑loining oid ❑oning COLLission _ Mogiorem Cbrddl Oillorreo DA [hroogh ❑e❑ AD713300D LL-- Sem❑ Ler ❑, -L-- ❑ooicAr❑Co❑❑ire _ Lod® MOneDFrOlLln ❑❑❑❑11110 [hroogh ReLQoin®en❑ ACgos®, ❑L-- SeEIDL Dqr ❑, -C- ❑❑tic ❑Cdilies OODrd -. Melor® Lor❑Cec❑ LEA [hroogh ❑e❑ Ag1EeCL0 Lr - SeEM❑ Ler 0, -Lr DDning ODDrd o❑Adus®en❑ -. -Td D[ Mich Del Red Dine ❑11110000 00C [hrolgh ReEEDoin®enL Ag1EeCLl] DDDD ❑❑OX❑IR❑D SeoBL E]gr 0, -F7- [hroogh AEgos®, ❑000 DDning Doord o❑Ad Ls®en❑ - MCgoreal L❑Dren Fischer ❑A ❑e❑ F❑LL SeoBL Dqr 0, -F-- r- Throogh Throogh ALgos®, or-- ❑❑OX❑IRDD SeEIOD Der0 - F. ❑oning ❑ood o❑Adoe®en❑ ALL :ALT oo Mel[Her® ❑rDndon McGee DIA Del] 119 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 21-1700, Version: 1 AGENDA CAPTION Consider approval of a resolution of the City of Denton providing the July 28, 2021 meeting absence of a Planning and Zoning Commission Member be excused; and declaring an effective date. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 120 OF DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office ICM: Sara Hensley DATE: August 17, 2021 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider approval of a resolution of the City of Denton providing the July 28, 2021 meeting absence of a Planning and Zoning Commission Member be excused; and declaring an effective date. BACKGROUND Section 2-83(c) of the Denton City Code mandates board, commission, or committee members who cannot attend a meeting must contact the chairperson or an appropriate staff liaison to report the absence before the start of the meeting and provide the reason. Absences can be excused by the City Secretary if the notification is received in advance of the meeting and if the absence is for the following reasons: personal or family illness, death of a family member, jury duty, service in the armed forces, testifying before the legislature, attending a seminar involving municipal matters of importance to the member's duties, or an absence necessary for the member's business or employment. All board, commission, and committee members are provided information on the attendance requirements. Planning and Zoning Member Tim Smith reported the absence on July 28, 2021 was due to being out of town for a personal vacation, with such reason not meeting the excused absence criteria. Denton City Code Section 2-83(c)(1)(b) provides that in the event an absence does not meet any of the above excused absence criteria, a member may submit a request to have the absence excused to the City Secretary's Office in writing no later than ten business days after the date the absence occurred, after which the City Secretary will place an item on the next available City Council agenda for consideration, in accordance with the Texas Open Meetings Act. Commissioner Smith filed the request within the timeline required. The request is being formally presented to City Council. EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Draft Resolution & Exhibit Respectfully submitted: Rosa Rios City Secretary 121 RESOLUTION NO. A RESOLUTION OF THE CITY OF DENTON PROVIDING THE JULY 28, 2021 MEETING ABSENCE OF A PLANNING AND ZONING COMMISSION MEMBER BE EXCUSED; AND DECLARING AN EFFECTIVE DATE. WHEREAS, Ordinance No. 19-2866, adopted January 28, 2020, outlines the attendance policy/requirements for members of certain board, commission, and committees; and WHEREAS, at adoption, Ordinance No. 19-2866 amended Section 2-83(c)(1)(a) to provide that an absence shall be considered excused for the following reasons: personal or family illness, death of a family member, jury duty, service in the armed forces, testifying before the legislature, attending a seminar involving municipal matters of importance to the member's duties, or an absence necessary for the member's business or employment; and WHEREAS, Section 2-83(c)(1)(b), provides that "[i]n the event an absence does not meet any of the above noted criteria for an excused absence, the member may submit a request to have the absence excused to the City Secretary's Office in writing no later than ten business days after the date the absence occurred, after which the City Secretary will then place an item on the next available city council agenda for their consideration, in accordance with the Texas Open Meetings Act."; and WHEREAS, Planning and Zoning Commission Member Tim Smith (Member) was absent from the July 28, 2021 meeting, with the purpose of the absence not meeting the criteria for an excused absence; and WHEREAS, the Member has requested City Council excuse the absence from the July 28, 2021 meeting, for the purpose as stated in Exhibit A; and, WHEREAS, the City Secretary formally presents the Member's request for an excused absence to the City Council; NOW THEREFORE; THE COUNCIL OF THE CITY OF DENTON, HEREBY RESOLVES: SECTION 1. The reason for Member Tim Smith's absence from the July 28, 2021 Planning and Zoning Commission meeting is sufficient to provide the absence be excused. SECTION 2. The Minutes of the July 28, 2021 Planning and Zoning Commission meeting should reflect the absence has been excused by the City Council on the date of adoption of this Resolution; and the attendance record should reflect such absence as excused. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. 122 The motion to approve this Resolution was made by and seconded by , the Resolution was passed and approved by the following vote Aye Nay Abstain Absent Gerard Hudspeth, Mayor: 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 BY: 123 U} DENTON B&C NOTIFICATION OF ABSENCE Per Section 2 8S(c) of the Lenton City Code. Memhers who caarwt attend the meeting mast contact the chairperson or an appropriate staff Awsw concerning his or her ahsenee pritr to the meeting. PI ease als o include citysecretary9cityofdenton coni in the notification email. MEMBER INFORMATION Name Email Phore Tim Smith Date of absence: 07/28/2021 What board, commission, or committee does this absence apply to? - Select only one - Submit one form per absence ❑ Airport Advisory Board ❑ Animal Shelter Advisory Committee ❑ Animal Shelter Advisory Committee ❑ Board of Ethics ❑ Committee on Persons with Disabilities ❑ Community Development Advisory Committee ❑ Denton Code Review Committee ❑ Denton Police Department Chief of Police Advisory Board ❑ Health and Building Standards Commission ❑ Historic Landmark Commission ❑ Human Services Advisory Committee ❑ Library Board ❑ Parks, Recreation and Beautification Board © Planning and Zoning Commission ❑ Public Art Committee ❑ Public Utilities Board ❑ Sustainability Framework Advisory Committee ❑ Traffic Safety Commission ❑ Zoning Board of Adjustment R - a --n for A' - sen - - (Selec` -niy one crie(-, as app"cable. "no' noted, see se -`° - -- below.) . ❑ personal or family illness 2. ❑ death of a family member 3. ❑ jury duty 4. ❑ service in the armed forces 5. ❑ testifying before the legislature 6. ❑ attending a seminar involving municipal matters of importance to the member's duties 7. ❑ absence necessary for the member's business or employment 8. © OTHER: Personal fau ly vacation had been reserved for 7127121 - 7130121 sornewhere around 811/2020 and was set prior to PZC calendar being set late December of 2020. If your absence is determined to be unexcused (not clearly meeting Criteria 1-7), would you like the City Secretary to submit a request to the City Council to excuse your absence? ® Yes ❑ No 124 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 21-1722, Version: 1 AGENDA CAPTION Consider approval of a resolution of the City of Denton providing the August 5, 2021 meeting absence of a Public Art Committee Member be excused; and declaring an effective date. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 125 OF DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office ICM: Sara Hensley DATE: August 17, 2021 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider approval of a resolution of the City of Denton providing the August 5, 2021 meeting absence of a Public Art Committee Member be excused; and declaring an effective date. BACKGROUND Section 2-83(c) of the Denton City Code mandates board, commission, or committee members who cannot attend a meeting must contact the chairperson or an appropriate staff liaison to report the absence before the start of the meeting and provide the reason. Absences can be excused by the City Secretary if the notification is received in advance of the meeting and if the absence is for the following reasons: personal or family illness, death of a family member, jury duty, service in the armed forces, testifying before the legislature, attending a seminar involving municipal matters of importance to the member's duties, or an absence necessary for the member's business or employment. All board, commission, and committee members are provided information on the attendance requirements. Public Art Committee Member Monet Franklin reported the absence on August 5, 2021 was due to not receiving the meeting link to allow for virtual participation at the meeting although it had been requested. The purpose of the absence does not meet the excused absence criteria. Staff reported Public Art Committee meetings are always held the first Thursday of each month at 4 p.m., with the Committee having adopted an annual calendar reflecting those dates; and that the member was called the day of the meeting to determine the method of participation, with no response to that call. Denton City Code Section 2-83(c)(1)(b) provides that in the event an absence does not meet any of the above excused absence criteria, a member may submit a request to have the absence excused to the City Secretary's Office in writing no later than ten business days after the date the absence occurred, after which the City Secretary will place an item on the next available City Council agenda for consideration, in accordance with the Texas Open Meetings Act. Member Franklin filed the request within the timeline required. The request is being formally presented to City Council. EXHIRITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Draft Resolution & Exhibit Respectfully submitted: Rosa Rios City Secretary 126 RESOLUTION NO. CONSIDER APPROVAL OF A RESOLUTION OF THE CITY OF DENTON PROVIDING THE AUGUST 5, 2021 MEETING ABSENCE OF A PUBLIC ART COMMITTEE MEMBER BE EXCUSED; AND DECLARING AN EFFECTIVE DATE. WHEREAS, Ordinance No. 19-2866, adopted January 28, 2020, outlines the attendance policy/requirements for members of certain board, commission, and committees; and WHEREAS, at adoption, Ordinance No. 19-2866 amended Section 2-83(c)(1)(a) to provide that an absence shall be considered excused for the following reasons: personal or family illness, death of a family member, jury duty, service in the armed forces, testifying before the legislature, attending a seminar involving municipal matters of importance to the member's duties, or an absence necessary for the member's business or employment; and WHEREAS, Section 2-83(c)(1)(b), provides that "[i]n the event an absence does not meet any of the above noted criteria for an excused absence, the member may submit a request to have the absence excused to the City Secretary's Office in writing no later than ten business days after the date the absence occurred, after which the City Secretary will then place an item on the next available city council agenda for their consideration, in accordance with the Texas Open Meetings Act."; and WHEREAS, Public Art Committee Member Monet Franklin (Member) was absent from the August 5, 2021 meeting, with the purpose of the absence not meeting the criteria for an excused absence; and WHEREAS, the Member has requested City Council excuse the absence from the August 5, 2021 meeting, for the purpose as stated in Exhibit A; and, WHEREAS, the City Secretary formally presents the Member's request for an excused absence to the City Council; NOW THEREFORE; THE COUNCIL OF THE CITY OF DENTON, HEREBY RESOLVES: SECTION 1. The reason for Member Monet Franklin's absence from the August 5, 2021 Pubic Art meeting is sufficient to provide the absence be excused. SECTION 2. The Minutes of the August 5, 2021 Public Art Committee meeting should reflect the absence has been excused by the City Council on the date of adoption of this Resolution; and the attendance record should reflect such absence as excused. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. 127 The motion to approve this Resolution was made by and seconded by , the Resolution was passed and approved by the following vote Aye Nay Abstain Absent Gerard Hudspeth, Mayor: 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 BY: 128 From: Monet Franklin To: Rios, Rosa Subject: Re: Public Art 8/5 Agenda Packet Date: Monday, August 9, 20216:14:26 PM I requested the virtual meeting when she sent the meeting agenda. On Mon, Aug 9, 2021 at 6:08 PM Rios, Rosa <Rosa.Rios c&cityofdenton.com> wrote: Good evening, Member Franklin, You were copied on my email response to Member Steele to the email below. For consistency, my response to him is edited to best fit my individual communication with you. I have read the email trail; and in speaking with Ashley, we decided it would be best for me to respond as I will be following up to schedule your exception. A request for an absence exception must be submitted by the individual board member. Therefore, I would respectfully request that you submit such a request. As you know, under the attendance policy, my office is unable to grant an excused absence for the August 5th meeting as the reason, however justifiable, does not meet the excused absence criteria. Should you confirm you seek an exception, we will submit your request for an exception from City Council. My apologies if you were not informed months back that any request to participate at a virtual meeting would need to be done on a meeting per meeting basis, but no later than 4 days before the scheduled meeting date. In the future, staff will send notification of the proposed meeting date and seek confirmation from all members as to how they propose to participate, with that notice being sent well in advance of the 4 -day notification requirement. Following that notification, it will be the member's responsibility to respond. It is my understanding that the agenda packet was sent to your correct email address; and that a request for the virtual meeting link was not requested at any time prior to or on the day of the meeting. Therefore, it is imperative that you confirm you seek an exception. If such a request is not received by Monday, August 16, 2021, the absence will remain as unexcused. Our sincere apologies for any inconvenience; and I look forward to hearing from you. We will ensure City Council has the details around the submission of the request. 129 Respectfully, Rosa Rios City Secretary From: Ed Steele <edsteele cnilive.com> Sent: Friday, August 6, 2021 12:30 PM To: Harcrow, Ashley S. <Ashley. Harcrow(cr�,cityofdenton.com> Cc: Ed Steele<edsteele(gedsteelephotography.com>; Monet Franklin <monet.franklinlOQgmail.com>; Seward, Caroline <Caroline. Sewardkkcityofdenton.com>; Whitmore, John F. <John. Whitmoreng.cityofdenton.com>; Huffinan, Drew S <Drew.Huffman&cityofdenton.com>; Rios, Rosa <Rosa.Rios&cityofdenton.com>; Meltzer, Paul <Paul.Meltzer&cityofdenton.com> Subject: Re: Public Art 8/5 Agenda Packet Thanks Ashley. Monet, myself, and others all indicated that we would be participating via Hybrid meetings for the foreseeable future. Eddie may have not passed this information along to you. I'm not sure if there were enough members present to hold yesterday's meeting, however I am requesting that absences for 8/5 be marked as excused due to the miscommunication. Best, Ed 130 On Aug 6, 2021, at 7:41 AM, Harcrow, Ashley S. <Ashley.Harcrow(&.cityofdenton.com> wrote: Hi Ed, Nice to meet you, I just started with Parks and Recreation and I am doing my best to fill the enormous shoes Eddie left. I apologize for the miscommunication with the email and have made note of it now. Unfortunately, we were not notified of your continual virtual attendance. The state of Texas mandated that our meetings were to return to in person meetings about two months ago. You should have received communication from Eddie or the City Secretaries about this. If you did not I greatly apologize. The location for the meeting is in the first sentence of the Meeting Agenda. We will generally always meet at the Civic Center Community Room at23 1 E. McKinney Street, Denton Texas. Our agendas are posted online (https://www.ciiyofdenton.com/en-us/government/open/agendas-minutes ) should you not be able to find an agenda email from me. That said, we were just notified yesterday that our September meeting will be held remotely. I will be working with the City Secretaries to coordinate that meeting and will send you the virtual invite as well as the agenda packet later this month. Thank you for baring with me as we make this transition and I look forward to working with you. Best, Ashley Harcrow Administrative Assistant III Parks and Recreation 131 City of Denton (940) 349-8747 www.dentonparks.com <image001.jpg> From: Ed Steele <edsteele(a-live.com> Sent: Thursday, August 5, 2021 11:49 PM To: Harcrow, Ashley S. <Ashley. Harcrowncityofdenton.com> Cc: Monet Franklin <monet.franklinIQQgmail.com>; Seward, Caroline <Caroline. Sewardc&cityofdenton.com>; Whitmore, John F. <John.Whitmore&cityofdenton.com>; Huffman, Drew S <Drew.Huffman(g cityofdenton.com> Subject: Re: Public Art 8/5 Agenda Packet This message has originated from an External Source. Please be cautious regarding links and attachments. Hi Ashley, A few things - I've mentioned to staff on more than one occasion to please use edsteele&edsteelephotography.com for all communication as I do not check this email regularly. Also, was there information provided on where the meeting was to take place, and how those of us who have indicated that virtual attendance is required were to attend? Best, Ed Sent from my iPhone On Aug 3, 2021, at 12:25 PM, Harcrow, Ashley S. 132 <Ashley.Harcrowncityofdenton.com> wrote: Hello, I'm Ashley Harcrow, I'm new to Parks and Recreation and will be doing my best to fill the large shoes left by Eddie's departure in regards to agendas and meetings. I have attached your 8/5 agenda packet to this email for your review. Feel free to let me know if you have any questions or cannot make it to the meeting. I look forward putting faces to names on Thursday. Thank you, Ashley Harcrow Administrative Assistant III Parks and Recreation City of Denton (940) 349-8747 www.dentonparks.com <image001.jpg> <Meeting Agenda Packet.pdf> 133 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiiwlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1481, Version: 1 AGENDA CAPTION Consider approval of a resolution of the City Council of the City of Denton confirming the City Manager's reappointment of Jaime Blanton to the Civil Service Commission to serve for the term beginning September 1, 2021, and ending on August 31, 2024; and providing an effective date. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 134 1"I&IMMM DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Human Resources CM/ DCM/ ACM: Sara Hensley DATE: August 17, 2021 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider approval of a resolution of the City Council of the City of Denton confirming the City Manager's reappointment of Jaime Blanton to the Civil Service Commission to serve for the term beginning September 1, 2021, and ending on August 31, 2024; and providing an effective date. BACKGROUND Police and Fire personnel of the City of Denton are governed by Chapter 143 of the Texas Local Government Code and have been since the late 1940s. With the adoption of Chapter 143, the City is required to implement a Civil Service Commission. Chapter 143.006(b) of the Texas Local Government Code states, "The commission consists of three members appointed by the municipality's chief executive and confirmed by the governing body of the municipality. Members serve staggered three-year terms with the term of one member expiring each year." Per Chapter 143.006(c), a person appointed to the Commission must: 1) be of good moral character; 2) be a United States citizen; 3) be a resident of the municipality who has resided in the municipality for more than three years; 4) be over 25 years of age; and 5) not have held a public office within the preceding three years. The current Commissioners are Darhyl Ramsey, John Baines, and Jaime Blanton. Commissioner Ramsey has served on the Commission since August of 2004 and Commissioner Baines has served since August of 2017. On March 16, 2021, Commissioner Lilyan Prado -Carrillo, whose current term expires on August 31, 2021, requested from Council a leave of absence for medical reasons. On March 16, 2021, Council granted that request and also confirmed the City Manager's appointment of Jaime Blanton to serve the remainder of Commissioner Prado-Carrillo's current term. The City Manager has reappointed Commissioner Blanton based on her experience. Pursuant to Chapter 143, the City Manager is requesting that Council confirm Commissioner Blanton's reappointment for a term to expire on August 30, 2024. RECOMMENDATION The City Manager has elected to reappoint Jaime Blanton to the Civil Service Commission and is recommending that Council confirms this reappointment. A brief biography has been attached. This will be Mrs. Blanton's first full term and will expire on August 31, 2024. 135 EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Jaime Blanton's Biography Exhibit 3 — Resolution Respectfully submitted: Stephanie Lang Deputy Director of Human Resources, Civil Service Director 136 ❑loi[On ❑ice ❑Ege ❑ JAIME BLANTON, M.A. ADVANCEMENT & COMMUNICATION EXECUTIVE FUNDRAISING & DONOR RELATIONS • COMMUNTITY ENGAGEMENT • MARKETING & COMMUNICATIONS DriClBn, en[heD-ene[lid eCbc01E1B ❑i[h 1111 Chas o❑emerill3e lending nonl7olIg Did ed❑c❑bnd insri7ibns ® eng❑ge consG®anS, idenffI} cENT75� Did sCe❑Drd donors, Did CII [heir slor❑in ❑❑Cb Eh❑❑gener❑lb reCbn❑e Did Do❑den ❑❑Deness. ❑roCbn Ir❑c❑record o❑olidrdsing ❑i[h s❑ccess ❑Cbner❑level [doll Din❑d gidng Did grDiCs Ctt ❑ nor gi[S Did c11d11A c❑❑ ❑dgns. ❑E16nsine ❑io❑ledge o❑diiloilhrodc de[blom en4 ❑iih ❑ hisior❑o❑❑dlding o1111❑ d deIb1O❑❑en❑o❑er❑Cons. ❑isionn-q ❑arson❑de leder ❑hose ❑ dCilacceCod emerience Did Coll❑❑or❑l") ❑mo❑ch IeCer❑ge ❑oCoershins [h❑Diel❑ orgoiimibns i❑ 11oCe e❑Cciencq c❑❑ale Di®❑❑ad ❑oCon[H Did ❑one ®r❑n-d cre❑k:011]oid res❑onsido Gift Solicitation (seven figures) - Relationship Management - Strategic Planning - Cause Related Marketing - Sponsorship - Development Planning - Communications & Marketing - Web & Social Media Management - Grant Writing - Leadership & Team Management - Project Management - Program Development - Volunteer Management - Media Relations - Budget Oversight - Human Resources & Personnel Management - Policy Development PROFESSIONAL EXPERIENCE CUMBERLAND PRESBYTERIAN CHILDREN'S HOME, DENTON TEXAS Chief Advancement Officer July 2019 - present Ad❑Lice sw❑[agic o❑er❑Lions Lis ❑decisive ❑e❑ Liar o❑Lhe [oo-aarson elbc❑dl-o [OLL. 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Hoidled JI gi_ rocessing Lid donor sCo❑rrdshi❑ ❑cCFiCies Key Achievements • T❑❑❑ed ❑❑ [he C❑O ® lend dl ❑nod coil ❑ oiic❑[ibn, ❑oord Indning nid cE[IM cm ❑dgn Joining • Redsed oid rel❑niched cornorate giving program for Children's Advocacy Center, resulting in 18 percent growth • F❑cili®CDd [he highesThetting fundraising gala in Children's Advocacy Center history ■ ❑dl❑❑highl❑s❑ccess7l oid cre❑ff-0 s[HI®CD❑❑ 137 ❑IEWOn ❑ice ❑Ege ❑ THE UNIVERSITY OF NORTH TEXAS M- or Gi[U]Co❑ ❑ Lnic ions S❑ecidis4Didsion onAd❑ince❑en❑ Aail ❑❑❑❑- Dec. 1111❑❑ 1111en❑❑rogr❑❑s Coordin❑Cdr, Olke o❑Orien®Cion [Ind Trahsilbn ❑rogr❑❑s, S®den❑AMirs Aril ❑❑❑❑-AEril ❑❑❑❑ Ser❑ed e Ehe Ce❑ao❑osd ❑rilbr aid co❑ ❑ ❑ icOIbnS eec❑lEb ®r AdL_ahce❑en[IELed dl ®oil❑rel❑[ibns eElDrIS in Ehe Didsion OLS Iden, ALdrs, including [he OCIenIIII[bn, [he S®den❑ATLIrs s❑onsorshi❑ ilogr❑❑, sign❑®e eClDnlS End Ehe ❑❑T 110ren❑ Associ _Aon Key Achievements • Led ❑e❑-ssess❑ endni[i❑"s resdChg in ❑ e❑sli❑de 11ogr❑❑ ❑ 1111b ❑❑Is End SMART gods • Oers❑❑ e❑❑5❑acS o❑deelo❑❑enEt;o❑ ❑ ahic❑Cion, including donor 11ouosds [Ind ahn❑d Elhd solid inidons • Gre❑ [he n1111Fiero111111enS [Ind ®oill] ❑ell ❑ers eng❑ged in 11 [IT ❑c[Ulies 1111❑❑❑❑ in ❑Cea-s ■ Managed UNT's 1, ° „e or ❑aren❑Associ❑Gbnaresaonsidli ies included [bl[IhCDersolicilII][bn, ❑❑dge❑o[brsighq ❑e❑ Dar solid EOCion, re-enLion hd sCi§❑❑rdshiq Find [oEhd❑Cbn rel [tons ■ Sered e ❑❑T s❑o❑es❑erson for ❑a-en❑and ®❑ it❑rel❑ ibnsares onsidli[ies included crisis co❑ ❑ ahic❑Cion, re❑❑®[Ibn ❑ ah❑ge❑ en 4 Find ce®❑ er service ■ Coordin❑led ❑❑T'sannual 13_een4❑d[[leiill] Summer Send Off Partya-ogr❑❑, incre❑sing ❑ErClbi❑❑Cion 1111❑ore [hal 1111❑ ahn❑d1_; ❑hile decreasing eLLenses 1111❑❑q❑❑❑ ahn_d1_-or Three consec❑[ie eas THE UNIVERSITY OF LOUISVILLE ❑aen❑Orien®[bn Coordin or, O iceo❑he Lice ❑residen❑rbrSLden❑AOArs, LLn. ❑❑❑❑-Aug. ❑❑❑❑ Gr❑d❑❑Ces o❑he LosLDecude Coordin❑Cor, Odoe odns'i' 'end AdLL]hce❑enq Aug. ❑❑❑❑- Dec. ❑❑❑❑ ■ Conce❑®diC-6d, I❑ahched Lind direcCed [he Grrd es o❑[he LDsmec-de d❑❑ni ®hdrdsing Lrogr❑❑ ❑fie ❑niCL-rsi®o❑ LOdShcle, resJ1hg in ❑ ❑❑ ❑ercendncre❑se in he n ner oFhe❑Cgr d�❑Ia donors ADDITIONAL WORK HISTORY LIBERTY CHRISTIAN SCHOOL Co-] ❑ ❑nic7lons Associ❑le SC svmCe Te cher Se ❑Ce ❑ e r ❑❑❑❑LM ❑❑ ❑❑❑❑ Fea Lar❑ ❑❑❑❑LSe❑AL] Lar ❑❑❑❑ RICHARDSON ISD, JJ PEARCE HIGH SCHOOL A❑g. ❑❑❑❑- M❑❑ ❑❑❑❑ Cer i ied Soci I S dies Te❑cher ❑ Addser Cdr Moc❑Trid Te❑❑, ❑e❑CI❑q ea-❑ooq ne❑s❑❑Lar, IiCera❑❑ ❑g❑dne Texas Christian University: Ad, ising AssisilLhQCen[er [or Ac❑de❑ic Serdces 1110111i - ❑®❑❑❑ North Central Texas Council of Government: ❑odic In CbICe❑en❑Coordin❑[or, Trahs❑orLGbn De❑❑ 1111®1111❑- ❑®❑❑❑ Award-winning Journalist and Freelance Writer 7L❑❑❑ - ❑®❑❑❑ Byline Credits Include: Texas Monthly, D Magazine, Fort Worth Business Press, Fort Worth Star Telegram, The Community News (Parker County, Texas), The TCU Magazine EDUCATION University of Louisville Master of Arts, Higher ❑d❑c❑[bn Ado inisLd❑[bn Research Focus ❑❑hilLin LhroiJc DeCelo❑❑en❑❑ Orgahim[bnd AdniL Texas Christian University Bachelor of Arts, Loa-ndis❑ PROFESSIONAL AFFILIATIONS AND CIVIC ENGAGEMENT • Member, Cross Till ers Ro❑l❑CI❑q Flo❑er Moand, Terns • Volunteer Program Coordinator, Ms. ❑ heelchdr Tem ❑❑geoi❑ • Chapter Advisor, G --T❑❑Ch❑❑Cer oehe ❑i -- -hi ruorni----ni ersiIII] omor[h Te❑ t [ID❑❑❑[ID❑❑❑❑ • Board Member, The AdIiL ❑merience—n❑[iond dhilEnLhro❑❑orgChi ion o -fie ❑i Loon❑ ❑hi ir❑CerniL} ❑hich oro❑ores dis ili-❑❑aeness aid incl❑si[eed❑c❑Cibn [orsmxienig ❑i[h dis❑dli ies J111 ■ Ms. Wheelchair Kentucky 2008—Ad❑ocmhg on ❑ehil-b -eode ❑i[h dis❑ ili-ibs ■ Representative, 111-5❑Li❑ng Codirlbn [or LOdShcle—o-ouo es gre❑Ar ❑ccess b Fio-rier®ee hosing o❑Cions ❑7❑❑❑❑ ■ Representative, S[eering Co❑ ❑ ire [or Meiro LOdShcle Fini ed ❑❑ ❑oThg Access lnirlIe ®❑❑1111 ■ Co-chair, Georgia Alcohol Policy Partnership, sLCe❑ide codi ion s❑ensored [][][he Ro❑erm ood Cohnson Foand❑Cibn❑ ®cased on co❑ ❑ ahiinio❑re❑ch b reduce ander❑ge drindng �- �❑ ■ Youth Spokesperson, Disabled Athletes Fund Trip with Former President Jimmy Carter—r❑[AgIled ❑i[h ❑residen❑ CErior End his ❑I7 it❑on ❑ dress Find imhdrdsing ®o- highlighilhg [he recre- ion❑ and coil ❑aGlie s❑ors o❑❑ornhidos [or dis❑ded [brih❑❑ore [hah Fill ❑illion rdsed 138 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON CONFIRMING THE CITY MANAGER'S REAPPOINTMENT OF JAIME BLANTON TO THE CIVIL SERVICE COMMISSION TO SERVE FOR THE TERM BEGINNING SEPTEMBER 1, 2021 AND ENDING AUGUST 31, 2024; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Civil Service Commissioner Lilyan Prado -Carrillo requested a leave of absence due to medical reasons for the remainder of her term that expires on August 31, 2021; and WHEREAS, the requested leave of absence was approved by the City of Denton City Council on March 16, 2021; and WHEREAS, Chapter 143.006(b) of the Texas Local Government Code states, "The commission consists of three members appointed by the municipality's chief executive and confirmed by the governing body of the municipality."; and WHEREAS, Chapter 143.006(c), provides that a person appointed to the Commission must: (1) be of good moral character; (2) be a United States citizen; (3) be a resident of the municipality who has resided in the municipality for more than three years; (4) be over 25 years of age; and (5) not have held a public office within the preceding three years; and WHEREAS, after determining that Jaime Blanton met the requirements in Chapter 143.006(c), the City Manager appointed Jaime Blanton to serve the remainder of Commissioner Lilyan Prado-Carrillo's term, ending August 31, 2021; and WHEREAS, the City Manager reappointed Jaime Blanton to serve as a Civil Service Commissioner; and WHEREAS, the City of Denton City Council deems it in the public's best interest to confirm the City Manager's reappointment of Jaime Blanton to the Civil Service Commission to serve for the term beginning September 1, 2021 and ending August 31, 2024. NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City Council hereby confirms the City Manager's appointment of Jaime Blanton to the Civil Service Commission to serve for the term beginning September 1, 2021 and ending August 31, 2024. SECTION 2. This Resolution shall become effective immediately upon its passage and approval. 139 The motion to approve this Resolution was made by and seconded by ; the Resolution was passed and approved by the following vote Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2021. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY BY: 140 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiiwlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1556, Version: 1 AGENDA CAPTION Consider approval of a resolution of the City of Denton ratifying a letter of support to the Texas Commission on the Arts for an application by the Denton Festival Foundation for the Arts Respond Project - Economic Development grant in the amount of $12,000 for marketing and promotion related to the 2022 Arts and Jazz Festival; and providing an effective date. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 141 CITY OF DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation ACM: David Gaines, Assistant City Manager DATE: August 17, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com SUBJECT Consider approval of a resolution of the City of Denton ratifying a letter of support to the Texas Commission on the Arts for an application by the Denton Festival Foundation for the Arts Respond Project — Economic Development grant in the amount of $12,000 for marketing and promotion related to the 2022 Arts and Jazz Festival; and providing an effective date. BACKGROUND Kevin Lechler, Executive Director of the Denton Festival Foundation, contacted the City of Denton regarding a letter of support from the City for an application being made to the Texas Commission on the Arts (TCA) Arts Respond Project — Economic Development grant program. The Denton Festival Foundation hosts the annual Arts and Jazz Festival. The Festival is the largest and most popular of the events held in Denton. The 3 -day festival, established in 1981, is free to the public and attracts more than 225,000 attendees each year with seven stages, 2,300 artists, and over 250 arts and crafts booths. The Denton Festival Foundation is requesting $12,000 in support from TCA for marketing and promotion of the 2022 event. A letter of support is required by TCA as part of the grant application. The City did not receive notice of the request for a letter of support in time to present the request to the City Council prior to the application due date on July 15, 2021. A resolution ratifying the letter of support provided is requested. The letter of request is attached as Exhibit 3 and the letter of support is attached as Exhibit 4. EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Resolution Exhibit 3 — Letter of Request Exhibit 4 — Letter of Support Respectfully submitted: Gary Packan Director of Parks and Recreation Prepared by: Laura Behrens, Grant Administrator Grants Management Office RESOLUTION NO. A RESOLUTION OF THE CITY OF DENTON RATIFYING A LETTER OF SUPPORT TO THE TEXAS COMMISSION ON THE ARTS FOR AN APPLICATION BY THE DENTON FESTIVAL FOUNDATION FOR THE ARTS RESPOND PROJECT — ECONOMIC DEVELOPMENT GRANT IN THE AMOUNT OF $12,000 FOR MARKETING AND PROMOTION RELATED TO THE 2022 ARTS AND JAZZ FESTIVAL; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Arts Respond Project grant program has a category for Economic Development with the intent to diversify local economies, generate revenue, and attract visitors and investment by focusing on job growth and cultural tourism; and WHEREAS, the Arts and Jazz Festival is the largest free event held in the City and attracts more than 225,000 attendees each year with seven stages, 2,300 artists, and over 250 arts and crafts booths; and WHEREAS, the City is home to a large concentration of art, artists, musicians, performance venues, restaurants, bars, festivals, parades, community events, historic sites, parks, and complementary businesses that contribute to the local creative economy and enhance the culture and attractiveness of Denton for residents and visitors; and WHEREAS, the Texas Commission on the Arts administers an annual grant program called the Arts Respond Project — Economic Development; and WHEREAS, the Denton Festival Foundation developed the necessary application materials and applied to the Texas Commission on the Arts for an Arts Respond Project — Economic Development grant; and WHEREAS, the Arts Respond Project — Economic Development grant application requires a letter of support; WHEREAS, the City prepared a letter of support on behalf of the Denton Festival Foundation to the Association to meet the application deadline; WHEREAS, the City did not receive notice of the request for a letter of support in time to present the request to the City Council prior to the application due date; NOW THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City Council supports the Denton Festival Foundation's application for an Arts Respond Project — Economic Development grant and ratifies the City's letter of support. SECTION 2. This resolution is effective immediately upon its passage. The motion to approve this resolution was made by and seconded by , the resolution was passed and approved by the following vote 143 Mayor Gerard Hudspeth: Vicki Byrd, District 1: Brian Beck, District 2: Jesse L. Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: Aye Nay Abstain Absent day of 2021. GERARD HUDSPETH, MAYOR CATHERINE CLIFTON, INTERIM CITY ATTORNEY BY: 144 DENTON dentonjazzfest.com July 14, 2021 Gary Packan, Director of Parks and Recreation City of Denton 601 E Hickory Street, Suite B Denton, TX 76205 Dear Gary: The Denton Festival Foundation is requesting a letter of support from the city of Denton to be used as a supplement to a grant request from the Texas Commission on the Arts (TCA). Denton Festival A total of $12,000 is being requested from TCA as part of the Arts Respond granting Foundation, Inc. program in the Economic Development category. Funds received will be used for Marketing and Promotion of the event for the 2022 year and will be matched by P.O. Box 2104 revenues from Sponsorship, memberships and direct cash contributions from Denton, Texas 76202 individuals received by the Festival Foundation. (940) 565-0931 The letter of support will support the grant by showing the importance of our event to Fax(940)566-7007 the city of Denton the positive economic impact the event has on the community. Thank you for your time and please let me know if you have questions or need additional information. Sincerely, K vin Lechler Executive Director "1% dam i ateaa a ffiuuy 4 d au2 ? 9at tCaC d"/ 145 co T 4OcrrY P DENTON July 14, 2021 Texas Commission on the Arts Cultural District Grant Program PO Box 13406 Austin, TX 78711 City of Denton Parks and Recreation Department 321 E. McKinney St.. Denton. TX 76201 o (940) 349-7275 This letter is to express the full support of the City of Denton for the Denton Festival Foundation's application for the Arts Respond Project — Economic Development priority area. The Denton Festival Foundation's application for grant funds will be used for marketing and promotion of the 2022 Denton Arts and Jazz Festival. The Festival is the largest and most popular of the events held in Denton. The 3 -day festival, established in 1981, is free to the public and attracts more than 225,000 attendees each year with seven stages, 2,300 artists, and over 250 arts and crafts booths. While the event was greatly impacted over last year due to the COV1D pandemic, the Foundation worked hard to adjust and created a virtual event in which to share art and music with the community. The Denton Festival Foundation continues to adapt and recover in planning this year's event and hopes to make a full return in 2022. The Arts Respond Project grant will help to ensure word gets out that the Festival is back. We are pleased to support this application for consideration and look forward to working with the Denton Festival Foundation in hosting this event. Si r , G Packan Director of Parks and Recreation UNITE, GROW, 5 0 www.dentonporks.com OUR CORE VALUES Integrity - Fiscal Responsibility - Transparency - Outstanding Customer Service ADAlFOPADEA www.cityofdenton.com TDD (800) 735.2989 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1582, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, approving a power purchase agreement between the City and Texas Woman's University, a Texas Higher Education Institution; providing for the expenditure of funds; and providing for an effective date. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 147 [lY DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric CM/DCM/ACM: Antonio Puente, Jr., DME General Manager DATE: August 17, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, approving a power purchase agreement between the City and Texas Woman's University, a Texas Higher Education Institution; providing for the expenditure of funds; and providing for an effective date. BACKGROUND The City of Denton (City) has provided electric power and related services to Texas Woman's University (TWU) under a power purchase agreement (PPA) that was executed in February 2015 and amended in September 2018. Both parties elected to terminate that PPA and replace it with a PPA effective October 1, 2019. That PPA expires September 30, 2021. Both parties have now agreed to terms set forth in a new PPA which will go into effect September 1, 2021 and have an initial term of two (2) years with two optional two (2) year terms for a total of six (6) years The Power Purchase Agreement, and any information or other documents related to the PPA, is exempt from public disclosure under the provisions of Texas Government Code, Sec. 552.133(a-1) (1) (C) and (F). RECOMMENDATION Staff requests that the City Council consider adoption of an Ordinance authorizing the City Manager to execute the proposed PPA with TWU. PRIOR ACTION/REVIEW (Council, Boards, Commissions) August 7, 2021 — PUB — Closed Session Discussion August 7, 2021 — PUB — Consent Item Passed unanimously EXHIBITS 1. Agenda Information Sheet 2. Ordinance Respectfully submitted: Bill Shepherd DME Executive Manager of Business Services 148 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, APPROVING A POWER PUCHASE AGREEMENT BETWEEN THE CITY AND TEXAS WOMAN'S UNIVERSITY, A TEXAS HIGHER EDUCATION INSTITUTION; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton, a Texas home -rule municipal corporation, ("City") and Texas Woman's University, a Texas institution of higher education, ("TWU") are both governed by the constitution and laws of the State of Texas; and WHEREAS, the City owns and operates an electric utility which provides electric energy and related services to TWU; and WHEREAS, the City and TWU have agreed to terms and conditions for the City's provision of electric energy and related services to TWU and those are set forth in a power purchase agreement ("PPA") which is attached as Exhibit "A" and incorporated herein for all purposes; and WHEREAS, on August 9, 2021, the PPA was discussed, considered, and deliberated by the City's Public Utilities Board and, by a vote of 5 in favor and 0 in opposition, it recommended approval of the same to the City Council; and WHEREAS, the City Council finds the PPA should be sealed and exempted from public disclosure, as permitted by the provisions of §552.133 of the Texas Government Code, as a document that is reasonably related to a competitive electric matter, the disclosure of which would provide an advantage to the competitors or prospective competitors of the City's municipal electric operation ("Competitive Information"); and WHEREAS, the City Council finds that it is in the public interest that it exercises its right under the Texas Government Code to lawfully safeguard and keep the PPA sealed, as it contains competitive electric commercial and financial information; and WHEREAS, the City Council finds that it is in the public interest that a copy of the PPA, redacted of Competitive Information, be made available to the public; and WHEREAS, the City Council further finds that the PPA is in the best interest of the customers; NOW, THEREFOR, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations contained in the preamble of this ordinance are incorporated herein by reference as findings of the City Council. 149 SECTION 2. The City Council approves and authorizes the City Manager, or designee, and City Secretary, or designee, to execute, attest and deliver, respectively, the power purchase agreement, attached as Exhibit "A", with Texas Woman's University. SECTION 3. The City Council approves and authorizes the City Manager, or designee, to take such additional actions as the City Manager, or designee, determines to be necessary and advisable to continue to effectuate the purpose, terms and conditions of the PPA. SECTION 4. Immediately following the execution, attestation, and delivery of the PPA, the City Secretary is directed to seal and maintain the PPA in her custody and control, as documents excepted from public disclosure under the provisions of Texas Government Code, Section 552.133 unless otherwise lawfully ordered to disclose said documents. SECTION 5. A copy of the PPA, redacted of Competitive Information, attached Exhibit "B", shall be available to the public for inspection and copying. Absent lawful order, the original PPA shall not be available for public inspection or copying and will be sealed as provided for in the preceding section. SECTION 6. The expenditure of funds as provided for in this ordinance is authorized. SECTION 7. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by seconded by the following vote - ] 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: and the ordinance was passed and approved by Ae N[a y Abstain Absent 150 PASSED AN APPROVED this the day of GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY :• APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY Digieellysigned UCatherine Clifton DN: do=cem, dc= L.g.1den=C tMd- Cli, ou=Department Users and Groups,ou=General Gov nm nc, ou=Legal, cn=Catherine CliRon, mail=Catherine.Clifton@cityofdenton.com BYDale 2021.08.1123.24.03-05'00' 2021. 151 POWER PURCHASE AGREEMENT This Power Purchase Agreement ("Agreement") is between the City of Denton, a Texas home -rule municipal corporation ("City"), and Texas Woman's University, a Texas higher education institution ("TWU"). The Parties agree as follows: Recitals Whereas, the City owns an electric utility that has a legislatively created franchise to provide electric power to all customers in the City's electric utility franchise territory; Whereas, TWU, having Facilities located in the City's electric utility franchise territory, must purchase all its electric power from the City; Whereas, the City has been providing electric power and related services to the two primary voltage interconnection points with TWU under the terms of power purchase agreement effective October 1, 2019 which expires September 30,2021 ("2019 PPA"); Whereas, the Parties desire to terminate and replace the 2019 PPA with this Agreement; Now, therefore, for and in consideration of the recitals set forth above, the covenants, terms, conditions and releases herein contained, the receipt and sufficiency of which are acknowledged, the Parties warrant, represent and agree to the following terms: Agreement Section 1. Definitions "Business Day" means a day on which the City is open for business as prescribed by the annual calendar of holidays published by the City from time to time; and a Business Day shall begin at 8:00 a.m. and close at 5:00 p.m. local time for each Party's principal place of business. POWER PURCHASE AGREEMENT Page 1 of 12 IMPORTANT: This document may contain information that is confidential, commercially -sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. 152 "Damages" shall mean any and all claims, liabilities, losses, damages, causes of action, fines, interest, awards, penalties, litigation, lawsuits, administrative proceedings, administrative investigations, costs and expenses (including reasonable attorney's fees court costs and other costs of suit, arbitration, dispute resolution or other similar proceedings), including for injury, illness or death and including those owed to third parties (whether asserted in contract, in warranty, in tort, by statute or otherwise), but in all events subject to the Liability Limitations in Section 11 of this Agreement. "Delivery Point(s)" means the point(s) where the electricity leaves the lines and/or apparatus owned by City and enters the lines and/or apparatus owned by TWU. "Effective Date" means September 1, 2021. "Energy Cost Adjustment (ECA)" has the meaning of a rate contained within the City's Schedule of Rates for Electric Service which is the electric utility's projected cost of electric load purchases from ERCOT plus all projected electric utility power/energy related costs for that same period. "ERCOT" means Electric Reliability Council of Texas. "Facilities" shall mean the above ground and the underground distribution lines, the transmission lines, all equipment, and infrastructure of City located on TWU property. "Force Majeure" means an event or circumstance which prevents one Party from performing its obligations under this Agreement, which is not within the reasonable control of or the result of the negligence of the claiming Party, and which by the exercise of due diligence the claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall include, without limitation, strike, stoppage in labor, riot, significant fire, flood or ice damage, tornados, invasion, insurgency, civil war, commotion, insurrection, blockades, embargoes, sabotage, epidemics, explosions, acts of terrorism, military or usurped power, order of any court granted in any bona fide adverse legal proceeding or action, order of any civil, military, or governmental authority, acts of God or public enemies, acts or omissions of a transmission and distribution utility, and material changes in law; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure event. "Good Utility Practice" has the meaning ascribed thereto in Public Utility Code of Texas, Substantive Rule 25.5(31) or its successor. "Law" means any law, rule, regulation, order, writ, judgment, decree, or other legal or regulatory determination by a court, regulatory agency, regional transmission organization, or governmental authority of competent jurisdiction. "Power" means energy expressed in megawatt hours (MWh) or capacity expressed in megawatts (MW), as applicable. Energy supplied shall be of the character commonly known as three-phase, sixty -hertz electric energy that is delivered at the nominal voltage of the Delivery Point(s). POWER PURCHASE AGREEMENT Page 2 of 12 IMPORTANT: This document may contain information that is confidential, commercially -sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. 153 "Transmission Cost Recovery Factor (TCRF)" has the meaning of a rate contained within the City's Schedule of Rates for Electric Service which recovers the costs of transmission service within the boundaries of the Electric Reliability Council of Texas (ERCOT) region which are billed and charged to the City. Section 2. 2019 PPA The Parties agree that the: (a) 2019 PPA is terminated as of the Effective Date of this Agreement without any further action required by either Party to terminate the same; and (b) All obligations under the 2019 PPA have been met and that there are no continuing obligations of either Party. Section 3. Term of Agreement The term of the Agreement shall be from the Effective Date to September 30, 2023. Upon the expiration of the original term or first renewal term, the term of this Agreement shall be automatically renewed for up to two (2) additional two (2) year periods, unless terminated in writing by either party 60 days prior to expiration of the current term. During any renewal term, the terms, conditions and provisions set forth in this Agreement shall remain in effect unless otherwise negotiated by the parties Section 4. Provision of Electric Service 4.1 4.2 Title and Risk of Loss. City warrants that it will deliver Power to TWU free and clear of all liens, claims, and encumbrances arising prior to the Delivery Point(s). Title to and any risk of loss related to the delivery of the Power shall transfer from City to TWU at the Delivery Point(s). 4.3 Condition of Equipment. TWU represents to City that TWU's 13.2kV electrical facilities comply with all applicable codes and standards. 4.4 Grant of Access. TWU shall, when necessary, execute and deliver to City rights of access covering all Facilities in all locations served by City on TWU owned and/or controlled property. Upon notice to TWU, City shall have the right to enter TWU's premises for temporary construction and to effect repairs to the Facilities as needed. POWER PURCHASE AGREEMENT Page 3 of 12 IMPORTANT: This document may contain information that is confidential, commercially -sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. 154 Section 6 — Metering 6.1 Measurement. Charges for Power are calculated using measurements from metering equipment owned, installed and read by City. City shall report measurement data to TWU in each monthly invoice. Electric meter services will be performed by City, at its sole expense, in accordance with the applicable rate tariff as calculated under Section 5 and Good Utility Practices. 6.2 Meter Testing. City will test its meters in accordance with the schedule and standards of the American National Standards Institute, Inc. Upon notice from TWU, City will, at TWU's sole expense, perform additional tests of the accuracy of its meters within a reasonable time after notice is received. POWER PURCHASE AGREEMENT Page 4 of 12 IMPORTANT: This document may contain information that is confidential, commercially -sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. 155 Following the completion of any test, City will promptly advise TWU of the date of the test, test results, who performed the test, and the date of the removal of any meter(s). 6.3 Invoice Adjustment Due to Meter Inaccuracy. If any meter is determined to be outside the accuracy standards established by ANSI, proper correction will be made of the measurement data, and TWU or City may adjust their respective charges based on the corrected meter data. Section 7 - Billing 7.1 Invoicing. Within fifteen (15) Business Days after the end of each month of the Term, the City shall deliver to TWU an invoice reflecting the amounts due for the prior month for Power delivered to TWU by the City. TWU's payment for each invoice shall be due on the 10th day following TWU's receipt of an invoice for such electric service. 7.2 Disputed Amounts. Either Party may, in good faith, dispute the correctness of any invoice. In the event an invoice, portion of an invoice, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of such invoice shall be required to be made when due, with notice of the objection given to the other Party in writing an stating the basis for the dispute, including all supporting calculations. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment plus interest thereon accrued from and including the due date to, but excluding, the paid date, shall be included in the next invoice issued after the dispute has been resolved. Section 8 — Events of Default and Remedies 8.1 Event of Default. If any of the following events occur, then an Event of Default shall exist as to such Party ("Defaulting Party") and the other Party ("Non -Defaulting Party") shall be entitled to exercise the remedies set forth in this Section. (a) Failure to Pay. A Party fails to make, when due, any payment required pursuant to this Agreement (other than the amounts disputed in good faith), and such failure is not remedied within five (5) Business Days after written notice of such failure from the other Party. (b) Material Breach. A Party is in material breach of its obligations under this Agreement (other than an obligation to make payment, an obligation that is otherwise specifically set forth in this Section 4 as a separate Event of Default or an obligation in respect of which this Agreement provide a remedy that is stated to be an exclusive remedy), and such breach is not remedied within thirty (30) days after written notice of such breach from the other Party (provided, however, that (i) to the extent such breach is not reasonably capable of being remedied within the thirty (30) day remedy period specified above, but is reasonably capable of being remedied, and (ii) such Party has commenced and is continuing reasonable efforts to remedy such breach, such Party shall have ninety (90) days after written notice of such breach from the other Party to remedy such breach). 8.2 Remedies. If an Event of Default occurs and is continuing, the Non -Defaulting Party shall have the right to exercise one or more of the following remedies: POWER PURCHASE AGREEMENT Page 5 of 12 IMPORTANT: This document may contain information that is confidential, commercially -sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. 156 (a) Termination. To terminate this Agreement, the Non -Defaulting Party shall provide notice to the Defaulting Party as soon as is practicable. The date of early termination shall be no earlier than the date such notice is effective and not later than twenty (20) days after the date such notice is effective. (b) Other Remedies. The Non -defaulting party may exercise remedies as otherwise provided for in this Agreement or available at law or in equity, including the recovery of Damages suffered by the Non -Defaulting Party as a result of the termination, as reasonably calculated by the Non- Defaulting Party, and any other amounts previously accrued under this Agreement and owed to the Non -Defaulting Party. Each Party shall use commercially reasonable efforts to mitigate its Damages resulting from the other Party's breach of or default under this Agreement, including upon any termination hereof as a result of an Event of Default of the other Party. Section 10 — Force Majeure In the event that either of the Parties should be delayed in or prevented from performing or carrying out any of the agreements, covenants, and obligations under this Agreement by reason of Force Majeure, then, during the pendency of such Force Majeure but for no longer period, the obligations of the Party affected by the event shall be suspended to the extent required. Neither Party shall be liable to POWER PURCHASE AGREEMENT Page 6 of 12 IMPORTANT: This document may contain information that is confidential, commercially -sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. 157 the other Party for, or on account of, any loss, damage, injury, or expense resulting from or arising out of any such delay or prevention from performing; provided, however, the pendency of such Force Majeure will be of no greater scope and of no longer duration than is reasonably required by the Force Majeure, and the Party suffering such delay or prevention shall use its commercially reasonable efforts to provide the other Party with written notice within such period as is commercially reasonable under the circumstances after the occurrence of such event and shall take all commercially reasonable efforts to mitigate the effects of such event of Force Majeure and to remove the cause(s) thereof. Notwithstanding, Force Majeure and this Section 10 shall not be used to impose a materially higher price for electricity purchased by TWU without TWU's express consent. Neither Party shall be required by the foregoing provisions to settle a strike affecting it except when, according to its best judgment, such a settlement seems advisable. Section 11— Limitations and Warranties 11.1 Limitation of TWU Liabilitv. EXCEPT AS PROVIDED FOR IN THIS AGREEMENT OR AS DETERMINED AT THE CONCLUSION OF ANY DISPUTE RESOLUTION PROCESS OUTLINED HEREIN, THE SOLE LIABILITY OF TWU AND THE SOLE REMEDY OF CITY UNDER THIS AGREEMENT IS FOR TWU TO TIMELY PAY AND CITY TO COLLECT, WHEN DUE, AMOUNTS CHARGED FOR POWER ACTUALLY DELIVERED BY CITY TO TWU AND FOR SERVICES RENDERED BY CITY TO TWU, OR OBLIGATIONS ARISING UNDER AND DESCRIBED IN SECTION 4, "PROVISION OF ELECTRIC SERVICE " OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, TWU SHALL NOT BE LIABLE TO CITY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, LOST PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, WHETHER BASED ON STATUTE, IN TORT OR CONTRACT, OR ANY OTHER ACT OR THING DUE TO CAUSES BEYOND TWU's CONTROL, OR TO THE NEGLIGENCE OF TWU, ITS EMPLOYEES OR CONTRACTORS, EXCEPT TO THE EXTENT THAT THE DAMAGES ARE OCCASIONED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TWU. 11.2 Limitation of City Liabilitv. TO THE EXTENT ALLOWED BY THE LAWS OF THE STATE OF TEXAS, CITY'S LIABILITY FOR DAMAGE OR INJURY, INTERRUPTION OF SERVICE, AND DISCLAIMER OF WARRANTIES SHALL BE AS SET FORTH IN THE APPLICABLE PROVISIONS OF THE GENERAL TERMS AND CONDITIONS OF CITY'S SCHEDULE OF RATES FOR ELECTRIC SERVICE AND PROVISIONS OF APPLICABLE TEXAS AND FEDERAL LAW. Section 12 — Audit Each Party (and its representatives) has the right, at its sole expense and during normal working hours, to examine the records of the other Party to the extent necessary to verify the accuracy of any statement, charge, or computation made pursuant to this Agreement. If requested, a Party shall provide to the other Party statements evidencing the quantities of Power delivered at the Delivery Point(s). If any such examination reveals any inaccuracy in any statement, either on the part of the City or TWU, then the necessary adjustments with such statement and the payments thereof will be promptly made and shall bear interest calculated in accordance with Texas Government Code, Chapter 2251, from the date the overpayment or underpayment was made until the amount is fully paid; provided, however, that no adjustment for any statement or payment will be made unless an objection to the accuracy thereof was made prior to the lapse of two (2) years from the date of issuance of the statement audited. POWER PURCHASE AGREEMENT Page 7 of 12 IMPORTANT: This document may contain information that is confidential, commercially -sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. 158 Section 13 - Confidentiality To the extent permitted by law, the Parties agree to maintain the confidentiality of this Agreement and all information acquired in the performance of the Agreement relating to the activities or operations of the other Party. This document is intended to be a Power Purchase Agreement and is therefore exempt from public disclosure under the provisions of Texas Government Code, Sec. 552.133(a -1)(1)(C) and (F). The Parties each agree not to divulge any such information to any third party without first providing written notice to the other Party and giving such Party the reasonable opportunity to avail itself of all rights and remedies as set forth in Chapter 552 of the Texas Government Code, commonly referred to as the Texas Public Information Act. Section 14 — Representations and Warranties Each Party represents and warrants to the other Party that: (a) it has taken all necessary action, to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (b) this Agreement is the valid and binding obligation of each Party, enforceable in accordance with its terms, subject to laws of general application relating to creditor's rights, bankruptcy, insolvency and the relief of debtors; (c) neither the execution and delivery of this Agreement nor compliance with its respective terms and provisions will violate, be prohibited by, conflict with, result in a breach or termination of, or a default under any of the terms, conditions or provisions of its organizational documents; any statute, regulation, judgment, order, decree, injunction, stay, restraining order or ruling to which it is a party or subject; or any material agreement to which it is a party; and (d) it is the full and sole owner of the claims, demands, actions, or causes of action arising from or in any way relating to the circumstances and conditions made the basis of this Agreement. Section 15 - Miscellaneous 15.1 Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and shall completely and fully supersede all prior understandings or agreements, both written and oral. No representations, inducements, promises, or agreements, oral or otherwise, have been relied upon or made by any Party, or anyone on behalf of a Party, that are not fully expressed in this Agreement. The section titles in this Agreement are only for purposes of convenience and do not form a part of this Agreement and will not be taken to qualify, explain or affect any provision thereof. 15.2 Severability. If any article, section, phrase or portion of this Agreement is held to be invalid, illegal or unenforceable for any reason, such article, section, phrase or portion so adjudges will be deemed separate, severable and independent and replaced automatically by a legal, valid and enforceable provision which most nearly accomplishes and reflects the original intention of the Parties. This Agreement, as so modified, shall remain in full force and effect and shall not be invalidated or rendered POWER PURCHASE AGREEMENT Page 8 of 12 IMPORTANT: This document may contain information that is confidential, commercially -sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. 159 illegal or unenforceable or otherwise affected thereby. If the application of any provision of this Agreement to any Person or circumstance is determined to be void, unlawful or unenforceable, then that provision shall remain valid, lawful, and enforceable as applied to other Persons and circumstances. 15.3 Amendment/Binding Effect. This Agreement shall become effective and binding upon the Parties as of the Effective Date upon the execution and delivery of this Agreement by each of the Parties. This Agreement may not be amended, changed, modified, or altered unless such amendment, change, modification, or alteration is in writing and signed by both Parties. This Agreement shall inure to the benefit of all and shall be binding upon the Parties and their respective successors and assigns. 15.4 No Waiver. No waiver of any of the terms of this Agreement shall be binding unless in writing and signed by all Parties hereto. No waiver of any terms of this Agreement shall be deemed a waiver of any subsequent breach or default of the same or similar nature. 15.5 Governing Law; Venue. This Agreement shall be governed by and shall be construed, enforced, and performed in accordance with the Laws of the State of Texas, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Each Party agrees to the exclusive jurisdiction of the federal and state courts in Denton County, Texas as necessary to enforce this Agreement. 15.6 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM BY THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 15.7 Contract Claims Resolution. The dispute resolution process that is provided for in Texas Government Code, Chapter 2260 shall be used by the Parties to resolve any unresolved claim for breach of contract or any other claimed default arising under this Agreement. Pursuant to said Chapter 2260, the submission, processing, and resolution of any claim made by City and/or TWU is governed by the published rules adopted by the Office of the Texas Attorney General, as are currently effective, hereafter enacted, or subsequently amended. 15.8 Further Assurances. Each Party shall deliver or cause to be delivered to the other Party such instruments, documents, statements, certificates of its officers, accountants, engineers or agents as to matters as may be reasonably requested, and shall make available, upon reasonable request, personnel and records relating to the Party's Facilities required to deliver electric power from the City to TWU at TWU's two interconnection points with the City to the extent required to carry out the purposes of this Agreement, to fulfill any legal obligation or regulatory reporting requirement, or to ensure the reliability of the City's electric distribution system. 15.9 Further Instruments. The Parties expressly covenant and agree that they will each execute such other and further instruments and documents as are or may become reasonably necessary or convenient to effectuate and carry out this Agreement. POWER PURCHASE AGREEMENT Page 9 of 12 IMPORTANT: This document may contain information that is confidential, commercially -sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. 160 15.10 No Rights of Third Parties. This Agreement is intended only for the Parties' benefit and nothing in this Agreement may be construed to create any duty to, or any standard of care concerning, or liability to, any person not a party to this Agreement. 15.11 Joint Effort. This Agreement has been prepared by the joint efforts of the Parties or the attorneys for the Parties and each Party acknowledges and agrees that the general rule of contract construction providing that the provisions of a contract are to be strictly construed against the drafter of the agreement is hereby waived. 15.12 No Reliance. Neither Party is relying on any promise, undertaking or understanding not expressly set forth herein. 15.13 No Joint Venture or Lending of Credit Intended. Nothing in this Agreement shall be construed to create a partnership, joint venture, or other legal entity between the Parties. The rights and obligations of the Parties are to be governed strictly by this Agreement, and it is not intended that there shall be any lending of credit by one Party to the other or that either Party shall be entitled to create any obligation binding on the other Party that is not specifically provided for herein. Nothing herein shall be construed as a loan or pledge of credit or assets by the State of Texas or TWU as prohibited by Article 3, Section 50 of the Texas Constitution, or otherwise. Nothing herein shall be construed as a loan or pledge of credit or assets by the State of Texas or City as prohibited by Article 3, Section 52 of the Texas Constitution, or otherwise. 15.14 Counterparts. This Agreement may be executed in multiple counterparts, with the same effect as if all Parties hereto had signed the same counterpart. All counterparts shall be construed together and shall constitute one agreement. 15.15 Survival. All provisions of this Agreement that are expressly or by implication to come into or continue in force and effect after the expiration or termination of this Agreement shall remain in effect and be enforceable following such expiration or termination including but not limited to Section 5 — Price and Delivery Points, Section 9 — Change in Law, Section 11 — Limitations and Warranties, Section 13 — Confidentiality and Section 14 — Representations and Warranties. 15.16 Required Certifications. The provisions contained in Exhibit A "Standard Contract Addendum" are incorporated herein to the extent that they are applicable to this Agreement. 15.17 Assignment. This Agreement may not be assigned by either Party. 15.18 Notices. All notices, requests, statements, or payments shall be made in writing as specified below. Notices required to be in writing shall be delivered by letter, electronic media, facsimile, or another documentary form. Notice shall be deemed to have been received by the close of the day on which it was transmitted or hand delivered (unless transmitted or hand delivered after the close of recipient's business or on a day on which recipient is not open for business, in which case it shall be deemed received at the close of the next day on which recipient is open for business). Notice by overnight mail or overnight courier shall be deemed to have been received one (1) day after it was sent (unless delivered after the close of recipient's business or on a day on which recipient is not open for business, in which case it shall be deemed received on the next day on which recipient is open for business). A Party may change its addresses by providing notice of same in accordance herewith. POWER PURCHASE AGREEMENT Page 10 of 12 IMPORTANT: This document may contain information that is confidential, commercially -sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. 161 If intended for City, to: Denton Municipal Electric 1659 Spencer Rd Denton, TX 76205 Fax No.: (940) 349-7334 Phone No.: (940) 349-8487 Attn: General Manager and City of Denton City Attorney 215 E. McKinney Denton, TX 76201 Fax No.: (940) 382-7923 Phone No.: (940) 349-8333 To TWU: and City of Denton, Texas 215 East McKinney Street Denton, TX 76201 Fax No.: (940) 349-8596 Phone No.: (940) 349-8560 Attn: City Manager Texas Woman's University and Vice President for Finance and Administration P.O. Box 425588 Denton, TX 76204 Phone No.: (940) 898-3506 Fax No.: (940) 898-3509 Texas Woman's University Office of General Counsel P. O. Box 425497 Denton, TX 76204 Phone No.: (940) 898-3250 Fax No.: (940) 898-3244 15.20 Electronically Transmitted Signatures. Signatures to this Agreement, any amendment hereof, delivered electronically via facsimile, .pdf, .jpeg, .TIF, .TIFF or similar electronic format shall be deemed an original signature and fully effective as such for all purposes. 15.21 Understanding. The Parties represent that they fully understand this Agreement and its terms, and, with this full understanding, voluntarily enter into this Agreement as evidenced by signing it below. ----- SIGNATURE PAGES FOLLOW ----- POWER PURCHASE AGREEMENT Page 11 of 12 IMPORTANT: This document may contain information that is confidential, commercially -sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. 162 ATTESTED: ROSA RIOS, CITY SECRETARY APPROVED AS TO FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION SARA HENSLEY, INTERIM CITY MANAGER, under the authority granted in Ordinance No. 21 - Executed on the day of 2021. TEXAS WOMAN'S UNIVERSITY, A TEXAS HIGHER EDUCATION INSTITUTION Signature Printed Name Title Executed on the day of 2021. APPROVED AS TO FORM: KIMBER SUMMERS, ASSISTANT GENERAL COUNSEL POWER PURCHASE AGREEMENT Page 12 of 12 IMPORTANT: This document may contain information that is confidential, commercially -sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. 163 TEXAS WOMAN'S U N I V E R S I T Y This Standard Contract Addendum ("Addendum") between Texas Woman's University ("TWU") and the City of Denton ("Vendor") is incorporated by reference into the attached Power Purchase Agreement dated ("Agreement") between TWU and Vendor. TWU and Vendor may be referred to singularly as a "Party" and collectively as the "Parties." Notwithstanding anything in the Agreement to the contrary, if there is any conflict or contradiction between the provisions of the Agreement and those in this Addendum, this Addendum will control and Vendor waives any claim to the contrary. 1. PAYMENT OF DEBT OR DELINQUENCY TO THE STATE. Pursuant to Sections 2107.008 and 2252.903, Texas Government Code, Vendor agrees that any payments owing to Vendor under the Agreement may be applied directly toward any debt or delinquency that Vendor owes the State of Texas or any agency of the State of Texas regardless of when it arises, until such debt or delinquency is paid in full. 2. TAX CERTIFICATION. If Vendor is a taxable entity as defined by Chapter 171, Texas Tax Code ("Chapter 171"), then Vendor certifies that it is not currently delinquent in the payment of any taxes due under Chapter 171, or that Vendor is exempt from the payment of those taxes, or that Vendor is an out-of- state taxable entity that is not subject to those taxes, whichever is applicable. 3. TEXAS FAMILY CODE CHILD SUPPORT CERTIFICATION. Pursuant to Section 231.006, Texas Family Code, Vendor certifies that it is not ineligible to receive payments under the Agreement and acknowledges that the Agreement may be terminated and payment may be withheld if this certification is inaccurate. 4. BUY TEXAS CERTIFICATION. As required by Section 2155.4441 Texas Government Code, Vendor agrees that it will buy Texas products and materials for use in providing the services contemplated herein when such products and materials are available at a comparable price and within a comparable period of time when compared to non -Texas products and materials. 5. PROHIBITED BIDS AND CONTRACTS. Under Section 2155.004 of the Texas Government Code, Vendor certifies that it is not ineligible to receive this Agreement and acknowledges that this Agreement may be terminated and payment withheld if this certification is inaccurate. 6. SUSPENSION OR DISBARMENT. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, neither are in the process of being declared ineligible or being debarred, nor is either Vendor or any of its principals voluntarily excluded from covered transactions by any federal department or agency. TWU may immediately terminate this Agreement without penalty if Vendor's certification herein is inaccurate or becomes inaccurate. 7. STATE AUDITOR'S OFFICE. Vendor understands that acceptance of funds under the Agreement constitutes acceptance of the authority of the Texas State Auditor's Office, or any successor agency (collectively, "Auditor"), to conduct an audit or investigation in connection with those funds pursuant to Sections 51.9335(c), 73.115(c) and 74.008(c), Texas Education Code. Vendor agrees to cooperate with the Auditor in the conduct of the audit or investigation, including without limitation providing all records requested. Vendor will include this provision in all contracts with permitted subcontractors. Page 1 of 4 TWU Office of General Counsel Last Reviewed July 2021 164 8. TAXES. This Agreement shall not be construed so as to supersede the laws of the United States or the State of Texas that accord the State of Texas, Agency, and all departments, agencies, and instrumentalities of the State of Texas exemptions from the payment(s) of all taxes of whatever kind. More specifically, TWU shall not directly or indirectly be liable for taxes of any kind. To the extent allowed by law, TWU will provide, upon request of the Vendor during the term of this Agreement, all applicable tax exemption documentation. 9. PUBLIC INFORMATION. TWU strictly adheres to all statutes, court decisions and the opinions of the Texas Attorney General with respect to disclosure of public information under the Texas Public Information Act ("TPIA"), Chapter 552, Texas Government Code. Nothing in this Agreement will be construed to prohibit disclosure of any information arising under the Agreement, including the Agreement itself, to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, to the extent permitted by law, TWU will comply with the TPIA notice provisions to give written notice to Vendor to enable Vendor to seek a protective order or otherwise prevent or restrict such disclosure and, if disclosed, the scope of such disclosure is limited to the extent possible. Vendor acknowledges that information created or exchanged between the parties during the performance of this Agreement may be subject to the TPIA, and may be subject to required disclosure in a publicly accessible format. Vendor agrees that it will exercise professional judgment and care when creating documents or other media intended to be confidential that may be subject disclosure under the TPIA and Vendor will mark documents or media it considers to be confidential as "confidential". However Vendor understands that such marking is merely Vendor's assertion of the information as confidential, that such marking is not binding on TWU, and that the parties must still comply with the TPIA requirements should the marked documents not be determined to meet the confidentiality standards under the TPIA or pursuant to decision or opinion by the any applicable court, other governmental authority, or the Texas Attorney General. If the total amount paid to Vendor under this Contract by TWU equals one hundred thousand dollars ($100,000.00) or more. In the performance of this Agreement with TWU, the Vendor must comply with applicable sections of the TPIA Section 552.371, which requires Vendor to: (1) preserve all contracting information related to the Agreement as provided by the records retention requirements applicable to TWU for the duration of the Agreement; (2) promptly provide to TWU any contracting information related to the Agreement that is in the custody or possession of the Vendor on request of TWU; and (3) on completion of the Agreement, either: (A) provide at no cost to TWU all contracting information related to the Agreement that is in the custody or possession of the Vendor; or (B) preserve the contracting information related to the Agreement as provided by the records retention requirements applicable to TWU. As required by the TPIA, Vendor hereby acknowledges the following: "The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be Page 2 of 4 TWU Office of General Counsel Last Reviewed July 2021 165 terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter." Further, in addition to the possible termination of the Agreement, Vendor acknowledges that failure to comply with the requirements of the TPIA may negatively affect Vendor's eligibility to bid on future contracts with TWU. The definition of "contracting information" above is provided in Section 552.003(7) of the Government Code. 10. DUTY TO MAINTAIN RECORDS. Vendor shall maintain adequate records to support its charges, procedures, and performance to TWU for all work related to this Agreement to ensure proper accounting for all costs and performances related to this Agreement. 11. RIGHT TO AUDIT. Vendor shall, at all times during the term of the Agreement and for a period of four years after the completion of the services thereunder maintain such records, together with such supporting or underlying documents and materials. Vendor shall upon reasonable notice of TWU, whether during or after completion of the services and at TWU's own expense make such records available for inspection and audit. Such records shall be made available to TWU during normal business hours at the TWU's office or place of business. Costs of any audits conducted under the authority of this right to audit will be borne by TWU unless certain exemption criteria are met as stated hereafter. If the audit identifies inaccuracies (of any nature) by Vendor to TWU in excess of one-half of one percent (.5%) of the total contract billings, the Vendor shall reimburse TWU the total costs of the audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Vendor's records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of TWU's findings to Vendor. 12. BOYCOTT CERTIFICATION. Pursuant to Texas Government Code Chapter 2271.002, Vendor certifies that either (1) it meets an exemption criteria under Section 2271.002; or (2) it does not boycott Israel and will not boycott Israel during the term of the Agreement. Vendor acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate. If Vendor meets an exemption, it shall provide TWU written notice of what that exemption is at the time the Agreement is made. 13. ANTI TERRORISM CERTIFICATION. As required by Texas Government Code Section 2252.152, Vendor represents and warrants that it is not a company prohibited under Section 2252.152 or identified by (1) the Texas Comptroller as a company with business operations in Sudan; (2) the Texas State Pension Review Board as a company with business operations in Iran; or (3) the Texas Comptroller as a company known to have contracts with, or known to provide supplies or services to, a foreign terrorist organization. Excepted from this prohibition are companies the United States government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran or foreign terrorist organizations. 14. GENERAL APPROPRIATIONS ACT CERTIFICATION. Vendor acknowledges and agrees that under article IX, Section 6.25 of the General Appropriations Act, and except as provided therein, funds may not be distributed under this Agreement to any individual or entity that: (1) Performs an abortion procedure that is not reimbursable under the state's Medicaid program; (2) Is commonly owned, managed, or controlled by an entity that performs an abortion procedure that is not reimbursable under the states' Medicaid program; or (3) Is a franchise or affiliate of an entity that performs an abortion procedure that is not reimbursable under the state's Medicaid program. Page 3 of 4 TWU Office of General Counsel Last Reviewed July 2021 166 15. FIREARM CERTIFICATION. As required by Subtitle F (State and Local Contracts and Fund Management), Title 10, Texas Government Code, if the total amount paid to Vendor under this Contract by TWU equals one hundred thousand dollars ($100,000.00) or more, Vendor represents and warrants that it (a) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (b) will not discriminate during the term of the contract against a firearm entity or firearm trade association. INsoIkv.11 DID] 001Bill u8k's 0III :791:3'/:Tti:Igl91DOI1103•AIwo Ia7:1:140Ilk's City of Denton By: Name: Title: Date: TWU Office of General Counsel Texas Woman's University By: Name: Title: Date: Page 4 of 4 Last Reviewed July 2021 167 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON File #: ID 21-1327, Version: 1 Legislation Text AGENDA CAPTION Consider adoption of an ordinance of the City Council of the City of Denton authorizing the City Manager to execute an agreement with the Denton Central Business District Association, Inc. dba Denton Main Street Association to allow the Denton Main Street Association to hire a program manager and support programming for the Texas Main Street Locally Designated Program; and providing an effective date. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 168 DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Economic Development ACM/CFO: David Gaines DATE: August 17, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com SUBJECT Consider adoption of an ordinance of the City Council of the City of Denton authorizing the City Manager to execute an agreement with the Denton Central Business District Association, Inc. dba Denton Main Street Association to allow the Denton Main Street Association to hire a program manager and support programming for the Texas Main Street Locally Designated Program; and providing an effective date. BACKGROUND In early 2020, the City of Denton entered into a new partnership agreement with the Denton Main Street Association (DMSA), where DMSA and the City share duties related to the City's participation in the Texas Main Street Program. Prior to 2020, the Main Street Program was set up in a hybrid format, through which the City provided staff support and fulfilled certain obligations related to the Texas Main Street Program while DMSA, a separate 501(c)(6) organization, served as the governing board and provided programming, events, volunteers, and activities to support downtown Denton. However, due to organizational changes and operating needs in 2019, the City and DMSA evaluated the roles and responsibilities of staff and each entity to see if there were options to improve the efficiency and effectiveness of the program and further solidify the relationship. At the time, City and DMSA staff discussed new possible staffing models and presented those models for Council direction on January 7, 2020. Council provided direction to pursue a hybrid model, which would allow for the City to contract with DMSA to fulfill the program manager position, while the City would provide funding, similar to the arrangement with the Denton Chamber of Commerce or the Denton Parks Foundation, for staff and operational support. Through the agreement, the contracted program manager is required to fulfill the role as outlined in the City's Main Street Program Agreement with the Texas Historical Commission (THC), while allowing the program manager the flexibility to also serve as the staff support for the nonprofit. Over the past two years, this relationship has greatly benefited both organizations by strengthening the City/DMSA partnership, reducing staff inefficiency, and was more cost effective for both organizations by increasing the membership -generating capacity of DMSA while reducing costs for the City. In addition to the program requirements, it's worth noting that throughout the COVID-19 pandemic, DMSA provided invaluable assistance, guidance, feedback, and connections to local businesses. DMSA staff and board members served as the primary points of connection for various City programs and proposed policies. In addition, the DMSA executive director assists City staff in downtown BRE visits, special event coordination, and promotion of economic development programs. A report on the efforts of the partnership from the last year is included as Exhibit 2. 169 With the original agreement coming to an end, staff worked with DMSA again to review and evaluate the existing agreement. The proposed two-year agreement further enhances the City's commitment to the Texas Main Street Program and partnership with DMSA. Through the agreement, DMSA will continue to fulfill primary responsibilities for the Texas Main Street Program on behalf of the City. The proposed contract includes the requirements that DMSA hire/maintain employment of a full-time program manager, meet the requirements of the state program agreement, and provide support for the Main Street Program, while the City will provide the assistant program manager, manage the Downtown Reinvestment Grant Program, provide other ancillary support, and provide funding in the amount of $100,000 per year for the two years of the agreement. The contract follows similar terms of the City's agreement with the Denton Parks Foundation and the Denton Chamber of Commerce, both of which provide similar contractual -based services in support of City or community programs. FISCAL INFORMATION The proposed contract includes funding in the amount of $100,000 per year for two years ($200,000 total) for the program manager position, office rent, and any supplies, equipment, or training needed to fulfill the requirements of the contract and the state program agreement. PRIOR ACTION/REVIEW January 7, 2020 — City Council provided direction to pursue a contract with DMSA using the hybrid staff model. February 18, 2020 — City Council approved the initial program agreement with DMSA, which was later extended an additional year (ending September 30, 202 1) by the City Manager. EXHIBITS 1. Agenda Information Sheet 2. DMSA Main Street Program Report 3. Ordinance and Agreement Respectfully Submitted, Jessica Rogers Director of Economic Development 170 4MAIN STREET AMERICA® 2O2fa4wW&& TEXAS 1MAIN ®®DD STREET TEXAS HISTORICAL COMMISSION Denton Main Street Association — Denton Main Street Partnership • The Denton Central Business District, Inc. is a 501(c)(6) non-profit that since 1990 has been doing business as the Denton Main Street Association (DMSA) when Denton became a Texas Main Street City. The four key points of a Main Street City include the successful initiation and implementation of programs and guidelines for: Economic Vitality, Design, Organization, and Promotion. • Through the approved partnership agreement, DMSA has worked on these 4 areas annually. Economic Vitality - DMSA staff meets weekly with City Economic Development staff. Staff members collaborate on the following: • The Cultural District promotion and management of the Arts Walk of Fame, in addition to other art -enriching activities among arts groups and Denton Main Street. • DMSA and City staff visit with small businesses to provide support and information on resources, such as TWC, SBDC, grants, and entrepreneurial education opportunities. • DMSA presented a digital marketing webinar on E-commerce and social media at the beginning of the pandemic; Economic Development and DMSA staff presented a roundtable for small businesses with local bankers and City staff for a Q&A on the PPP and CARES Act. DMSA and City staff also held a roundtable Q&A with Workforce Solutions of North Central Texas. DMSA held a virtual Facebook live meeting with the Mayor and City Economic Development Director for important updates in summer of 2020. • Economic Development and DMSA staff held 9 business retention visits with music venues and retailers in Q2 and Q3 2021. • Staff informs downtown businesses regarding opportunities with the City of Denton's downtown reinvestment grants and projects that utilize economic development incentives and tools to promote business growth and development. • Economic Development and DMSA staff -initiated updates on the DowntownTX property database with the state and are planning an "Imagine the Possibilities Tour" to feature available properties in downtown Denton to encourage rehabilitation and development. Design • DMSA and Economic Development staff meet quarterly with City Development Services and Preservation Office staff regarding the needs of downtown businesses and issues affecting development, as well as provide input on projects that enhance the experience in downtown corridors and the district. • DMSA Board provided input for City projects including the Downtown TIRZ study and CIP Traffic and Streets projects in 2020. In 2021, DMSA Board provided input for CIP Traffic and Streets projects, Parks and Recreation Industrial Street Park, TIRZ Board, and the Denton 2040 Plan. 171 Organization • DMSA meets quarterly with City of Denton Police, Solid Waste, Keep Denton Beautiful, and Parks & Recreation to discuss issues affecting downtown safety, cleanliness, and aesthetic appeal in order to attract and retain any visitors and residents. • DMSA staff works with business, resident, and City representatives to select a Downtown Beautiful Business Award winner monthly to encourage businesses to be litter -free. • DMSA and City Economic Development staff create multiple partnerships within the community and collaborate with local and state government, non-profit and arts organizations to build a strong downtown district. These goals are met by working with various committees and organizations to plan and organize downtown -centric initiatives and activities. • Representatives from Discover Denton, Greater Denton Arts Council, and City Economic Development staff serve in ex -officio roles on the DMSA Board of Directors and attend monthly meetings. Promotion — DMSA produced 10 annual events and promotions, including: • Twilight Tunes: Held six livestreams and had a reach of 10,700 on social media and two drive-in concerts with estimated 50 attendees each in 2020; produced 8 concerts on the square in 2021 with an estimated 3,700 attendees for the season. • Arts & Autos Cruises: Four cruises held in 2020 with 86 cruise participants and a 3,200 reach on social media; planning for 2021 Arts and Autos show including 10,000 attendees, 250 cars, 100 chalk artists and 35 vendors. • Wassail Fest: Held socially distanced event in 2020 during Holiday Lighting with 400 people taking pictures with Santa in a snow globe. DMSA is currently planning for Wassail tasting in 2021 on Dec. 3-4 with an estimated 3,500 tasters. • Retail and restaurant promotions in 2020: two virtual shopping happy hours; digital marketing webinar; 21 merchants in Holiday Open House with a reach of 3,178; Shop Small Saturday with merchants and a 5,200 reach on social media; holiday local shopping campaign with a 3,296 reach on social media. • Retail and restaurant promotions in 2021: Mimosa Hop with 350 participants and Margarita Mosey with 250 participants, and Spring Open House with 22 merchants. One more tasting promotion will be held in 2021, in addition to a donation drive for Denton ISD backpacks, Holiday Open House and Shop Small Saturday. • In 2020, DMSA held six social media campaigns with an emphasis on Support Local, plus campaigns promotions throughout the year with 463,417 impressions. • DMSA conducts year-round tourism promotions with ads on social media, print ads, distributing 15,000 visitor guides per year, and maintaining downtown's website with an average of 2,350 users monthly. In addition to marketing, DMSA produces events and promotions to increase visitor and consumer traffic in downtown. • In 2020 DMSA and downtown were in five articles in the DRC and two in 2021 to date. Reports and Accreditation • DMSA staff reports quarterly reinvestment and activity to the Texas Main Street program regarding all downtown economic vitality, design, organization, and promotion components of the Denton Main Street program. • DMSA staff prepares and submits the annual accreditation reports to the Main Street Program for review. • DMSA staff submits quarterly activity updates for the Denton EDP reports. • 2020: Downtown had 20 new businesses, 49 new jobs, 48 new housing units with 84 new residents; 2021: 8 new businesses, 12 new jobs; 4 new housing units with 7 new residents. 172 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH THE DENTON CENTRAL BUSINESS DISTRICT ASSOCIATION, INC. DBA DENTON MAIN STREET ASSOCIATION TO ALLOW THE DENTON MAIN STREET ASSOCIATION TO HIRE A PROGRAM MANAGER AND SUPPORT PROGRAMMING FOR THE TEXAS MAIN STREET LOCALLY DESIGNATED PROGRAM; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, since 1990, the City of Denton ("City") has administered a Downtown Development Program ("Program"), using the National Main Street methodology, in conjunction with the Texas Historical Commission; and WHEREAS, the Program emphasizes downtown economic revitalization through preservation and rehabilitation of historic buildings in order to provide the necessary image for the downtown area and serve as a unifying factor to encourage area merchants and building owners to reinvest in downtown; and WHEREAS, the City qualifies for the Program as a Texas Main Street Urban City, as defined in 13 TAC § 19.3, and participates as an official Texas Main Street City ("Denton Main Street Program") in accordance with a contract with the Texas Historic Commission ("Program Agreement"), as renewed and amended annually, that sets out the City's responsibilities and requirements as a Program participant; and WHEREAS, the Denton Central Business District Association, Inc., dba Denton Main Street Association ("Association") was formed in 1989 and maintains qualified status as a 501(c)(6) organization, for civic, educational, historic preservation, and promotion of trade within the area known as the Denton Central Business District; and WHEREAS, the mission of the Association is to, through the combined efforts of public/private partnerships, preserve and market the downtown area as a community treasure, focusing on historic preservation, continuing reinvestment, and developing heritage tourism; and WHEREAS, the Association strives to maintain Denton's downtown area as the focus of the community where history is preserved, businesses thrive, and citizens and visitors shop, live, and enjoy arts and entertainment; and WHEREAS, the City and the Association have worked together since 1990 to develop programs and events, market downtown Denton, and encourage investment in downtown Denton in a manner that aligns with the National Main Street methodology and fulfills the requirements of participation in the Program; and WHEREAS, the City and Association desire to continue to work together to promote historic preservation and heritage tourism in downtown Denton and fulfill the requirements of the Program; and Page 1 173 WHEREAS, in operation of the Denton Main Street Program, the City is required to employ a full-time paid program manager, and the City and Association agree that the Association will perform this function on behalf of the City in consideration of the benefits described in the agreement attached to this ordinance; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The attached agreement between the City and the Association is hereby approved. SECTION 3. The Interim City Manager or her designee is hereby authorized to execute the agreement between the City and the Association and the expenditure of funds pursuant to the agreement is hereby authorized. SECTION 4. The City Council of the City hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City under the agreement to the Interim City Manager, or her designee. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by , the ordinance was passed and approved by the following vote Mayor, Gerard Hudspeth: 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: Aye Nay Abstain Absent Page 2 174 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 Date: 2021.08.10 BY: 16:14:38 -05'00' Page 3 175 DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EFD28CD897F AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND THE DENTON CENTRAL BUSINESS DISTRICT ASSOCIATION, INC. dba DENTON MAIN STREET ASSOCIATION THIS AGREEMENT is made and entered into as of the day of , 2021 between the City of Denton, Texas, a home rule municipal corporation, hereinafter referred to as the "City", and the Denton Central Business District Association, Inc., dba Denton Main Street Association, a not for profit corporation hereinafter referred to as the "Association". WHEREAS, since 1990, the City has administered a downtown development program using the National Main Street methodology, in conjunction with the Texas Historical Commission as part of the Texas Main Street Locally Designated Program (hereinafter "Program"); and WHEREAS, the downtown development program emphasizes economic revitalization through preservation and rehabilitation of historic buildings in order to provide the necessary image for the downtown area and serve as a unifying factor to encourage area merchants and building owners to invest in downtown; and WHEREAS, the City qualifies for the Program as a Texas Main Street Urban City, as defined in 13 TAC § 19.3, and participates as an official Texas Main Street City ("Denton Main Street Program") in accordance with a contract with the Texas Historic Commission ("Program Agreement"), as renewed and amended annually, that sets out the City's responsibilities and requirements as a Program participant; and WHEREAS, the Association was formed in 1989 and maintains qualified status as a 501(c)(6) organization, for civic, educational, historic preservation, and promotion of trade within the area known as the Denton Central Business District; and WHEREAS, the mission of the Association is to, through the combined efforts of public/private partnerships, preserve and market the downtown area as a community treasure, focusing on historic preservation, continuing reinvestment, and developing heritage tourism; and WHEREAS, the Association strives to maintain Denton's downtown area as the focus of the community where history is preserved, businesses thrive, and citizens and visitors shop, live, and enjoy arts and entertainment; and WHEREAS, the City and the Association have worked together since 1990 to develop programs and events, market downtown Denton, and encourage investment in downtown Denton in a manner that aligns with the National Main Street methodology and fulfills the requirements of participation in the Program; and 176 DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EFD28CD897F WHEREAS, the City and Association desire to continue to work together to promote historic preservation and heritage tourism in downtown Denton and fulfill the requirements of the Program; and WHEREAS, in operation of the Denton Main Street Program, the City is required to employ a full-time paid program manager, and the City and Association agree that the Association will perform this function on behalf of the City in consideration of the benefits described in this Agreement; NOW THEREFORE, in consideration of the covenants, promises, terms, and provisions contained herein, and for the considerations expressed herein, the City and the Association mutually AGREE to the following: ARTICLE I SERVICES TO BE PROVIDED BY THE ASSOCIATION The Association represents, acknowledges, warrants, and agrees to perform and provide the following with regard to its operation, purpose, and services provided for the benefit of the Denton Main Street Program: (1) Purpose. The Association was formed and exists to maintain an association of persons, businesses, and organizations interested in promoting heritage tourism, historic preservation, and investment in downtown Denton, including hosting, organizing, and marketing events, programs, activities, and businesses that support downtown Denton. (2) Mission. The Association supports programs, events, and activities to promote and preserve downtown Denton as a vital asset of the community. (3) Independent. The Association operates as a private legal entity separate from the City. This Agreement does not in any way constitute a joint venture or create a principal -agent relationship between the City and the Association. Neither party will assert control over the operations of the other party. (4) Organization. The Association has been established as a tax-exempt corporation formed under the laws of the State of Texas and shall maintain its status as a membership -based tax-exempt 501(c)(6) business under state and federal law. (5) Administration. The Association administers funds, property, services, or other benefits in accordance with the following procedures and requirements: a. The Association shall maintain records and accounts that document all funds received by the Association and all costs incurred by the Association, including any in-kind support received by the Association. 177 DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EFD28CD897F b. The Association shall provide a report to the Denton City Council annually to summarize the Association's financial information and benefit to the City as it relates to the performance under this Agreement. c. A copy of any financial audits and required tax filings shall be provided to the City upon request. (6) Program Manager. The Association shall employ a Denton Main Street Program Manager ("Program Manager") to carry out the functions of the Association in accordance with this Agreement. The Program Manager is an employee of the Association and shall not be considered an employee of the City and shall not be entitled to any payment or benefit from the City on account of services performed pursuant to this Agreement. The Program Manager must meet the requirements of the Program as established in Section III of the Program Agreement and must perform all duties listed in the Program Agreement, including attending all required training and certifications pursuant to the Program. The Program Manager, with City support and review, must also submit any required reports pursuant to the Program. The Program Manager will attend any and all necessary meetings, conferences, or gatherings necessary to fulfill the obligations of the Program. (7) Program Agreement. The Association's management of the Denton Main Street Program, only as it relates to the requirements of Program Agreement, is subject to the direction of the City, so long as the City is the signatory of the Program Agreement. (8) Office space. The Association shall secure an appropriate work space for the Program Manager from which the Program Manager has access to any equipment, supplies, or materials necessary to perform the obligations pursuant to this Agreement. (9) Equipment and Supplies. The Association shall provide any equipment, supplies, or materials necessary to fulfill the obligations of this Agreement and the Program. ARTICLE II OBLIGATIONS OF THE CITY OF DENTON The City of Denton, Texas, through its Economic Development Department, will provide the following to the Association: (1) Funding. One -hundred -thousand dollars ($100,000) shall be paid to the Association in Fiscal Year 2021-2022 and one -hundred -thousand dollars ($100,000) shall be paid to the Association in Fiscal Year 2022-2023 to be utilized for the purposes set forth in Article I of this Agreement, including for salary and benefits of the Program Manager, the securing of office space, for any materials and supplies necessary to perform obligations pursuant to this Agreement, and for any training required or recommended by the Program Agreement. Payment for Fiscal Year 2021-2022 shall 178 DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EFD28CD897F be made as soon as funds are budgeted following execution of this Agreement and no later than November 30, 2022. Payment for Fiscal Year 2022-2023 shall be made no earlier than October 1, 2022 and no later than November 30, 2022. (2) Assistant Program Manager. As required by the Program Agreement, the City will designate a staff member as the assistant program manager ("Assistant Program Manager"). The Assistant Program Manager must meet the requirements of the Program and must attend all required training and certifications pursuant to the Program. The Assistant Program Manager may assist with the fulfillment of any requirements of the Program as needed due to the absence or unavailability of the Program Manager or at the request of the Program Manager, subject to the approval of the Assistant Program Manager's supervisor. (3) Meeting space. The City shall provide access to a meeting or conference room for meetings of the Association, provided sufficient advance notice is provided by the Association so as to allow the City to secure a room. (4) Downtown Reinvestment Grant Program. The City shall fund and administer the Downtown Reinvestment Grant Program ("Grant Program") pursuant to the ordinance adopting the Grant Program, as amended, and maintain any and all records necessary to document the performance of the Grant Program as required by the Program. The City reserves the right to alter, amend, cancel, or change the Grant Program at any time. (5) Memberships. The City shall maintain membership in Texas Main Street, Texas Downtown Association, and national Main Street America. ARTICLE III TERM OF THE AGREEMENT To the extent allowed by state law, this Agreement shall be effective from the execution date and shall remain in full force and effect until September 30, 2023. The City or Association shall have the right to terminate the Agreement, in whole or in part, without cause any time upon sixty (60) calendar days' prior written notice. Upon receipt of a notice of termination, the Association shall promptly cease all further work pursuant to the Agreement, with such exceptions, if any, specified in the notice of termination. In the event of termination, Denton Main Street Association agrees to return funding to the City on a prorated based determined by the percent of the contract term fulfilled. ARTICLE IV ASSURANCES BY THE PARTIES The following is a list of representations, assurances, understanding, policies, procedures, and agreements regarding the roles, relationship, and functions of the City and the Association in their working relationship pursuant to this Agreement: 179 DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EFD28CD897F A. The City of Denton, Texas is the participant in the Program and is responsible for meeting any requirements established in the Program Agreement between the City and the Texas Historic Commission. B. This Agreement between the City and the Association allows the Association to perform certain requirements established under the Program on behalf of the City. C. The City has exclusive authority to make all decisions regarding the City's participation in the Texas Main Street Program, Texas Downtown Association, and national Main Street America. D. Any agreement between the Association and the City that is not within the scope of the terms of this Agreement shall receive the prior approval of the City Council. E. The Association has no authority to supervise, direct, control, or demand that a City employee perform any function on behalf of the Association. F. This Agreement does not grant the Association authority to use the City's name and trademarks. G. Any personnel employed by or volunteering on behalf of the Association shall be deemed employees or volunteers respectively of the Association, and shall not be deemed employees or volunteers of the City. The Association shall be responsible for the supervision, management, and control of such Association employees and volunteers and any payroll, taxation, or other employment obligation, if any, incident to their work. Any personnel employed by or volunteering on behalf of the City shall be deemed employees or volunteers respectively of the City, and shall not be deemed employees or volunteers of the Association. The City shall be responsible for the supervision, management, and control of such City employees and volunteers and any payroll, taxation, or other employment obligation, if any, incident to their work. H. The Association shall maintain general liability insurance in the amount of $1,000,000 and in accordance with City insurance requirements, including adding the City as an additional insured parry, for all work performed on City facilities by the Association's employees, volunteers, contractors, and subcontractors. I. The Association will appoint a representative who will be available to meet with City officials when requested. The Association will allow the City to designate a staff member to attend the regular monthly Association's Board of Directors meetings, but will not participate in any discussions related to employment matters, matters deemed confidential by the Association Board of Directors, or discussions between the Association and legal counsel. 180 DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EFD28CD897F K. THE ASSOCIATION AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR INJURIES, DAMAGE, LOSS, OR LIABILITY OF WHATEVER KIND OR CHARACTER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY THE ASSOCIATION OR THOSE SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ALL SUCH CLAIMS OR CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW, OR BASED, IN WHOLE OR IN PART, UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OF ASSOCIATION, ITS OFFICERS, EMPLOYEES, AGENTS, VOLUNTEERS, SUBCONTRACTORS, LICENSEES, AND INVITEES. ARTICLE V NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via electronic mail, hand -delivery or facsimile, addressed or sent to the Association or the City, as the case may be, at the following addresses: CITY City of Denton, Texas Attn: City Manager 215 E. McKinney St. Denton, TX 76201 Sara.Hensley@cityofdenton.com City of Denton, Texas Attn: Director of Economic Development 401 N. Elm St. Denton, TX 76201 Economic.Development@cityofdenton.com ASSOCIATION Denton Main Street Association Attn: President PO Box 2017 Denton, TX 76202 john@cartwrighttexas. com ARTICLE VI RIGHT TO AUDIT The Association agrees to retain all books, records, documents, reports, and written accounting policies and procedures pertaining to services provided under this Agreement for a period of five (5) years. The City shall have the right to audit and make copies of the books, fundraising activities, pledges, donations, gifts, statements, financial records, and computations pertaining to the Agreement. 181 DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EFD28CD897F ARTICLE VII ADMINISTRATION OF AGREEMENT The President of the Association shall be the officer responsible for the administration of the Agreement for the Association. The City Manager, or designee, shall be the City staff member responsible for the administration of this Agreement on behalf of the City. ARTICLE VIII NO ASSIGNMENT The Agreement is solely between the parties and cannot be assigned to another party without the express advance written approval of the non -assigning party. ARTICLE IX MODIFICATION OF AGREEMENT No modification of this Agreement shall be effective unless it is in writing and signed by both parties to the Agreement. ARTICLE X GOVERNING LAW AND VENUE This Agreement is subject to, governed by, and shall be construed under the laws of the State of Texas. Venue of any suit or cause of action arising under this Agreement shall be exclusively in Denton County, Texas. ARTICLE XI 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 of this Agreement 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 parties hereto respecting the stricken provision. ARTICLE XII CAPTIONS 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. 182 DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EFD28CD897F IN WITNESS THEREOF, the City and the Association have executed this Agreement in duplicate original counterparts, the City acting by and through its duly -authorized City Manager, and Association acting by and through its duly -authorized undersigned officer, on this the day of , 2021. CITY OF DENTON SARA HENSLEY, INTERIM CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY MM APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY DocuSigned by: F�_1111 BY: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED As to financial and operational obligations and business terms. DocuSigned by: Signature Director of Economic Development Title Economic Development Department Date Signed: 8/10/2021 183 DocuSign Envelope ID: 9396AF1 0-1 496-4E2A-B9C9-2EFD28CD897F DE TQ�,T STREET ASSOCIATION B Y. Its: President 184 Certificate Of Completion Envelope Id: 9396AF1014964E2AB9C92EFD28CD897F Subject: Please DocuSign: FY21-22 Main Street Agreement Final 08102021.pdf Source Envelope: Document Pages: 9 Signatures: 3 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 8/10/2021 3:53:14 PM Signer Events Jessica Rogers jessica.rogers@cityofdenton.com Director of Economic Development City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign John Cartwright john@cartwrightstexas.com President Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/10/2021 3:58:46 PM ID: 6982f23f-9dfc-429f-8d52-551 a686524aa Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Holder: Jessica Rogers Jessica. Rogers@cityofdenton.com Signature EDocuSigned by: OD'B;4el Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 OocuSignetl b E99944BBB233/A`77y1EC7D4D B... Signature Adoption: Drawn on Device Using IP Address: 68.191.215.153 ED—USion1d by: 7F9D328BF0204E5... Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.104 Signature Status Status Status Status Status DocuSign Status: Completed Envelope Originator: Jessica Rogers 901 B Texas Street Denton, TX 76209 Jessica. Rogers@cityofdenton.com IP Address: 198.49.140.10 Location: DocuSign Timestamp Sent: 8/10/2021 3:56:11 PM Viewed: 8/10/2021 3:56:18 PM Signed: 8/10/2021 3:56:30 PM Sent: 8/10/2021 3:56:31 PM Viewed: 8/10/2021 3:58:46 PM Signed: 8/10/2021 3:59:45 PM Sent: 8/10/2021 3:59:46 PM Viewed: 8/10/2021 4:00:36 PM Signed: 8/10/2021 4:01:25 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp 185 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/10/2021 3:56:11 PM Certified Delivered Security Checked 8/10/2021 4:00:36 PM Signing Complete Security Checked 8/10/2021 4:01:25 PM Completed Security Checked 8/10/2021 4:01:25 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 186 Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: John Cartwright ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 , %Iiiiiwlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1627, Version: 1 AGENDA CAPTION Consider approval of a resolution of the City of Denton nominating PACCAR, Inc., to the Office of the Governor Economic Development and Tourism through the Economic Development Bank as an Enterprise Project; and providing an effective date. The Economic Development Partnership Board recommends approval (9-0). City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 190 1"It"Mmm DENTON DEPARTMENT: ACM/CFO: DATE: SUBJECT City of Denton AGENDA INFORMATION SHEET Economic Development David Gaines August 17, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider approval of a resolution of the City of Denton nominating PACCAR, Inc., to the Office of the Governor Economic Development and Tourism through the Economic Development Bank as an Enterprise Project; and providing an effective date. The Economic Development Partnership Board recommends approval (9-0). BACKGROUND Texas Enterprise Zone Program The Texas Enterprise Zone Program is a State of Texas economic development tool to promote job creation and capital investment in economically distressed areas of the state. Successful applicants are eligible to apply for state sales and use tax refunds on qualified expenditures, based on their capital investment and number of jobs created/retained. The possible value a project could receive is determined by multiplying the maximum number of jobs allocated by the maximum potential refund in the level of capital investment category (e.g. Half Enterprise: 250 jobs x $2,500 = $625,000 maximum potential refund). maximum Level of Capital Number of Investment Jobs Allocated maximum Potential Refund Maximum Refund Per Job Allocated Half Enterprise Project $40,000 to $5,000,000 or 250 $625,000 $2,500 more Enterprise Project 55,000,000 to $149,999,999 500 F$1,250,000 $2,500 Double Jumbo Project $150,000,000 to 500* $2,500,000 $5,000 $249,999,999 Triple Jumbo Project $250,000,000 or more F500* $3,750,000 $7,500 *Double and Triple Jumbo Projects may not count retained jobs for benefit. A Double Jumbo and Triple Jumbo Project must create at least 500 jobs. 191 To apply for the TEZ program, a project must first seek a nomination from a local community. Communities have a limited number of project designations (Denton has 6) and the state has a maximum number of designations that can be awarded per biennium (105). Applicants must also receive local incentives to be eligible. A project can be located either inside or outside of a designated Enterprise Zone. For projects within an Enterprise Zone, the company must commit that 25% of new/retained employees will meet economically disadvantaged criteria, or be residents of an enterprise zone, or are veterans. For projects outside of an Enterprise Zone, the company must commit that 35% of new/retained employees will meet economically disadvantaged criteria, or be residents of an enterprise zone, or are veterans. Key aspects of the Texas Enterprise Zone (TEZ) Program are: • The local city or county must nominate the qualified company as an Enterprise Project and must offer one or more forms of local tax incentive to the company. • Projects maybe physically located in or outside of an Enterprise Zone. The location determines the percent of new employees that must meet economically disadvantaged or Enterprise Zone residence requirements. • The Enterprise Project must be nominated for a designation period of not less than one year and up to five years, non-inclusive of a 90 -day window prior to the application deadline. Employment and capital investment commitments must be incurred and met within this timeframe. • Applications are scored on criteria that reflect the distress of the area, state priority, and local and private effort. A simplified graphic of the TEZ process is below. *Project receives local incentive -Project receives local nomination *Project applies to state -State designates project IV •Project makes eligible expenditures and creates/retains jobs *Project applies for refund -Project demonstrates to state payment of sales and use taxes on qualified expenditures and job creation/retention •Stateverifies expenditures, jobs, and payment of taxes -Staterefunds sales and use tax in amount based on capital investment and job creation *Project maintains jobs for designation period or 3 years after receiving benefits, whichever is later. 192 Proposed Nomination: PACCAR, INC. PACCAR, INC., a Fortune 500 company, was founded in 1905 and is headquartered in Bellevue, Washington. PACCAR is a global technology leader in the design, manufacturing, and customer support of premium light, medium, and heavy-duty trucks under the Kenworth, Peterbilt, and DAF nameplates. PACCAR currently owns and operates a manufacturing facility located at 3200 Airport Road in Denton and has produced hundreds of thousands of trucks since 1980. The Denton plant, a 455,000 square -foot premier manufacturing facility, celebrated its 40th anniversary in Denton in 2020 and has undergone numerous changes to increase efficiency, capacity, and productivity since first opening. Through continuous improvement and ongoing investment, the plant's production capacity has increased significantly, and the introduction of new models has brought on new tooling and processes, including key technologies such as the robotic chassis paint system, which PACCAR was the first to introduce. About the Project The PACCAR/Peterbilt Denton plant needs to increase production capacity of the company's UltraLoft product line, an integrated sleeper truck, to support both current and anticipated future volumes. U1traLoft capacity has been funded to be at 50 trucks per day (TPD) by mid -2022, with future demand expecting to reach volumes of 60 TPD. The project is anticipated to cost in excess of $13 million from mid 2021 through 2022, and would include production machinery and equipment, tooling, racks, carts, etc. needed to support the project. In addition to this proposed investment project, PACCAR plans to spend in excess of $10 million on buildings and facilities improvements, including chiller and air handler unit replacements, as well as paint robot upgrades and replacements and other paint system maintenance and upgrade projects. PACCAR currently employs approximately 2,000 full-time employees at its Denton manufacturing facility - making it Denton's largest private employer - and expects to maintain its existing level of employment under the Enterprise Zone Program. While no additional jobs will be created as a result of the capital improvement projects, the Texas Enterprise Zone Program rewards companies that are making significant capital investments and retaining jobs at a facility. If designated as an Enterprise Project by the State of Texas, PACCAR commits to hiring twenty-five percent (25%) economically disadvantaged persons, enterprise zone residents or veterans, for its new or replacement personnel for certified jobs, during its Enterprise Project designation. PACCAR was previously nominated to the Texas Enterprise Zone by the City of Denton in 2016 and currently holds concurrent designations. Nominations expire after five years, meaning that the two concurrent designations expire in 2021. With improvements needed and with expiring nominations, PACCAR submitted a request for the consideration of a new nomination. The benefits of nominating PACCAR to the TEZ program: • To PACCAR: o Company can apply to receive a state sales and use tax refund To Denton: 0 25% of new jobs created or existing positions that turn over will be filled by people who are either economically disadvantaged, are residents of an enterprise zone within the City's jurisdiction, or are veterans. o This nomination has no fiscal impact to City. FISCAL INFORMATION Nominating PACCAR as an Enterprise Project has no fiscal impact to the City. PRIOR ACTION/REVIEW (Council, Boards, Commissions) August 11, 2021— The Economic Development Partnership Board reviewed the request and recommended nominating PACCAR, Inc. as an Enterprise Project to the Texas Enterprise Zone Program (9-0). 193 EXHIBITS 1. Agenda Information Sheet 2. Resolution 3. TEZ Program Overview Respectfully submitted: Jessica Rogers Director of Economic Development 194 RESOLUTION NO. A RESOLUTION OF THE CITY OF DENTON NOMINATING PACCAR, INC., TO THE OFFICE OF THE GOVERNOR ECONOMIC DEVELOPMENT AND TOURISM THROUGH THE ECONOMIC DEVELOPMENT BANK AS AN ENTERPRISE PROJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ("City") has previously passed Ordinance No. 2016-213, electing to participate in the Program authorized by Chapter 2303, Subchapter F of the Texas Enterprise Zone Act, Texas Government Code ("Act"), and the local economic development incentives available in the City are the same on this date as those outlined in Ordinance 2016-213; and WHEREAS, the City amended Ordinance No. 2016-213 to revise the City's liaison for communications and to clarify the list of possible incentives that the City may offer through Ordinance 18-1366; and WHEREAS, the local economic development incentives offered under this resolution and available in the City are the same on this date as those outlined in Ordinance 2016-213, as amended by Ordinance 18-1366; and WHEREAS, the Governor's Office of Economic Development and Tourism ("EDT") through the Economic Development Bank ("EDB") will consider the project proposed by PACCAR, INC. ("PACCAR") as an enterprise project pursuant to a nomination and an application made by the City; and WHEREAS, the City desires to create the proper economic and social environment to induce the investment of private resources in productive business enterprises located in severely distressed areas of the City and to provide employment to residents in such areas and to other economically disadvantaged individuals; and WHEREAS, pursuant to the Act, PACCAR has applied to the City for designation as an enterprise project; and WHEREAS, the City finds that PACCAR meets the criteria for designation as an enterprise project as required by the Act based on the following factors: 1. PACCAR is a "qualified business" under Section 2303.402 of the Act because it will be engaged in the active conduct of a trade or business at a qualified business site within the governing body's jurisdiction located inside of an enterprise zone and at least twenty-five percent (25.0%) of the business' new employees will be residents of an enterprise zone, economically disadvantaged individuals, or veterans; and 2. There has been and will continue to be a high level of cooperation between the public, private, and neighborhood entities in the area; and 195 3. The designation of PACCAR as an enterprise project will contribute significantly to the achievement of the plans of the City for development and revitalization of the area. WHEREAS, the City Council finds that PACCAR meets the criteria for tax relief and other incentives adopted by the City and nominates PACCAR for enterprise project status on the grounds that it will be located at the qualified business site, will create a higher level of employment, economic activity and stability; and WHEREAS, the City Council finds that it is in the best interest of the City to nominate RANCHLAND as an enterprise project pursuant to the Act; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The above recitals are adopted as findings of the City Council. SECTION 2. The City Council nominates PACCAR, INC., to the EDT, through the EDB, as an enterprise project that shall take effect on the date of designation of the enterprise project by the EDT and terminate five (5) years after the date of designation. SECTION 3. PACCAR, INC., is a "qualified business", as defined in Section 2303.402 of the Act, and meets the criteria for designation as an enterprise project, as set forth in Section 2303, Subchapter F of the Act. SECTION 4. This resolution shall become effective immediately upon its passage and approval. The motion to approve this resolution was made by seconded by the following vote 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 ADOPTED this the and the resolution was passed and approved by Aye Nay Abstain Absent day of 2021. GERARD HUDSPETH, MAYOR 196 ATTEST: ROSA RIOS, CITY SECRETARY :' APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY 197 Digitally signed by Mack n nd {! Date:2021.08.1014:44:03 BY: -05,00, 197 Program Obiective The Texas Enterprise Zone program is an economic development tool for local communities to partner with the State of Texas to encourage job creation and capital investment in economically distressed areas of the state. Participation For a business to receive state tax incentives under the Texas Enterprise Zone Program, the local community must nominate it for enterprise project designation. Each local community has a limited number of projects allocated and the state has a maximum number of 105 that can be awarded per biennium. Applications are accepted quarterly with the deadlines on the first working day of March, June, September, and December. Applications received after 5:00 p.m. for each quarterly application deadline date will not be considered for that current round. Participation Requirements • Enterprise project designation is up to a five year period, in addition to a 90 -day window prior to the quarterly deadline application/designation date as outlined above. Employment and capital investment commitments must be incurred and met within the 90 -day window through the designation expiration date. • Projects may be physically located inside or outside of an Enterprise Zone. • If located within a zone, the company commits that 25% of their new employees will meet economically disad- vantaged, enterprise zone residency, or veteran requirements. • If located outside of a zone, the company commits that 35% of their new employees will meet economically disadvantaged, enterprise zone residency, or veteran requirements. • Jobs must provide employment of at least 1,820 hours during a 12 -month period. • Jobs must exist through the end of the designation period, or at least three years after the date on which a state benefit is received, whichever is later. Benefits to participation Designated projects are eligible to apply for state sales and use tax refund on taxable items. The level and amount of refund is related to the capital investment and jobs created and/or retained at the qualified business site. 198 20-21 Biennium DeadlinesFY Project Expiration Date Job Certification Quarterly Deadline 90 -Day Window 9/3/2019 4/25/2019 9/3/2024 3/2/2026 12/2/2019 7/24/2019 12/2/2024 6/2/2026 3/2/2020 10/18/2019 3/3/2025 9/1/2026 6/1/2020 1/24/2020 6/2/2025 12/1/2026 9/1/2020 4/24/2020 9/2/2025 3/1/2027 12/1/2020 7/22/2020 12/1/2025 6/1/2027 3/1/2021 10/15/2020 3/2/2026 9/1/2027 6/1/2021 1/29/2021 6/1/2026 12/1/2027 Participation Requirements • Enterprise project designation is up to a five year period, in addition to a 90 -day window prior to the quarterly deadline application/designation date as outlined above. Employment and capital investment commitments must be incurred and met within the 90 -day window through the designation expiration date. • Projects may be physically located inside or outside of an Enterprise Zone. • If located within a zone, the company commits that 25% of their new employees will meet economically disad- vantaged, enterprise zone residency, or veteran requirements. • If located outside of a zone, the company commits that 35% of their new employees will meet economically disadvantaged, enterprise zone residency, or veteran requirements. • Jobs must provide employment of at least 1,820 hours during a 12 -month period. • Jobs must exist through the end of the designation period, or at least three years after the date on which a state benefit is received, whichever is later. Benefits to participation Designated projects are eligible to apply for state sales and use tax refund on taxable items. The level and amount of refund is related to the capital investment and jobs created and/or retained at the qualified business site. 198 e o ap tal Investment Maximum number Maximum of jobs allocated potential Half Enterprise Project $40,000 to $399,999 10 $25,000 $2,500 $400,000 to $999,999 25 $62,500 $2,500 $1,000,000 to $4,999,999 125 $312,500 $2,500 $5,000,000 or more 250 $625,000 $2,500 Enterprise Project $5,000,000 or more 500 $1,250,000 $2,500 Double Jumbo Project $150,000,000 to $249,999,999 500 $2,500,000 $5,000 Triple Jumbo Project $250,000,000 or more 500 $3,750,000 $7,500 Double and Triple Jumbo Projects may not have retained jobs for benefit. A triple jumbo enterprise project must create at least 500 jobs. Capital investment is money paid to purchase capital assets or fixed assets including but not limited to land, buildings, labor used to construct or renovate a capital asset, furniture, manufacturing machinery, computers and software, or other machinery and equipment. Property that is leased under a capitalized lease is considered a qualified capital investment but property that is leased under an operating lease is not considered a qualified capital investment. NOTE: if using a contractor to construct the facility, a "separated contract" (a contract in which the agreed contract price is divided into separately states prices for materials and labor) must be executed. If a "lump sum" contract is executed, a claim for refund of taxes invoiced to, and paid by a third party, will not qualify for a refund under this Program. Please call the Comptroller of Public Accounts' Office at 1-800-531-5441 ext. 51083 if you have any questions regarding this issue. Local communities may offer benefits to participants under the enterprise zone program as well. These may include tax abatement, tax increment financing, one-stop permitting and others. Enterprise Zone An enterprise zone is a census tract block group that has 20% or more poverty rate based upon the most recent decennial census federal poverty level information, a distressed county, a federally designated zone or renewal community. Fee There is a non-refundable application fee for consideration of an enterprise project designation. Enterprise projects will be assessed 3% on the amount of any refund benefit received under the state enterprise zone program. Contact Information For additional information on the Texas Enterprise Zone Program call (512) 936-0101. Revised: 8/15/2019 gov.texas.gov/business000019 • De 199 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1596, 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 FARO Technologies, Inc., for the FARO 3D Laser Scanner System Upgrade for the Police Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7681 - awarded to FARO Technologies, 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 $77,400.00). City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 200 City of Denton - City Hall 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: August 10, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with FARO Technologies, Inc., for the FARO 3D Laser Scanner System Upgrade for the Police Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7681 — awarded to FARO Technologies, 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 $77,400.00). INFORMATIONBACKGROUND The Police Department selected FARO through a competitive bid process in 2015 to provide the scanner that are currently being used. The scanners are utilized to map crashes and crime scenes. The intention of the scanner is to reduce the amount of time that officers/investigators are on the scene investigating the situation. This results in roadways being closed for shorter times and helping to alleviate the potential for secondary crashes. Investigators are also able to lessen the amount of time they must isolate a crime scene so that any citizens displaced can return to their normal routine as quickly as possible. The department has one laptop and one desktop loaded with the mapping software so that Crime Scene and Traffic can utilize the acquired information when necessary, even simultaneously. The other company compared was Leica. Attendant accessories for full use as well as proprietary mapping software were also purchased from FARO to provide the department with full use capabilities. The unit is functioning correctly but is becoming dated. The projected age of the product before it is no longer supported by FARO is 7 years. This upgraded scanner with the new server processing the software has the ability to capture fast, straightforward, and accurate measurements and imaging of crash and crime scenes, including ballistic trajectory estimation and bloodstain analysis and provide essential documentation for investigations, reconstruction, and court proceedings. Projected Spend Fiscal Year FY 2020-21 2021 22 2022 23 2023 24 FY 2024-25 Total Scanner Upgrade 42,677 42,677 Yearly Maintenance with contingency 4,733 4,970 5,218 5,479 5,761 26,161 Training 4,683 4,683 Server Upgrade 3,879 3,879 Total: $ 55,972 $ 4,970 $ 5,218 $ 5,749 $5,761 $ 77,400 201 Request for Proposals was sent to 270 prospective suppliers, including 15 Denton firms. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. One (1) proposal was received, references were checked, and evaluated based upon published criteria including price, delivery, compliance with specifications, and probable performance. Best and Final Offers (BAFO) were requested from the top firm. Based upon this evaluation, FARO Technologies, Inc. was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 680, 725, 931, 981 Notifications sent for Solicitation sent in IonWave: 270 Number of Suppliers that viewed Solicitation in IonWave: 17 -Historically Underutilized Business Invitations sent out: 23 —HUB SBE -Small Business Enterprise Invitations sent out: 110 Responses from Solicitation: 1 RECOMMENDATION Award a contract with FARO Technologies, Inc., for the FARO 3D Laser Scanner System Upgrade for the Police Department, in a three (3) year, with the option for two (2) additional one (1) year extensions, in the total five (5) year not -to -exceed amount of $77,400. PRINCIPAL PLACE OF BUSINESS FARO Technologies, Inc. Lake Mary, FL ESTIMATED SCHEDULE OF PROJECT This is an initial three (3) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These services will be funded from Public Safety Technology Funds. F,XHIRITS 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: David Hildebrand, 940-349-7987. Legal point of contact: Marcella Lunn at 940-349-8333. 202 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 FARO TECHNOLOGIES, INC., FOR THE FARO 3D LASER SCANNER SYSTEM UPGRADE FOR THE POLICE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7681 — AWARDED TO FARO TECHNOLOGIES, 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 $77,400.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the FARO 3D Laser Scanner System Upgrade for the Police Department; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the "Request Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7681 FARO Technologies, Inc. $77,400.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the 203 written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by . This ordinance was passed and approved by the following vote r - ]: 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 204 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 i Groups, ou=General Government, ou=Legal, cn=Marcella Lunn, BY: email=Marcelia.Lunn@cityofdenton.com 205 DocuSign Envelope ID: 23662AA3-072C-4B4B-90B0-AC1B683434BD I CITY OF DENTON Docusign City Council Transmittal Coversheet RFP 7681 File Name 3D scanner system Purchasing Contact Ginny Brummett City Council Target Date Piggy Back Option Yes Contract Expiration Ordinance EDS 206 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND FARO TECHNOLOGIES, INC. (7681) THIS CONTRACT is made and entered into this date , by and between FARO TECHNOLOGIES, INC. a Florida corporation, whose address is 250 TECHNOLOGY PARK, LAKE MARY, FLORIDA 32746, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City's document RFP 7681, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton's RFP 7681 (Exhibit "B" on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C"); (d) Insurance Requirements (Exhibit "D"); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor's Proposal (Exhibit "F"); (g) Form CIQ — Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign 3D Laser Scanner System # 7681 207 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CO @6FOR CITY OF DENTON, TEXAS BY Scxfb�, U9TIdilPkIZED SIGNATURE BY: Printed Name: Teff sexton Title: VP Americas sales 408 858 5731 PHONE NUMBER Jeff.sexton@FARO.Com EMAIL ADDRESS NA 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: Frank Dixon PRINTED NAME Chief of Police TITLE Denton Police Department DEPARTMENT 3D Laser Scanner System # 7681 ATTEST: ROSA RIOS, CITY SECRETARY BE APPROVED AS TO LEGAL FORM: DocuSigned by: BY: M t,U.I', 48070831 B4AA438... 208 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $77,400. Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier's request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 4. Price Escalation and De-escalation On Supplier's request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer's price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-I%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. 3D Laser Scanner System # 7681 209 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD 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. 5. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: • Delivery beyond contracted lead times • Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor's monthly profit margin. 6. Mutual limitation of liability Neither Party shall be liable, in any case or cause for (i) any special, punitive, indirect or consequential damages or (ii) for maximum liabilities exceeding $300,000. 3D Laser Scanner System # 7681 210 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD Fxhihit r Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights-of-way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be 3D Laser Scanner System # 7681 211 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed 3D Laser Scanner System # 7681 PAPA DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD 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 invoices on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received 3D Laser Scanner System # 7681 213 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 3D Laser Scanner System # 7681 214 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD 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. 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 3D Laser Scanner System # 7681 215 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and 3D Laser Scanner System # 7681 216 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such 3D Laser Scanner System # 7681 217 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to 31) Laser Scanner System # 7681 218 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD 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 3D Laser Scanner System # 7681 219 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law 3D Laser Scanner System # 7681 220 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents 3D Laser Scanner System # 7681 221 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD 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 parry; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor 3D Laser Scanner System # 7681 0** DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD 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 3D Laser Scanner System # 7681 223 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation solicitation as defined in the City's Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved parry. No waiver by either 3D Laser Scanner System # 7681 224 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would 3D Laser Scanner System # 7681 225 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD 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 Da 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 3D Laser Scanner System # 7681 226 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 1 O - 1Od) 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. 3D Laser Scanner System # 7681 0410 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar 3D Laser Scanner System # 7681 228 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions 3D Laser Scanner System # 7681 229 DocuSign Envelope ID: 23662AA3-072C-4B4B-90B0-AC1B683434BD Exhibit D INSURANCE REQUIREMENTS AND WORKERS' COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. 3D Laser Scanner System # 7681 230 DocuSign Envelope ID: 23662AA3-072C-4B4B-90B0-AC1B683434BD Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. 3D Laser Scanner System # 7681 231 DocuSign Envelope ID: 23662AA3-072C-4B4B-90B0-AC1B683434BD Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. 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. 3D Laser Scanner System # 7681 232 DocuSign Envelope ID: 23662AA3-072C-4B4B-90B0-AC1B683434BD Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for provided. Such policy shall include as "Named subcontractors as their interests may appear. Environmental Liability Insurance 100% of the completed value shall be Insured" the City of Denton and all 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. 3D Laser Scanner System # 7681 233 DocuSign Envelope ID: 23662AA3-072C-4B4B-90B0-AC1B683434BD ATTACHMENT 1 [] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the 3D Laser Scanner System # 7681 234 DocuSign Envelope ID: 23662AA3-072C-4B4B-90B0-AC1B683434BD project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 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 3D Laser Scanner System # 7681 235 DocuSign Envelope ID: 23662AA3-072C-4B4B-90B0-AC1B683434BD b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 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. 3D Laser Scanner System # 7681 236 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at: https://www.ethics.state.tx.us/whatsnew/elf info_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. 3D Laser Scanner System # 7681 237 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD Exhibit F Line # Description Unit 1 Laser Scanner with HDR photography, GPS, compass, altimeter (barometer), dual axis compensator, accessory bay, power block battery, battery power dock, power supply, 32GB SD Card, rugged transport case, calibration certificate, manufacturer warranty. $39,716.66 2 3 Day Training *3 -day training for 2 students at FARO facility included* $0.00 3 Battery Power Block - This is for an extra battery. A battery is included with the scanner bundle. $580.00 4 Carbon fiber tripod, super lightweight, highly stable, low vibration, customized for Focus scanners for perfect performance and increased durability. $803.99 5 80Mm Koppa Target Set A combination set of 12 x 80mm targets with rubber orings to secure the sphere to the 1/4 inch trajectory rods. All shipped in a plastic storage crate. $772.25 6 Complete Care service plan includes parts and labor for repair and annual cleaning and calibration. Four years of coverage in addition to the included 1 -year warranty. $12,000.00 7 VR Ready Notebook $3,878.88 8 Scanned Data Processing Software Maintenance **SCENE software maintenance only. Total 4 years. Quantity of 2 will cover both existing license of agency's SCENE Software** $2,768.11 9 Scanned Data Presentation Software Maintenance ****** FAROZOne3D Advanced software maintenance only. Quantity of 2 will cover both existing licenses of agency's FAROZone3D software*** $3,063.02 10 Shipping $0.00 W-1 DocuSign Envelope ID:23662AA3-072C-4B4B-90B0-AC1B683434BD Exhibit G CONFLICT OF INTEREST QUESTIONNAIRE 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. FARO Technologies, Inc. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71h business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate. 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes = No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes = No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes = No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 i❑ I have no Conflict of Interest to disclose. 5 Doc usigned by: gned lknVW4 Director, Corporate Accounting 6/14/2021 <es�easnrEr��az... Signature of vendor doing business with the governmental entity Date 239 Certificate Of Completion Envelope Id: 23662AA3072C4B4B90BOAC1B683434BD Subject: 7681 3D Scanner System Source Envelope: Document Pages: 34 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 7/16/2021 8:41:03 AM Signer Events Ginny Brummett ginny.brummett@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 Jeff Sexton jeff.sexton@faro.com VP of Sales Americas Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/16/2021 11:10:35 AM ID: 4f3bc88a-c465-4852-87a 1-4ffee799fdf5 Holder: Ginny Brummett Ginny.Brummett@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: 198.49.140.10 by: EDff0CUSi,n,d faw FESA4Ec4464o4st... Signature Adoption: Pre -selected Style Using IP Address: 108.221.20.167 DocuSign Status: Sent Envelope Originator: Ginny Brummett 901 B Texas Street Denton, TX 76209 Ginny. Brummett@cityofdenton.com IP Address: 198.49.140.104 Location: DocuSign Timestamp Sent: 7/16/2021 8:51:24 AM Viewed: 7/16/2021 8:51:36 AM Signed: 7/16/2021 8:52:14 AM Sent: 7/16/2021 8:52:16 AM Viewed: 7/16/2021 9:12:11 AM Signed: 7/16/2021 9:12:37 AM Sent: 7/16/2021 9:12:39 AM Viewed: 7/16/2021 9:14:24 AM Signed: 7/16/2021 9:18:36 AM Sent: 7/16/2021 9:18:40 AM Resent: 7/19/2021 1:32:05 PM Resent: 7/22/2021 8:11:04 AM Viewed: 7/26/2021 12:51:56 PM Signed: 7/26/2021 12:53:15 PM 240 Signer Events Frank Dixon Frank. Dixon@cityofdenton.com Chief of Police Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/26/2021 1:04:12 PM ID:2ea7002f-a58e-4c36-acc3-ddc58833ef3b 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 VALt (c VtOU KODA64DE4564F4... Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 Signature Status Status Status Status Status PIED Timestamp Sent: 7/26/2021 12:53:19 PM Viewed: 7/26/2021 1:04:12 PM Signed: 7/26/2021 1:04:54 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/16/2021 8:52:15 AM 241 Carbon Copy Events Status Timestamp Gretna Jones Sent: 7/26/2021 1:04:57 PM gretna.jones@cityofdenton.com ED Viewed: 7/26/2021 1:41:10 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 Tiffany Wei Tiffany.Wei@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign David Hildebrand David. Hildebrand@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 4/21/2021 7:33:04 AM ID:dbbcbfd7-ac29-4368-af4e-07d3a7605e32 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/16/2021 8:51:24 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure M, PA Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Jeff Sexton, Frank Dixon, Rosa Rios, David Hildebrand 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. 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McKinney St. Denton, Texas 76201 , %Iiiiiwlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1643, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, rejecting any and all competitive proposals under RFP 7696 for Fire Hydrant Maintenance; and providing an effective date (RFP 7696). The Public Utilities Board recommends approval (5 - 0). City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 246 11"'t"001110, DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: August 17, 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, rejecting any and all competitive proposals under RFP 7696 for Fire Hydrant Maintenance; and providing an effective date (RFP 7696). The Public Utilities Board recommends approval (5 - 0). INFORMATION/BACKGROUND The Water Department solicited proposals for Fire Hydrant Maintenance, and after evaluation, the cost of the contract was determined to be more than anticipated. The department has $350,000 budgeted and received four proposals ranging in cost from $1.4 to $2.3 million. During the evaluation process, the Water Distribution staff recommended rejecting all proposals and utilizing two staff members to complete hydrant maintenance and inspection. This item will not be re - solicited. In accordance with the Local Government Code 252.043, the City Council may reject any and all bids. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On August 9, 2021, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Staff recommends rejection of all proposals for Fire Hydrant Maintenance. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager 247 For information concerning this acquisition, contact: Casey Bowles, 940-349-8489. Legal point of contact: Marcella Lunn at 940-349-8333. 248 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, REJECTING ANY AND ALL COMPETITIVE PROPOSALS UNDER RFP 7696 FOR FIRE HYDRANT MAINTENANCE; AND PROVIDING AN EFFECTIVE DATE (RFP 7696). WHEREAS, the City has solicited, received, and tabulated competitive proposals to evaluate the potential for Fire Hydrant Maintenance (RFP 7696) in accordance with the procedures of state laws and the City's ordinances; and WHEREAS, the City staff recommends, and the City Council has determined, that it is in the best interest of the City that the herein described proposals should be rejected; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. All competitive proposals, as described in the "Request for Proposal", "Bid Proposals", or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned herein (RFP 7696 — Fire Hydrant Maintenance) are hereby rejected. SECTION 2. The City Manager, or their designee, is hereby authorized to execute all necessary documents for the rejection of said proposals. The City Manager, or their designee, is hereby authorized in their discretion to re -advertise to receive competitive bids, or proceed otherwise, to procure goods and services described in RFP 7696. SECTION 3. 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 the RFP 7696 to reject said proposals to the City Manager, or their designee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by . This ordinance was passed and approved by the following vote - ]: 249 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: d-com, dc=cityofdenton, d-codad, �p I ou=Department Users and Groups, ou=General Government, ou=Legal, c—Marcella Lunn, emai I=Marcelia.Lunn@cityofdenton.com BY: Date: 2021.08.17 08:43:01 -05'00' 250 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1692, 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 Joe Goddard Enterprises, LLC, for the preventative maintenance and repair of outdoor early warning sirens for the Fire Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7728 - awarded to Joe Goddard Enterprises, LLC, for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not -to -exceed amount of $639,314.00). City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 251 City of Denton _ City Hall 215 E. McKinney Street `.' Denton, Texas DENTON www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: August 17, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with Joe Goddard Enterprises, LLC, for the preventative maintenance and repair of outdoor early warning sirens for the Fire Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7728 - awarded to Joe Goddard Enterprises, LLC, for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not -to -exceed amount of $639,314.00). INFORMATION/BACKGROUND The City of Denton currently controls twenty-two (22) outdoor early warning sirens. The warning system alerts and notifies citizens in outdoor areas of emergency situations. These situations include but are not be limited to natural emergencies, transportation accidents involving hazardous materials, emergencies at fixed facilities, acts of terrorism, or other catastrophic events in which the community needs to be informed immediately. The average age of the outdoor warning sirens is 17 years. While the mechanical siren heads are still functional with routine maintenance, the Fire Department is experiencing more and more outages due to the old and outdated hardware, software, and circuitry that operate the sirens in emergencies. In the near future, we will be coming to Council with a proposal to upgrade all of this hardware, software, etc. This will also include encrypting all of our siren signals and an option to migrate all of the sirens over to solar. The budgeted amount for this service in Fiscal Year 21-22 is $34,213. Accounts for additional costs such as siren software/hardware upgrades and additional sirens will be funded from various accounts established by Finance when these programs are funded. 252 Year 1 Year 2 Year 3 Year 4 Year 5 Annual Maintenance $22,113 $24,324 $26,756 $29,432 $32,375 Repairs, Battery Replacements, Etc. $12,100 $13,310 $14,641 $16,105 $17,715 Siren Software, Hardware Upgrades, Additional Sirens, etc. $290,000 $0 $50,000 $30,000 $30,000 Contingency 5% $16,210 $1,881 $4,570 $3,777 $4,005 Total $340,423 $39,515 $95,967 $79,314 $84,095 5 Year Total I 1 1 $639,314 252 Requests for Proposals was sent to 222 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. Two (2) proposals were received, references were checked, and proposals were evaluated based upon published criteria including price, delivery, compliance with specifications, and probable performance. Based upon this evaluation, Joe Goddard Enterprises, LLC was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 035, 055, & 340 Notifications sent for Solicitation sent in IonWave: 222 Number of Suppliers that viewed Solicitation in IonWave: 1 -Historically Underutilized Business Invitations sent out: 18 —HUB SBE -Small Business Enterprise Invitations sent out: 86 Responses from Solicitation: 2 RECOMMENDATION Award a contract with Goddard Enterprises, LLC, for the preventative maintenance and repair of outdoor early warning sirens for the Fire Department, in a three (3) year, with the option for two (2) additional one (1) year extensions, in the total five (5) year not -to -exceed amount of $639,314. PRINCIPAL PLACE OF BUSINESS Joe Goddard Enterprises, LLC Edmond, OK ESTIMATED SCHEDULE OF PROJECT This is an initial three (3) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These services will be funded from Fire Department Operating and Capital 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: Evaluation Exhibit 2: LLC Members Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Lindsey Garrison, 940-349-8844. Legal point of contact: Marcella Lunn at 940-349-8333. 253 Exhibit 2 RFP 7728 - Pricing Evaluation for Outdoor Warning Sirens Maintenance and Repair Respondent's Business Name: Principal Place of Business (City and State): Joe Goddard Enterprises LLC Mass Notification Service Edmond, OK Irving, TX Line # Description UOM QTY BAFO Extended 1 Emergency Response 19 4 3 Compliance with Specifications - 30% Annual Preventative Maintenance for the entire City of Denton's outdoor warning siren system. (includes 22 sirens, 3 Activation 2 Control Points with Encoders and Radios) EA 1 $16,750.00 $8,600.00 3 Annual Preventative Maintenance Cost per each additional Outdoor Warning Siren site if added by the City of Denton. EA 1 $600.00 $350.00 4 Scheduled Repairs 5 Minimum site visit charge EA 1 $120.00 $145.00 Technician labor with a regular bucket truck (The expectation of the City of Denton is that all crews while working on a siren 6 operate out of a bucket truck and not a ladder for safety reasons.) HR 1 $95.00 $145.00 Technician labor with a large bucket truck (Large Bucket Truck MUST be capable of safely servicing the siren head on top of any pole in the City of Denton or it will be considered a regular bucket truck. It must also be rated and capable of removing any 7 siren head in the City of Denton from the top of a pole to ground level.) HR 1 $145.001 $185.00 8 Any parts required will be charged at cost plus jPercentage 1 1 20% 25% 9 System Training 10 Hourly Rate JHR I 1 1 $0.001 $0.00 11 Remote System Monitoring for troubleshooting per month IMONTH I 1 $0.001 $90.00 12 Miscellaneous 13 Total Cost of a Communication Battery for individual replacement EA 1 $55.00 $50.00 14 Total Cost to replace all the Siren Batteries in One (1) Siren EA 1 $500.00 $645.00 15 Battery price if only 1 battery is showing low voltage in a siren. EA 1 $125.00 $270.00 16 AC Delco M24MF Battery EA 1 $125.00 $125.00 17 Alternative battery being considered (AGM MK8A24DT) EA 1 $217.25 $285.00 18 Estimated yearly expenditure for parts percentage discount off Mfg. list price EA 10.0% 19 Total estimated turn -key cost to convert 1 siren from AC to Solar with DC back -Up. Cost Breakdown: EA 1 $2,250.00 $3,500.00 20 Solar Panel EA 1 $365.00 $2,000.00 21 Misc Parts EA 1 $630.00 $1,000.00 22 Hourly charge based on the # of hours on site EA 1 $95.00 $500.00 Any additional miscellaneous items not listed above including but not limited to: Software, Hardware, Equipment, Labor, 23 Encryption of Siren Communications. Cost plus plus percentage mark-up Percentage 1 20% $750.00 Total: $22,072.45 $18,550.00 Contract Total (5 years): 1 $639,314.001 Evaluation Item # Standard Criteria Joe Goddard Enterprises LLC Mass Notification Service 1 Price, Total Cost of Ownership - 30% 25 30 2 Delivery/Project Schedule - 20% 19 4 3 Compliance with Specifications - 30% 30 6 4 Probable Performance - 20% 20 4 Total Score: 1 94 44 254 8/4/2021 TEXAS SECRETARY of STATE JOSE A. ESPARZA Filing Number: 803264927 Original Date of Filing: March 15, 2019 Formation Date: N/A Tax ID: 32070069177 Name: Address: Fictitious Name: Jurisdiction: Foreign Formation Date: BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Joe Goddard Enterprises LLC 11950 Thousand Oaks Dr Edmond, OK 73034 USA Joe Goddard Enterprises LLC OK, USA January 1, 2017 Entity Type: Foreign Limited Liability Company (LLC) Entity Status: In existence FEIN: 814377312 REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ASSOCIATED ENTITIES Last Update Name Title Address March 15, 2019 Joe N Goddard Managing Member 11950 Thousand Oaks Dr Edmond, OK 73034 USA Order Return to Search Instructions: To place an order for additional information about a filing press the 'Order' button. htt s://direct.sos.state.tx.us/cor _in uir /cor _in uir -entit .as ?s a e=m mt&:S a efrom=&:Sfilin9_number=803264927&:Ndocument_number=1069952340002&:NP9current=1&:Norder_item _tYpe_i... 255 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 JOE GODDARD ENTERPRISES, LLC, FOR THE PREVENTATIVE MAINTENANCE AND REPAIR OF OUTDOOR EARLY WARNING SIRENS FOR THE FIRE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7728 — AWARDED TO JOE GODDARD ENTERPRISES, LLC, FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT -TO - EXCEED AMOUNT OF $639,314.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the preventative maintenance and repair of outdoor early warning sirens for the Fire Department; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the "Request Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7728 Joe Goddard Enterprises, LLC $639,314.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish 256 to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by seconded by following vote [ - 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 and This ordinance was passed and approved by the Aye Nay Abstain Absent day of 12021. GERARD HUDSPETH, MAYOR 257 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—Marcelia.Lunn@cityofdenton.com BY: Date: 2021.8.0411:53:54 -05'00' 258 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A41 1 E3 I CITY OF DENTON Docusign City Council Transmittal Coversheet RFP 7728 File Name outdoor warning sirens Maintenance and Repair Purchasing Contact Ginny Brummett City Council Target Date Piggy Back Option Yes Contract Expiration Ordinance EDS 259 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 CONTRACT BY AND BETWEEN CITY OF DENTON, JOE GODDARD ENTERPRISES, LLC (CONTRACT 7728) THIS CONTRACT is made and entered into this date , by and between JOE GODDARD ENTERPRISES, LLC a Oklahoma limited liability company, whose address is 11950 THOUSAND OAKS DRIVE, EDMOND, OKLAHOMA 73034, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City's document RFP 7728 -Outdoor Warning Sirens Maintenance and Repair, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton's RFP 7728 (Exhibit `B" on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C"); (d) Insurance Requirements (Exhibit "D"); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E (f) Contractor's Proposal (Exhibit "F"); (g) Form CIQ — Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Contract # 7728 260 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CO R��OR CITY OF DENTON, TEXAS BY s TsHiORIZED SIGNATURE BY: Printed Name: Linda Goddard Title: Owner 4058309057 PHONE NUMBER office@goddardenterprises.net EMAIL ADDRESS 2021-770225 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: 14WAcTURcE.. Fire chief TITLE Fi re DEPARTMENT L11u%,L. rr i i c L) K nn th Hedges PRINTED NAME ATTEST: ROSA RIOS, CITY SECRETARY C• APPROVED AS TO LEGAL FORM: DocuSigned by: BY:FtaVft a la"t, , 48070831B4AA438... 261 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $639,314. Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. Delivery Lead Time Protective gear will need to be returned upon completion of service to the same station within 48 hours of pick up for annual cleaning and inspection services. For repairs or additional cleaning that may come up in the course of business, the City requires pick up, repair/cleaning, inspection, and return within 10 business days. 4. Contract Terms The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier's request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 5. Price Escalation and De-escalation On Supplier's request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer's price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1 %, then the stated Contract # 7728 262 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. 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. 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 # 7728 263 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights-of-way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Contract # 7728 264 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, Contract # 7728 265 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within Contract # 7728 266 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 7728 267 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1 % or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan Contract # 7728 268 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions Contract # 7728 269 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor Contract # 7728 270 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 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 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 Contract # 7728 271 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 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 Contract # 7728 PAWf DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, Contract # 7728 273 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. Contract # 7728 274 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 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 parry; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. Contract # 7728 275 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 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 Contract # 7728 276 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation solicitation as defined in the City's Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third 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 Contract # 7728 PUA DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 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 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 parry or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted Contract # 7728 278 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 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 Da 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 Contract # 7728 279 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 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. Contract # 7728 280 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Contract # 7728 281 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 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 Parry to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Contract # 7728 282 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A41 1 E3 Exhibit D INSURANCE REQUIREMENTS AND WORKERS' COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Contract # 7728 283 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A41 1 E3 • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition 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. Contract # 7728 284 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A41 1 E3 • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [x] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 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 # 7728 285 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A41 1 E3 [ ] 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 # 7728 286 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A41 1 E3 ATTACHMENT 1 [] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: Contract # 7728 287 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A41 1 E3 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Contract # 7728 288 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A41 1 E3 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 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 # 7728 289 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A411 E3 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at: https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasingkcityofdenton.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 # 7728 290 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A41 1 E3 Exhibit F Line Description UOM QTY 1 Emergency Response EA Annual Preventative Maintenance for the entire City of Denton's outdoor warning siren system. (includes 22 sirens, 3 Activation Control Points with Encoders and 2 Radios)(Includes both cabinet and siren head maintenance.) EA 1 $16,750.00 Annual Preventative Maintenance Cost per each additional Outdoor Warning Siren site 3 if added by the City of Denton.(Includes both cabinet and siren head maintenance.) EA 1 $600.00 4 Scheduled Repairs EA Minimum site visit charge (This cost is per day. Example: If work exceeds one working day, the minimum site visit is charged for each day our crews are onsite. This only 5 applies to scheduled repairs, not annual maintenance.) EA 1 $120.00 Technician labor with a regular bucket truck * * The expectation of the City of Denton is that all crews while working on a siren 6 operate out of a bucket truck and not a ladder for safety reasons. HR 1 $95.00 Technician labor with a large bucket truck ** ** Large Bucket Truck MUST be capable of safely servicing the siren head on top of any pole in the City of Denton or it will be considered a regular bucket truck. It must also be rated and capable of removing any siren head in the City of Denton from the 7 top of a pole to ground level. HR 1 $145.00 8 Any parts required will be charged at cost plus % PERCENTAGE 1 20% 9 System Training EA 10 Hourly Rate HR 1 No Charge 11 Remote System Monitoring for troubleshooting per month MONTH 1 No Charge 12 Miscellaneous EA 13 Total Cost of a Communication Battery for individual replacement EA 1 $55.00 14 Total Cost to replace all the Siren Batteries in One (1) Siren EA 1 $500.00 Battery price if only 1 battery is showing low voltage in a siren. (Batteries provided by Goddard have a 1 year warranty. Any battery reporting low voltage within the first 15 1year will be warrantied at no cost to the city. (Labor and service rates still apply)) EA 1 $125.00 16 AC Delco M24MF Battery EA 1 $125.00 17 Alternative battery being considered (AGM MK8A24DT) EA 1 $217.25 18 Estimated yearly expenditure for parts percentage discount off Mfg. list price EA 10% Total estimated turn -key cost to convert 1 siren from AC to Solar with DC back -Up. 19 Cost Breakdown: EA 1 $2,250.00 Solar Panel ((Note: Two Solar panels are required for 48VDC siren)190 Watt 24VDC 20 Solar Panel - Custom Panel for Goddard Solar Kit)) EA 1 $365.00 Misc Parts (Misc Parts for Solar: 12/24/48VDC Regulator and Custom side of pole 21 mounting kit) EA 1 $630.00 Hourly charge based on the # of hours on site (Note: Hourly rate is not charged when using the turnkey solar line item. Otherwise our standard 95/Hour rate will be 22 charged.) EA 1 $95.00 Any additional miscellaneous items not listed above including but not limited to: Software, Hardware, Equipment, Labor, Encryption of Siren Communications. 23 Cost plus plus percentage mark-up lPercentage 1 11 200/6 Total I $22,112.25 291 DocuSign Envelope ID: FAOCE737-C8CO-4266-8DD7-F42468A41 1 E3 Exhibit G CONFLICT OF INTEREST QUESTIONNAIRE 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.S. 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. Joe Goddard Enterprises LLC 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate. 3 Name of local government officer about whom the information in this section is being disclosed. NIA 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? D Yes F� 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 0 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes F] No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 E]I have no Conflict of Interest to disclose. 51 \I 73 Zoe Signatu of vendor doing business with the governmental entity Date 292 Certificate Of Completion Envelope Id: FAOCE737C8C042668DD7F42468A411E3 Subject: 7728 Outdoor Warning Sirens Maintenance and Repair Source Envelope: Document Pages: 34 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 7/23/2021 9:39:07 AM Signer Events Ginny Brummett ginny.brummett@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 Catherine Clifton, Interim City Attorney City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Linda Goddard office@goddardenterprises.net Owner Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/26/2021 2:06:44 PM ID: 32095bb5-27a5-472e-a3ae-725552f7766b Holder: Ginny Brummett Ginny.Brummett@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 EbD*,"Si,n,d by: Q�" 97e5c3F98ne04C7 Signature Adoption: Pre -selected Style Using IP Address: 174.249.42.15 Signed using mobile DocuSign Status: Sent Envelope Originator: Ginny Brummett 901 B Texas Street Denton, TX 76209 Ginny. Brummett@cityofdenton.com IP Address: 198.49.140.104 Location: DocuSign Timestamp Sent: 7/23/2021 10:17:10 AM Viewed: 7/23/2021 10:17:21 AM Signed: 7/23/2021 10:17:48 AM Sent: 7/23/2021 10:17:50 AM Viewed: 7/23/2021 2:11:57 PM Signed: 7/23/2021 2:14:08 PM Sent: 7/23/2021 2:14:11 PM Viewed: 7/23/2021 4:51:51 PM Signed: 7/23/2021 4:54:49 PM Sent: 7/23/2021 4:54:51 PM Viewed: 7/26/2021 2:06:44 PM Signed: 7/26/2021 2:21:02 PM 293 Signer Events Kenneth Hedges Kenneth. Hedges@cityofdenton.com Fire Chief Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/3/2021 1:27:35 PM ID:c44673bb-1d79-4446-b2c2-b79db309301d 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: 8/4/2021 9:14:03 AM ID: 7cf2b489-0703-49c3-a2f9-42376033a112 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 DocuSigned by: SC476FC468304C3... Signature Adoption: Drawn on Device Using IP Address: 198.49.140.10 Signature Status Status Status Status Status PIED Timestamp Sent: 7/26/2021 2:21:04 PM Resent: 8/3/2021 1:10:35 PM Viewed: 8/3/2021 1:27:35 PM Signed: 8/3/2021 1:28:03 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/23/2021 10:17:51 AM 294 Carbon Copy Events Status Timestamp Gretna Jones Sent: 8/3/2021 1:28:06 PM gretna.jones@cityofdenton.com ED Viewed: 8/4/2021 10:07:34 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 Lindsey Garrison Lindsey.Garrison@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Logan Shelts logan@goddardenterprises.net Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Andy Goddard andy@goddardenterprises.net 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 10:17:10 AM Payment Events Status Electronic Record and Signature Disclosure Timestamps 295 Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Linda Goddard, Kenneth Hedges, 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. 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McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1781, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas, reappointing Tyler Atkinson as the Presiding Judge with a two-year term commencing on July 24, 2021, and ending on July 24, 2023; approving a salary increase for the Presiding Judge Tyler Atkinson under the performance review provision of his employment agreement with the city; paying the presiding judge's percentage of cost for his participation in the Texas Municipal Retirement System (TMRS); contributing 6% of the presiding judge's annual base salary to the ICMA-RC's 457 plan; increasing the Presiding Judge's car allowance to $400; authorizing the Mayor to execute the Presiding Judge's employment agreement; authorizing expenditure of funds; and providing an effective date. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 299 4v&,Wvm`' DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Human Resources CM/ DCM/ ACM: Sara Hensley, Interim City Manager DATE: August 17, 2021 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider adoption of an ordinance of the City of Denton, Texas, reappointing Tyler Atkinson as Presiding Judge with a two-year term commencing on July 24, 2021, and ending on July 24, 2023; approving a salary increase for the Presiding Judge Tyler Atkinson under the performance review provision of his employment agreement with the City; paying the Presiding Judge's percentage of cost for his participation in the Texas Municipal Retirement (TMRS); contributing 6% of the Presiding Judge's annual base salary to the ICMA-RC's 457 plan; increasing the Presiding Judge's car allowance to $400; authorizing the Mayor to execute the Presiding Judge's Employment Agreement, authorizing expenditure of funds; and providing an effective date. BACKGROUND During the August 10, 2021, City Council meeting, the Council reviewed the accomplishments and goals of Presiding Judge Tyler Atkinson. The Council has agreed to reappoint Tyler Atkinson as Presiding Judge with a two-year term commencing on July 24, 2021, and ending on July 24, 2023, increase his salary to $143,000 annually as a result of his performance, effective retroactively, starting July 24, 2021 (first pay period following his review date by the City Council). Additionally, they agreed to pay the Presiding Judge's percentage of cost for his participation in the TMRS retirement program and contribute 6% of the Presiding Judge's annual base salary to the ICMA-RC's 457 plan, as provided to other Council appointees; and an increase in his car allowance to $400. The attached ordinance authorizes these recommendations. OPTIONS Approve the ordinance as proposed, not approve the ordnance, or make modifications. EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Ordinance Exhibit 2 — Employment Agreement Respectfully submitted: Tiffany Thomson Director of Human Resources 300 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REAPPOINTING TYLER ATKINSON AS THE PRESIDING JUDGE WITH A TWO-YEAR TERM COMMENCING ON JULY 24, 2021, AND ENDING ON JULY 24, 2023; APPROVING A SALARY INCREASE FOR THE PRESIDING JUDGE TYLER ATKINSON UNDER THE PERFORMANCE REVIEW PROVISION OF HIS EMPLOYMENT AGREEMENT WITH THE CITY; PAYING THE PRESIDING JUDGE'S PERCENTAGE OF COST FOR HIS PARTICIPATION IN THE TEXAS MUNICIPAL RETIREMENT SYSTEM (TMRS); CONTRIBUTING 6% OF THE PRESIDING JUDGE'S ANNUAL BASE SALARY TO THE ICMA-RC'S 457 PLAN; INCREASING THE PRESIDING JUDGE'S CAR ALLOWANCE TO $400; AUTHORIZING THE MAYOR TO EXECUTE THE PRESIDING JUDGE'S EMPLOYMENT AGREEMENT; AUTHORIZING EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE_ WHEREAS, on the 13t' day of July 2020, the City of Denton City Council approved an Employment Agreement, commencing July 13, 2020 and ending on January 1, 2022, with Tyler Atkinson as the Presiding Judge of the City of Denton by Ordinance No. 10-1253; and on the 10th day of November 2020, the City Council approved the Presiding Judge's First Amended Employment Agreement by Ordinance 20-2310, providing the Presiding Judge with compensation for his warrant services during specific hours of the day; and WHEREAS, the City Council desires to continue employing Tyler Atkinson as the Presiding Judge, and Tyler Atkinson desires to continue his employment with the City of Denton as the Presiding Judge; and WHEREAS, the City Council finds that reappointing Tyler Atkinson as Presiding Judge, with a two-year term commencing on July 24, 2021, and ending on July 24, 2023; paying the Presiding Judge's percentage of cost for his participation in the TMRS retirement program; contributing 6% of the Presiding Judge's annual base salary to the ICMA-RC's 457 plan, as provided to other Council appointees; and increasing the Presiding Judge's car allowance to $400 are in the best interest of the City of Denton; and WHEREAS, the City Council has completed its performance review for Presiding Judge Tyler Atkinson, and the Council desires to increase Presiding Judge Tyler Atkinson's current annual Base Salary under the performance review provision of his current Employment Agreement with the City to One Hundred Forty -Three Thousand Dollars and No Cents ($143,000.00), and that said salary increase is in the best interest of the City of Denton; and WHEREAS, the City Council finds that approval of the attached Employment Agreement including the above-specified terms is in the best interest of the City of Denton; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The City Council hereby approves an increase in the annual Base Salary of Presiding Judge Tyler Atkinson to One Hundred Forty -Three Thousand Dollars and No Cents ($143,000.00), pursuant to Section 6.13. of the Presiding Judge's Employment Agreement 301 (approved by the City Council on July 13, 2020). SECTION 3. Said salary increase to Presiding Judge Tyler Atkinson shall be effective, as of July 24, 2021. SECTION 4. The City Council hereby approves the attached Employment Agreement continuing Mr. Atkinson's employment with the City of Denton as the Presiding Judge for a two- year term, commencing on July 24, 2021, and ending on July 24, 2023. SECTION 5. City expenditures provided for in the attached Employment Agreement, including the salary increase approved the City Council, the paying of the Presiding Judge's percentage of cost for his participation in the TMRS retirement program; contributing 6% of the Presiding Judge's annual base salary to the ICMA-RC's 457 plan, as provided to other Council appointees; and increasing the Presiding Judge's car allowance to $400 are in the best interest of the City of Denton, are hereby authorized. SECTION 6. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by by following vote Mayor Gerard Hudspeth: Vicki Byrd, District l: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: and seconded This Ordinance was passed and approved by the Aye Nay Abstain Absent PASSED AND APPROVED this the ATTEST: ROSA RIOS, CITY SECRETARY 10-30 day of , 2021. GERARD HUDSPETH, MAYOR Page 2 302 APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY J BY: Page 3 303 STATE OF TEXAS § COUNTY OF DENTON SECOND AMENDED EMPLOYMENT AGREEMENT This Amended Employment Agreement ("Agreement"), is made and entered into this 17`h day of August 2021 by and between the City of Denton, Texas, a Texas municipal corporation, hereinafter called "Employer," and Tyler Atkinson, hereinafter called "Presiding Judge," both of whom agree as follows: WHEREAS, on the 13`h day of July 2020, the City of Denton City Council approved an Employment Agreement with Tyler Atkinson as the Presiding Judge, commencing July 13, 2020 and ending on January 1, 2022. WHEREAS, Employer desires to continue the employment of the services of said Tyler Atkinson as Presiding Judge of the City of Denton Municipal Court; and WHEREAS, it is the desire of Employer to (I) secure and retain the services of Presiding Judge and to provide inducement for him to accept employment with the City of Denton such employment, (2) to make possible full work productivity by assuring Presiding Judge's morale and peace of mind with respect to future security, and (3) to act as a deterrent against malfeasance or dishonesty for personal gain on the part of the Presiding Judge; and WHEREAS, Presiding Judge desires to continue his employment as Presiding Judge of said City of Denton, Texas Municipal Court; and WHEREAS, the parties acknowledge that Presiding Judge is a member of the State Bar of Texas ("State Bar") and that Presiding Judge is subject to the Code of Professional Responsibility of the State Bar and shall comply with all conditions and restrictions as set forth for municipal judges under all applicable state statutes and as required under the Texas Code of Judicial Conduct; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: SECTION 1. DUTIES. Employer hereby engages the employment services of Tyler Atkinson as Presiding Judge of said Employer to perform the functions and duties specified by the Code of Judicial Conduct, the Denton City Charter, the City Code, Chapter 30 of the Texas Government Code, the laws of the State of Texas, and all other applicable laws, and to perform other legally permissible and proper duties and functions as Employer shall from time to time assign. Such duties include court sessions, workday arraignments, in-house training, office hours, and other services of the Municipal Court Judge (or Statutory Magistrate) for the City of Denton. 304 SECTION 2. TERM. A. Presiding Judge shall be appointed for terms of two years, commencing on July 24, 2021, and ending on July 24, 2023. Presiding Judge shall start his duties under the provisions of this Agreement July 24, 2021. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of Employer to terminate the services of Presiding Judge at any time, subject only to the provisions set forth in Section 3, paragraphs A and B of this Agreement. B. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the Presiding Judge to resign at any time from his position with the Employer, subject only to the provision set forth in Section 4, paragraph B, of this Agreement. C. Presiding Judge agrees not to accept other employment nor to become employed by any other employer until this Agreement is terminated by either party as provided herein. SECTION 3. SEPARATION. A. Upon Involuntary Separation occurring during any term of the Agreement, Presiding Judge shall be entitled to those benefits paid other City of Denton non -civil service employees upon termination pursuant to policy in effect at the time of separation. B. In the event Presiding Judge voluntarily resigns his position with Employer before expiration of the aforesaid term of his employment, then Presiding Judge shall give Employer 30 days' notice in advance, unless the parties otherwise agree. SECTION 4. SALARY. A. Employer agrees to pay Presiding Judge for his services rendered pursuant hereto an annual base salary of One Hundred Forty -Three Thousand and No Cents ($143,000.00), payable in installments at the same time as other employees of the Employer are paid. All provisions of the City Charter, City Code, and Rules and Regulations of the City adopted by the City Council relating to vacation and sick leave, retirement and pension system contribution, holidays, and other fringe benefits and working conditions as they now exist or hereafter may be amended, shall apply to Presiding Judge as they would to other employees of the City, which benefits include health insurance, long-term disability insurance, retirement under the Texas Municipal Retirement System, and other benefits as provided to other Council appointees of the City, including that the City will pay Employee's portion of the Texas Municipal Retirement System contribution. 305 B. In addition, Employer agrees to increase said base salary and/or other benefits of Presiding Judge in such amounts and to such extent as the Council may determine within the approved budget that it is desirable to do so on the basis of an annual performance review of said Presiding Judge made at the same time as similar consideration is given other Council appointees. C. The Presiding Judge, as one of several appointed magistrates for the City of Denton, may be required to serve as an assigned "Jail Magistrate" to perform magisterial duties related to persons arrested by, and in the custody of the Denton Police Department. In addition to the annual base salary referenced herein, the Presiding Judge shall be paid Three Hundred Twenty -Five Dollars and No Cents ($325.00) for each day of service as designated or assigned "Jail Magistrate" when such services are required on a Saturday, Sunday or holiday as designated by the City. D. The Presiding Judge shall be entitled to compensation at a rate of One Hundred Dollars ($100) per hour for after-hours warrant service, with a one hour minimum. Any additional portions of time after the first hour shall be billed in increments of fifteen (15) minutes. Compensation is based on time and not the number of warrants reviewed. "After hours" is defined as all hours excluding 8:00 AM to 5:00 PM on Monday through Friday but including City -approved holidays, Saturdays, and Sundays. Travel time to and from court shall not be included as billable time. SECTION 5. PERFORMANCE EVALUATION, A. The Council shall review and evaluate the performance of the Presiding Judge at Ieast once annually during the time set aside each year for the performance review of other Council appointees. Said review and evaluation shall be in accordance with specific criteria developed jointly by Presiding Judge and Employer. Said criteria may be added to or deleted from as the Council and Presiding Judge shall agree. B. The Council and Presiding Judge shall define annually such goals and performance objectives which they determine necessary for the proper operation of the City of Denton Municipal Court, and in the attainment of the Council's policy objectives and shall further establish a relative priority among those various goals and objectives. C. in effecting the provision of this Section, the Council and the Presiding Judge mutually agree to abide by the provisions of applicable law. SECTION 6. HOURS OF WORK. It is recognized by both Employer and Presiding Judge that the duties of Presiding Judge require a great deal of time outside of normal office hours. It is also recognized by the 306 parties that Presiding Judge is required to devote the amount of time and energy necessary to carry out those duties with the highest amount of professionalism possible. That being the case, the parties recognize that Presiding Judge may choose to take personal time off during business hours when it is appropriate and when his duties allow. Although this personal time off is not considered vacation, neither is it to be considered as compensatory time for time spent by Presiding Judge in carrying out his duties outside of normal office hours, as the parties agree that the Presiding Judge must devote the amount of time necessary to fulfill those duties. The Council will consider, in correlation with any applicable Federal and state law, the Presiding Judge's use of personal time off during the performance evaluation. SECTION 7. AUTOMOBILE. The Presiding Judge is required to be on call for 24-hour service, so therefore, must have access to a vehicle for City business. Employer shall grant to the Presiding Judge a car allowance of Four Hundred Dollars and No Cents ($400.00) per month for providing such vehicle. The Presiding Judge shall be responsible for the purchase, maintenance, insurance, taxes, etc. for said vehicle. The monthly allowance will be considered for increase during the performance evaluation process. The Employer also agrees to reimburse Presiding Judge for mileage for out -of -county travel associated with City business at the current IRS rate for mileage reimbursement in accordance with the then current City Travel Reimbursement Policy for City employees with car allowances. SECTION S. RETIREMENT. A. Employer agrees to pay the percentage of the cost of Presiding Judge's participation in the TMRS retirement program, in accordance with Employer's current policy for other City employees, except that the City will pay Employee's portion of the Texas Municipal Retirement System contribution. B. Employer agrees to execute all necessary agreements provided by the International City/County Management Association — Retirement Corporation (ICMA-RC) for Presiding Judge's participation in said ICMA-RC retirement plans. Employer further agrees to contribute b% of Presiding Judge's annual base salary to ICMA-RC's 457 plan. All sums contributed to said plans shall be in addition to Presiding Judge's base salary. Employer also agrees to allow Presiding Judge to contribute whatever portion of his base salary he may deem appropriate to said plan, including "catch-up" provisions. B. If the Presiding Judge retires pursuant to a qualified retirement plan, or is permanently disabled during the term of this Agreement, the Presiding Judge shall be compensated for vacation leave, holidays, and other benefits then accrued or credited to the Presiding Judge in accordance with Employer's current policies for compensation for these benefits, and, at the Presiding Judge's option, shall be permitted to continue to participate in the City's health insurance plan on the same basis as other retirees from the City are permitted to do so, or, if such other retirees are not permitted to do so, at the cost of the Presiding Judge. 4 307 SECTION 9. DUES, MEMBERSHIPS AND SUBSCRIPTIONS. Employer agrees to budget and to pay for the professional dues, memberships, and subscriptions of Presiding Judge necessary for his continuation of full participation in national, regional, state and local associations and organizations necessary and desirable for his continued professional participation, growth and advancement as Presiding Judge, and for the good of the Employer in amounts that are approved by the City Council in the annual budget for the City's Municipal Court Judge — Administration. SECTION 10. PROFESSIONAL DEVELOPMENT. Employer hereby agrees to budget for and to pay the full travel, participation, and subsistence expenses of Presiding Judge for professional and official travel, meetings and occasions adequate to continue the professional development of Presiding Judge, and to adequately pursue necessary official and other functions for Employer, including such national, regional, state and local groups and committees thereof which Presiding Judge serves as a member in the amounts approved by the City Council in the annual budget for the City's Municipal Court Judge - Administration. SECTION 11. BONDING. Employer shall bear the full cost of any fidelity or other bonds that may be required of the Presiding Judge under any law or ordinance. SECTION 12. OTHER TERMS AND CONDITIONS OF EMPLOYMENT. A. The City Council, and in consultation with the Presiding Judge, shall fix any such other terms and conditions of employment as it may determine from time to time, relating to the performance of Presiding Judge, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, the City Charter, Chapter 30 of the Texas Government Code, or any other law, and are memorialized by a written amendment to this Agreement. B. All provisions of the City Charter and Code, and regulations and rules of the Employer relating to vacation and sick leave, retirement and pension system contributions, holiday, and other fringe benefits and working conditions as they now exist or hereafter may be amended, shall also apply to Presiding Judge as they would to other employees of the Employer, in addition to said benefits enumerated specifically for the benefit of Presiding Judge. SECTION 13. GENERAL PROVISIONS. A. The text herein shall constitute the entire agreement between the parties. 308 B. This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of Presiding ,fudge. C. If any provision, or any portion, thereof, contained in this Agreement is held unconstitutional, invalid, or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed several, shall not be affected and shall remain in force and effect. D. The venue of any litigation involving this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. SECTION 15. APPROPRIATIONS. The Employer has appropriated, set aside and encumbered, and does hereby appropriate, set aside, and encumber available and unappropriated funds of the City in an amount sufficient to fund and pay all financial obligations of the City pursuant to this Agreement, including, but not limited to the severance pay, salary and benefits set forth and described herein. SECTION 16. EFFECTIVE DATE. This Agreement shall tape effect on July 24, 2021. IN WITNESS WHEREOF, the Mayor as duly authorized by the City Council and on behalf of the City of Denton, has signed and executed this Agreement and the Presiding Judge has signed and executed this Agreement, both in duplicate, the day and year first above written. CITY OF DENTON GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INT RIM CITY ATTORNEY BY: I 6 309 TYL ATKINSON PZ SIDING JUDGE 310 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1783, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas, approving a salary increase for the City Auditor, Madison Rorschach under the performance review provision of her employment agreement with the City; extending the term of the City Auditor's employment agreement until August 7, 2025; paying the City Auditor's percentage of cost for her participation in the Texas Municipal Retirement System (TMRS); contributing 6% of the City Auditor's annual base salary to the ICMA-RC's 457 plan; authorizing the Mayor to execute the City Auditor's first amended employment agreement; authorizing expenditure of funds; and providing an effective date. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 311 41%,101M DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Human Resources CM/ DCM/ ACM: Sara Hensley, Interim City Manager DATE: August 17, 2021 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Consider adoption of an ordinance of the City of Denton, Texas, approving a salary increase for the City Auditor, Madison Rorschach under the performance review provision of her employment agreement with the City; extending the term of the City Auditor's employment agreement until August 7, 2025; paying the City Auditor's percentage of cost for their participation in the Texas Municipal Retirement (TMRS); contributing 6% of the City Auditor's annual base salary to the ICMA-RC's 457 plan authorizing the Mayor to execute the City Auditor's First Amended Employment Agreement; authorizing the expenditure of funds; and providing an effective date. BACKGROUND During the August 10, 2021, City Council meeting, the Council reviewed the accomplishments and goals of City Auditor Madison Rorschach. The Council has agreed to increase their salary to $120,000 annually as a result of their performance, effective retroactively starting August 7, 2021 (first pay period following their review date by the City Council). Additionally, they agreed to extend the term of their employment agreement by three years, with an ending date of August 7, 2025; agreed to pay the City Auditor's percentage of cost for their participation in the TMRS retirement program and contribute 6% of the City Auditor's annual base salary to the ICMA-RC's 457 plan, as provided to other Council appointees. The attached ordinance authorizes these recommendations. OPTIONS Approve the ordinance as proposed, not approve the ordinance, or make modifications. EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Ordinance Exhibit 3 — Employment Agreement Respectfully submitted: Tiffany Thomson Director of Human Resources 312 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A SALARY INCREASE FOR THE CITY AUDITOR, MADISON RORSCHACH UNDER THE PERFORMANCE REVIEW PROVISION OF HER EMPLOYMENT AGREEMENT WITH THE CITY; EXTENDING THE TERM OF THE CITY AUDITOR'S EMPLOYMENT AGREEMENT UNTIL AUGUST 7,2025; PAYING THE CITY AUDITOR'S PERCENTAGE OF COST FOR HER PARTICIPATION IN THE TEXAS MUNICIPAL RETIREMENT SYSTEM (TMRS); CONTRIBUTING 6% OF THE CITY AUDITOR'S ANNUAL BASE SALARY TO THE ICMA-RC'S 457 PLAN; AUTHORIZING THE MAYOR TO EXECUTE THE CITY AUDITOR'S FIRST AMENDED EMPLOYMENT AGREEMENT; AUTHORIZING EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on the 4'h day of August 2020, the City of Denton City Council approved an Employment Agreement with Madison Rorschach as the City Auditor of the City of Denton by Ordinance No. 20-1481 commencing August 8, 2020 and ending on August 7, 2022; and WHEREAS, the City Council desires to continue employing Madison Rorschach as the City Auditor, and Madison Rorschach desires to continue her employment with the City of Denton as the City Auditor; and WHEREAS, the City Council finds that extending the term of the City Auditor Madison Rorschach's employment agreement to August 7, 2025; paying the City Auditor's percentage of cost for her participation in the TMRS retirement program and contribute 6% of the City Auditor's annual base salary to the ICMA-RC's 457 plan, as provided to other Council appointees are in the best interest of the City of Denton; and WHEREAS, the City Council has completed its performance review for City Auditor Madison Rorschach, and the Council desires to increase City Auditor Madison Rorschach's current annual Base Salary under the performance review provision of her current Employment Agreement with the City to One Hundred Twenty Thousand Dollars and No Cents ($120,000.00) and that said salary increase is in the best interest of the City of Denton; and WHEREAS, the City Council finds that approval of the attached First Amended Employment Agreement including the above-specified terms is in the best interest of the City of Denton; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The City Council hereby approves an increase in the annual Base Salary of City Auditor Madison Rorschach to One Hundred Twenty Thousand Dollars and No Cents ($120,000.00), pursuant to Section 6.13. of the City Auditor's Employment Agreement. SECTION 3. Said salary increase shall be effective retroactively, starting August 7, 2021 (first pay period following her review date by the City Council). SECTION 4. The City Council hereby approves the attached First Amended Employment Agreement continuing Ms. Rorschach's employment with the City of Denton as the 313 City Auditor for a five-year term, extending her term by 3 years through the 7t' day of August 2025. SECTION 5. City expenditures provided for in the First Amended Employment Agreement, including the salary increase approved herein, are hereby authorized. SECTION 6. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by by following vote F - __]: Aye 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 ATTEST: ROSA RIOS, CITY SECRETARY M. and seconded This Ordinance was passed and approved by the Nay Abstain Absent day of , 2021. GERARD HUDSPETH, MAYOR APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY BY: 1,7z K"--,C:� Page 2 314 STATE OF TEXAS § COUNTY OF DFNTON § FIRST AMENDED EMPLOYMENT AGREEMENT This Amended Employment Agreement (this "Agreement") is made and entered into this 17' day of August, 2021 by and between the City of Denton, Texas, a Texas municipal corporation (the "Employer's and Madison Rorschach (the "Employee"), with the Employer and the Employee sometimes being referenced collectively in this Agreement as the "Parties." WHEREAS, it is the desire of the Council to: (1) secure and retain the services of the Employee and to provide inducement for the Employee to remain in such employment; (2) make possible full work productivity by assuring the Employee's morale and peace of mind with respect to future security; and (3) act as a deterrent against malfeasance or dishonesty for personal gain on the part of the Employee; and WHEREAS, the Employee desires to be employed as City Auditor of said City of Denton, Texas as a Council appointee; and NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Parties agree as follows: SECTION 1. DEFINITIONS In this Agreement, the following words and phrases shall have the following meanings: Base Salary means the monetary amount stated in Section 6.A. of this Agreement that the Employee is entitled to as an annual base salary -- or, if no longer current, then the monetary amount that the Employee is currently entitled to as an annual base salary as approved by the Council — and does not include the value of any other benefit of employment or other amount. C& means the City of Denton, Texas. Commencement Date means the date on which Employee reports to work. Involuntary Separation means the Employee's: (1) removal by the Council under Section 4 of this Agreement; or (2) the Employee's resignation upon the Council's reduction or threatened reduction in the Employee's Salary or other financial benefits in a greater percentage than a coinciding across-the-board reduction for all City employees. If Employee resigns upon such a reduction, the calculation of the amount of any severance pay due and owing under this Agreement shall be based on the amount of the Employee's Base Salary immediately before any such reduction. 315 Term of Agreement means the five-year time period beginning on the Commencement Date and ending on Termination Date, during which this Agreement shall be in full force and effect if not earlier terminated in accordance with the provisions of this Agreement. Termination Date means the date upon which this Agreement terminates under any applicable provision of this Agreement. Total CopXLensation means the combined sum of the Employee's Base Salary and the monetary value of all other benefits that the Employee is entitled to under this Agreement and otherwise as an Employee of Employer. SECTION 2. DUTIES Employer hereby engages the employment services of the Employee as City Auditor of said Employer to perform the functions and duties specified by the Denton Horne Mule City Charter (the "City Charter'), the Code of the City of Denton, Texas (the "City Code"), and all other applicable laws, and as outlined in the City of Denton's job description as it now exists or as it may exist with future modifications by the Council and agreed upon by the employee, and to perform other legally permissible and proper duties and functions as Employer shall from time to time assign. SECTION 3. TERM A. The Terra of this Agreement is five years beginning on the Commencement .Date, on August 8, 2020, and ending on August 7, 2025. B. This Agreement may be terminated before the expiration of the Term by the Employer or the Employee under applicable provisions of this Agreement. If the Employer terminates this Agreement, it must do so by following the procedures set forth in Section 4 of this Agreement. The Employee may terminate this Agreement by providing at least 30 days written notice to the Employer before the date designated by the Employee for termination_ SECTION 4. INVOLUNTARY SUSPENSIONIREMOVAL The Employer may suspend the Employee prior to any removal of the Employee but may not suspend or reduce Employee's salary prior to effecting the hearing and removal provisions of this Section. At least 30 calendar days before any removal shall become effective, the Council shall by a majority vote of its members adopt a preliminary resolution of removal. Employee may reply in writing and may require a hearing at a public meeting of the Council, which shall be held not earlier than 20 calendar days and not later than 30 calendar days after the filing of such request. The hearing may be held in executive session, at the option of the Council, unless Employee requests the hearing be held in open session in accordance with Tex. Gov't Code §551.074. After such hearing or public hearing, if one be requested, and after full consideration, the Council by majority vote may adopt a final resolution of removal or reinstatement. This Agreement shall be deemed to terminate on the effective date of a final resolution of removal. Page 2 of 7 316 SECTION 5. SEPARATION AND SEVERANCE PAY A. Upon Involuntary Separation occurring during the Term of the Agreement, the Employee shall be entitled to a lump sum severance payment in an amount not to exceed four month's base salary and only those benefits paid to other non -civil service employees upon termination pursuant to policy in effect at the time of separation. At the option of the Employee, Employee may take administrative leave with pay for four months during which time Employee will continue to enjoy City employment benefits in which they are already enrolled but will not accrue additional vacation or sick leave. Such severance payment shall be the sole remedy of Employee and acceptance shall constitute a waiver of existing claims Employee may have which may arise by virtue of employment with or resignation or removal from the City, including, without limitation, any claims against the City, its officers and employees, agents, affiliates and subsidiaries including, but not limited to, breach of contract, tort, First and Fourteenth Amendment to the U.S. Constitution, 42 U.S.C. Section 1983, and any and all other claims which might arise under local, state, or federal fair employment practices or employment benefit laws, workers' compensation law, rights and claims arising under the Age Discrimination in Employment Act, Texas Payday & Whistleblower Laws, Title VII of the Civil Rights Act, the Americans with Disabilities Act, and the Texas Commission on Human Rights Act. B. Notwithstanding Section 5.A. or any other provision of this Agreement, the Employer shall not be obligated to pay and the Employee shall not be entitled to receive any amount as severance payment if the Employee's separation from employment is due to the Employee's committing an act involving: (1) moral turpitude; (2) an illegal act(s) resulting in personal gain to the Employee; or (3) conviction of a felony or Class A misdemeanor. SECTION 6. SALARY A. For the services rendered as the Employer's City Auditor, the Employer agrees to pay Employee an annual base Salary of One Hundred Twenty Thousand and Zero Cents ($120,000.00) and as set year to year by the City Council in future years, payable in installments at the same time as other employees of the Employer are paid. All provisions of the City Charter, City Code, and. Council -adopted Rules and Regulations relating to the vacation and sick leave, retirement and pension system contribution, holidays, and other fringe benefits and working conditions as they now exist or hereafter may be amended, shall apply to Employee as they would to other employees of the City, which benefits include health insurance, long-term disability insurance and retirement under the Texas Municipal Retirement System, and other benefits, as provided to other Council appointees of the City, including that the City will pay Employee's portion of the Texas Municipal Retirement System. contribution. B. In addition, Employer agrees to increase the Employee's Salary and/or other employment benefits to such extent as the Council may determine within the Page 3 of i 317 approved budget that it is desirable to do so on the basis of an annual performance review of the Employee made at the same time as similar consideration is given other Council appointees. SECTION 7. AUTOMOBILE The Employee is required to be on call for 24-hour service, so therefore, must have access to a vehicle for City business. Employer shall grant to the Employee a car allowance of Three Hundred Dollars and Zero Cents ($300.00} per month for providing such vehicle. The Employee shall be responsible for the purchase maintenance, insurance, taxes, etc. for said vehicle. The monthly allowance will be considered for increase during the performance evaluation process. The Employer also agrees to reimburse Employee for mileage outside a 50 - mile radius of the City of Deaton associated with City business at the current .IRS rate for mileage reimbursement in accordance with the then current City Travel Reimbursement Policy for City employees with. car allowances. SECTION S. PERFORMANCE EVALUATION A. The Council shall review and. evaluate the performance of the Employee at least once annually during the time set aside each year for the performance review of other Council appointees. Said review and evaluation shall be in accordance with specific criteria developed jointly by Employee and Employer. Said criteria may be added to or deleted from as the Council and Employee shall agree. B. Annually, the Council and Employee shall define such goals and performance objectives which they determine necessary for the proper operation of the City and in the attainment of the Council's policy objectives and shall fiurther establish a relative priority among those various goals and objectives. SECTION 9, HOURS OF WORK It is recognized by both Employer and Employee that the duties of City Auditor require a great deal of time outside of normal office hours. It is also recognized by the Parties that Employee is required to devote the amount of time and energy necessary to carry out those duties with the highest amount of professionalism possible. That being the case, the Parties recognize that Employee may choose to take personal time off during business fours when it is appropriate and when the Employee's duties allow. Although this personal time off is not considered vacation, neither is it to be considered as compensatory time for time spent by Employee in carrying out the Employee's duties outside of normal office fours, as the Parties agree that the Employee must devote the amount of time necessary to fulfill those duties. The Council will consider the Employee's use of personal time off during the performance evaluation. Page 4 of 7 318 SECTION 10. OUTSIDE ACTIVITIES Employee is entitled to devote whatever amount of time the Employee feels is appropriate under the circumstances to the pursuit of teaching, counseling, consulting, writing or other non -employer connected business outside of normal business hours of the Employer, provided that this does not conflict or interfere with the Employee's duties as City Auditor, and provided that Employee first notifies the Council that the Employee intends to engage in such activity, including the amount of time the Employee intends to devote to this activity and the Employee's engagement in the activity is approved Council. Any membership on a Corporate Board shall also require notice to the Council. SECTION 11. RETIREMENT A. Employer agrees to pay the percentage of the cost of the Employee's participation in the TMRS retirement program, in accordance with Employer's current policy for other City employees, except that the City will pay Employee's portion of the Texas Municipal Retirement System contribution. B. Employer agrees to execute all necessary agreements provided by the International City/County Management Association — Retirement Corporation, (ICMA-RC) for the Employee's participation in said ICMA-RC retirement plans. Employer further agrees to contribute 6% of Employee's annual base salary to ICMA-RC`s 457 plan. All suras contributed to said plans shall be in addition to the Employee's base salary. Employer also agrees to allow Employee to contribute whatever portion of their base salary they may deem appropriate to said plan, including "catch-up" provisions. C. If the Employee retires pursuant to a qualified retirement plan, or is permanently disabled during the terra of this Agreement, the Employee shall be compensated for vacation leave, holidays, and other benefits then accrued or credited to the Employee in accordance with Employer's current policies for compensation for these benefits, and, at the Employee's option, shall be permitted to continue to participate in the City's health insurance plan on the same basis as other retirees from the City are permitted to do so, or, if such other retirees are not permitted to do so, at the cost of the Employee. SECTION 12. DUES, MEMBERSHIPS AND SUBSCRIPTIONS Employer agrees to budget and to pay for the professional dues, memberships and subscriptions of Employee necessary for the Employee's continuation of full participation in national, regional, state and local associations and organization necessary and desirable for the Employee's continued professional participation, growth and advancement as City Auditor, and for the good of the Employer in amounts that axe approved by the Council in the annual budget of the City of Denton. SECTION 13. PROFESSIONAL DEVELOPMENT Page 5 of 7 319 Em.lover hereby agrees to budget for and to pay the full travel, participation. and subsistence expenses of Employee for professional and official travel, meetings and occasions adequate to continue the professional development of Employee, and to adequately pursue necessary official and other functions for Employer, including but not limited to the Texas Municipal League, and other such national, regional, state and local groups and committees thereof which Employee serves as a member in the amounts approved by the Council in the annual budget for the City of Denton. SECTION 14. BONDING Employer shall bear the full cost of any fidelity or other bonds that may be required of the Employee under any law or ordinance. SECTION 15. OTHER TERMS AND CONDITIONS OF EMPLOYMENT A. The Council, and in consultation with the Employee, shall fix any such other terms and conditions of employment as it may determine from time to time, relating to the performance of Employee, provided such terms artd conditions are not inconsistent with or in conflict with the provisions of this Agreement, the City Charter or any other law, and are memorialized by a written amendment to this Agreement. B. All provisions of the City Charter and City Code, and regulations and rules of the Employer relating to vacation and sick leave, retirement and pension system contributions, holiday, and other fringe benefits and working conditions as they now exist or hereafter may be amended, also shall apply to Employee as they would to other employees of the Employer in addition to said benefits enumerated specifically for the benefit of Employee. SECTION 16. GENERAL PROVISIONS A. The text herein shall constitute the entire agreement between the parties. B. If any provision, or any portion, thereof, contained in this Agreement is held unconstitutional, invalid, or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected and shall remain in force and effect. C. The venue of any litigation involving this Agreement shall be in a court of competent jurisdiction sitting in Denton County, 'Texas. SECTION 17. APPROPRIATIONS Page 6 of 7 320 The Employer agrees that it will appropriate, set aside and encumber funds of the City in an amount sufficient to fund and pay all financial obligations of the City pursuant to this Agreement, including, but not limited to, the severance pay salary and benefits set forth and described herein. SECTION 18. EFFECTIVE DATE This Agreement shall take effect on August 7, 2021. IN WITNESS WHEREOF, the Mayor as duly authorized by the Council and on behalf of the City of Denton, has signed and executed this Agreement and the Employee has signed and executed this Agreement, both in duplicate, the day and year first above written. CITY OF DENTON, TEXAS GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CI'T'Y ATTORNEY BY: ] APPROVED AND ACCEPTED f. MADISON RORSCHACH Page 7 of 7 321 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1329, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton amending the provisions of Chapter 6 of the Code of Ordinances by amending Section 6-2 "definitions" by providing definitions for key terms and removing the definition of "dangerous animal" to replace it with the definition of "dangerous dog"; by amending Article II of Chapter 6 of the Code of Ordinances regarding dangerous dogs by changing the title of Article II to "dangerous dogs and aggressive dogs"; amending the complaint filing process, outlining ramifications for failure to comply, and outlining and implementing a dangerous and aggressive dog registry; providing for a severability clause; providing for a savings clause; providing for a penalty; providing for codification; and providing an effective date. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 322 DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Animal Services DCM: Sarah Kuechler, Chief of Staff DATE: August 17, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com SUBJECT Consider adoption of an ordinance of the City of Denton amending the provisions of Chapter 6 of the Code of Ordinances by amending Section 6-2 "definitions" by providing definitions for key terms and removing the definition of "dangerous animal" to replace it with the definition of "dangerous dog"; by amending Article II of Chapter 6 of the Code of Ordinances regarding dangerous dogs by changing the title of Article II to "dangerous dogs and aggressive dogs"; amending the complaint filing process, outlining ramifications for failure to comply, and outlining and implementing a dangerous and aggressive dog registry; providing for a severability clause; providing for a savings clause; providing for a penalty; providing for codification; and providing an effective date. BACKGROUND The Denton Animal Shelter (Shelter) operates under the guidance of the Animal Shelter Advisory Committee (ASAC) which pursuant to Chapter 823.005 of the Texas Health and Safety Code assist in the Shelter's compliance with the requirements of this chapter. The ASAC and the Shelter desires to continuously promote the health, safety and welfare of animals in Denton. Staff brought forth and presented a recommendation to amend language in Chapter 6 — Sections 33 -39 titled "Dangerous Dogs" to the ASAC on March 24, 2021 to further define and provide clarity to definition, decrease timeframe to file a complaint, remove limitations as to who can file a complaint, outline consequences for failure to comply and add a dangerous/aggressive dog registry. As a result, the ASAC recommended an amendment to the city code based off the changes brought forth by staff. DISCUSSION Currently, Section 6-33 -39 of the City's Code of ordinances outlines the stem to stern process from when a complaint is filed to the final disposition of a dog once it has been deemed dangerous. This process includes: • Filing a complaint • Investigation, Determination of Probable Cause; Order of Impoundment • Determination Hearing • Disposition of Dangerous Dog • Impoundment; Redemption City staff reviewed fifteen (15) ordinances from within the metroplex and state to determine the types of language that was used throughout their ordinances. In reviewing ordinances, staff found that two (2) of the surveyed ordinances have language that was consistent to what was sought to amend the current ordinance. 323 Common language that staff would recommend including in the amended dangerous dog ordinance are: • Definitions — Clearly define/redefine the following key terms: o Dangerous Dog o Aggressive Dog o Unprovoked Attack o Bodily Injury o Serious Bodily Injury • Decrease time to file a complaint — Once an animal has bitten the filing party will have 10 days to file a complaint. The (ten) 10 filing period will mirror the state mandated ten (10) day rabies quarantine hold. • Filing a complaint — Any resident who is either the direct victim of a dog attack within the City of Denton or any resident who witnesses a dog attack that causes serious bodily injury can file a Dangerous Dog complaint with City of Denton Animal Services. Additionally, any owner whose animal is a victim of a dog attack within the City of Denton or any resident is who witnesses the dog on dog attack that causes serious bodily injury to the animal can file an Aggressive Animal complaint with City of Denton Animal Services. • Dangerous/Aggressive Dog Registry Map — Final disposition of an animal deemed dangerous will be require the dangerous/aggressive dog added to an interactive online map. • Failure to comply — Cleary outline consequences within ordinance if owner of animal fails to comply with final disposition set forth by the municipal magistrate. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) March 24, 2021 — Staff presented to the Animal Shelter Advisory Committee June 16, 2021 — Staff presented to the Animal Shelter Advisory Committee RECOMMENDATION To ensure the health and safety of the community and animals remain a top priority, staff is recommending that the amendments brought forth are accepted for Chapter 6 of the Code of Ordinances. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Exhibit 3: Presentation Exhibit 4: Chapter 6 — Sections 33-39 Redline Respectfully submitted: Randi Weinberg Animal Services Manager 324 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AMENDING THE PROVISIONS OF CHAPTER 6 OF THE CODE OF ORDINANCES BY AMENDING SECTION 6-2 "DEFINITIONS" BY PROVIDING DEFINITIONS FOR KEY TERMS AND REMOVING THE DEFINITION OF "DANGEROUS ANIMAL" TO REPLACE IT WITH THE DEFINITION OF "DANGEROUS DOG"; BY AMENDING ARTICLE H OF CHAPTER 6 OF THE CODE OF ORDINANCES REGARDING DANGEROUS DOGS BY CHANGING THE TITLE OF ARTICLE II TO "DANGEROUS DOGS AND AGGRESSIVE DOGS"; AMENDING THE COMPLAINT FILING PROCESS, OUTLINING RAMIFICATIONS FOR FAILURE TO COMPLY, AND OUTLINING AND IMPLEMENTING A DANGEROUS AND AGGRRESSIVE DOG REGISTRY; PROVIDING FOR A SEVERABILITY CLAUSE; PROVIDING FOR A SAVINGS CLAUSE; PROVIDING FOR A PENALTY; PROVIDING FOR CODIFICATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas (the "City") owns and operates the Denton Animal Shelter (the "Shelter") and desires to promote the health, safety and welfare of animals in Denton; and WHEREAS, the Shelter is operated under the guidance of the Animal Shelter Advisory Committee (ASAC) which pursuant to Section 823.005 of Chapter 823 of the Texas Health and Safety Code assists in the Shelter's compliance with the requirements of the chapter; and WHEREAS, the ASAC has recommended an amendment to Chapter 6 "Animals," Section 6-2 "Definitions" to provide definitions for key terms including: aggressive dog, bodily injury, dangerous dog, serious bodily injury, and unprovoked attack; and to delete the definition of "dangerous animal"; and WHEREAS, the ASAC has recommended an amendment to Chapter 6 "Animals," Section 6-34 "Filing the complaint" to amend the complaint filing timeframe and remove the narrow limitations of the persons allowed to file a dangerous animal complaint with the municipal magistrate; and WHEREAS, the ASAC has recommended an amendment to Chapter 6 "Animals," by adding Section 6-39.1 "Failure to comply" to include language outlining the ramifications for failing to comply with the final disposition ordered by the municipal magistrate; and WHEREAS, the ASAC has recommended an amendment to Chapter 6 "Animals," by adding Article II Part B "Aggressive Dogs" including Sections 6-39.2 through Section 6-39.5 regarding "Aggressive Dog Complaint Process"; "Determination Hearing"; "Requirements for Ownership of an Aggressive Dog"; and "Failure to Comply (Aggressive Dogs)"; and WHEREAS, the ASAC has recommended an amendment to Chapter 6 "Animals", by adding Section 6-39.6 "Dangerous Dog and Aggressive Dog Registry" to provide for the creation of a publicly visible list identifying where a dangerous or aggressive dog resides; and Page 1 325 WHEREAS, the City Council has determined that it is in the best interest of the residents and animals of the City to enact regulations relating to dangerous and aggressive dogs and finds the attached amendments reasonable and necessary; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Section 6-2 of Article I of Chapter 6 "Definitions" of the Code of Ordinances of the City of Denton is hereby amended to delete the definition for "dangerous animal" and to add the following definitions which shall read as follows: Sec. 6-2. - Definitions. Aggressive dog means a dog that on at least one occasion, while not legally restrained, killed or injured a legally restrained domestic animal or livestock. Bodily Injury means physical pain, illness, or any impairment of physical condition. Dangerous Dog means a dog that makes an unprovoked attack on a person that causes bodily injury and occurs in a place other than an enclosure in which the dog was being kept and that was reasonably certain to prevent the dog from leaving the enclosure on its own. Serious Bodily Injury means an injury characterized by severe or multiple bite wounds or severe ripping and tearing of muscle that would cause a reasonably prudent person to seek treatment from a medical professional and would require hospitalization without regard to whether the person actually sought medical treatment. Unprovoked Attack is an action by a dog that is not in response to being tormented, abused, or assaulted by any person SECTION 2. Article II of Chapter 6 "Dangerous Animals" of the Code of Ordinances of the City of Denton is hereby amended and shall now read as follows: ARTICLE II. DANGEROUS DOGS AND AGGRESSIVE DOGS PART A. DANGEROUS DOGS Sec. 6-33. - Purpose and scope. (a) The purpose of this article is to protect the health, safety and general welfare of the city by providing for the disposition of dogs determined to be dangerous. (b) The administrative procedures of this article shall apply to any dog required to be restrained in accordance with this article which, while running at large or while restrained in a public place, has bitten or attacked a person and for which a complaint has been filed in accordance with this article. Page 2 326 Sec. 6-34. - Filing the complaint. (a) To invoke the provisions of this article, a written complaint shall be filed with the animal control authority within ten (10) calendar days of the date the person was attacked or bitten, on a form provided by the city which shall give notice of the penalty for the filing or signing of a false complaint as provided in this article. (b) The sworn complaint shall be signed by any person, including an animal control officer. If the person seeking to sign the complaint is a minor or is incapacitated, the complaint shall be signed by the person's parent, guardian or legal representative. (c) The complaint shall contain the following information: 1) The name, address and telephone number of the person attacked or bitten. 2) The facts and circumstances of the incident, including the date, time and location; a description of the dog complained of, and if known, the name, address and telephone number of the owner of the dog complained of, and of any witness; and 3) A statement that the dog complained of, while running at large or while restrained in a public place, made an unprovoked attack on a person in violation of this article. Sec. 6-35. - Making a false complaint. It shall be unlawful for any person to file or sign the written complaint required by this ordinance when the person knows that the complaint contains false information. Sec. 6-36. - Investigation; Determination of Probable Cause; Order of Impoundment. (a) Upon receipt of a dangerous dog complaint, the animal control authority shall immediately initiate an investigation to determine if there is probable cause to believe that the dog which is the subject of the complaint is dangerous. (b) If the investigating animal control officer determines that there exists probable cause to believe the dog is dangerous, the animal control officer shall request an order of impoundment be issued by the municipal court. (c) The order of impoundment shall include the facts set forth in the complaint, the duty of the owner to immediately impound the dog, and notification of the subsequent dangerous dog hearing. (d) Upon receipt of an order of impoundment, the owner of the subject dog shall immediately impound the dog at the animal control authority. (e) If the owner of a dog subject to impoundment refuses or fails to immediately impound the dog as required, an animal control officer may obtain a warrant from a magistrate, seize the dog, and transport it to the animal control authority. (f) The owner or harborer will bear any and all costs for the impoundment required by this section. (g) Any owner, harborer, or other person having possession of or responsibility for any dog which is subject to an investigation under this article shall immediately notify the animal control authority if such dog escapes, becomes or appears to become sick, or dies. In case Page 3 327 of death of the dog under investigation, the person shall immediately surrender the carcass to the animal control center for diagnostic purposes. (h) It shall be unlawful for any person to refuse or fail to impound a dog subject to this article, or harbor, hide or secret a dog subject to this article, for the purpose of preventing its impoundment. (i) It shall be unlawful for any person to transport, or secure the transport, of a dog subject to this article to any location outside the incorporated limits of the city if the person has knowledge that the dog is the subject of an investigation under this article. 0) Nothing in this section shall preclude an animal control officer from immediately impounding a dog that poses an immediate threat to the health and safety of the citizens of the city. Sec. 6-37. - Determination hearing. (a) The jurisdiction for a dangerous dog determination hearing under this article shall be assigned to the municipal court of the city. (b) The owner of a dog subject to a dangerous dog determination hearing under this article shall be notified, in writing, of the date, time and location of the hearing within five (5) days after the impoundment of the dog. (c) The determination hearing shall be held within ten (10) days after impoundment of the dog. (d) The hearing shall be held before a magistrate of the municipal court of the city. The magistrate shall consider evidence provided by any interested party in making the determination. (e) If the magistrate determines that the dog which is the subject of the hearing made an unprovoked attack in violation of this Article, the magistrate will issue an order as to the disposition of the dog and any conditions that may be placed upon the owner for the continued possession of the dog. (f) Nothing in this section precludes the owner of a dog which is the subject of the hearing from waiving their right to a determination hearing. If a person waives the right to a hearing, the dog will be assumed to be dangerous and the owner shall immediately authorize the humane euthanasia of the dog. The owner shall release the dog to the center for humane euthanasia. Sec. 6-38. - Disposition of a dangerous dog. (a) If, in accordance with this article, a magistrate determines that a dog is dangerous, the magistrate shall issue an order of disposition for the dog. The magistrate may order the humane euthanasia of the dog or place special conditions on the owner for the continued maintenance of the dog. (b) If an order of disposition contains special conditions, such conditions shall include, but not be limited to, a requirement that the owner: 1) Register the dog as a dangerous dog with the animal control authority for the area in which the dog is kept; Page 4 328 2) Restrain the dog at all times in a secure enclosure when the owner or harborer is not present; 3) Display signs of a permanent nature at the property lines located on the front and rear of the property and on the secure enclosure of the dog; 4) Obtain liability insurance coverage or show financial responsibility in an amount of at least $100,000 to cover damages resulting from an attack by the dangerous dog causing bodily injury to a person or another animal and provide proof of the required liability insurance coverage or financial responsibility to the animal control center; 5) Microchip the dog and register the dog for its life with a national registry, and present proof of the registration to the animal control center within thirty (30) days or within the timeframe ordered by the magistrate; and 6) Present proof to the animal control center that the dog has been sterilized by a licensed veterinarian within thirty (30) days or within the timeframe ordered by the magistrate. This requirement may be waived by the magistrate if a licensed veterinarian certifies in writing that sterilization would endanger the health of the dog because of a preexisting medical condition. (c) For the purposes of this section, "secure enclosure" means and must comply with the following requirements: 1) A dwelling may serve as a secure enclosure under this division, in cases where the attack did not result in serious bodily injury or death to a person or domestic animal, and subject to the approval of the animal control authority. If a dwelling is the secure enclosure under this division, all entries to the dwelling, including doors and garage doors, must have a sign posted in a conspicuous location warning of the presence of the dangerous dog, and the front door or the dwelling must be locked at all times, except when in use for entering or exiting the dwelling. 2) If a secure enclosure is separate from a dwelling, all entrances to the secure enclosure must be locked with a padlock at all times, except to enter or exit the secure enclosure. The secure enclosure must be capable of preventing the escape, release, or protrusion of any part of the body of the animal. The enclosure shall have secure sides and a floor attached to the sides with the sides embedded no less than twelve (12) inches in a concrete border surrounding the base of the enclosure. The concrete border shall be no less than four (4) inches wide and no closer than six (6) feet to any property line. An enclosure shall be adequately lighted and ventilated and must be maintained in a clean and sanitary condition. Such enclosure must be inspected and approved by the animal control authority to verify the enclosure is in compliance with the order issued by the magistrate before the dog is registered with the animal control authority. 3) When taken outside the secure enclosure, the dog must be secured by a leash no longer than four (4) feet in length, held by a person of sufficient strength to restrain the animal and muzzled in a manner that will not cause injury to the dog nor Page 5 329 interfere with its vision or respiration. The muzzle must prevent the dangerous dog from biting another person or animal. (d) For the purposes of this section, "register" means to: 1) Provide the animal control authority with the name, address and telephone number of the person owning or harboring a dangerous dog; 2) Provide the animal control authority with the following information regarding the dangerous dog: the name of the dog; the general description of the dog; and two- color photographs of the dog, one depicting a frontal view and one depicting a side view; 3) Provide the animal control authority with a valid rabies vaccination certificate issued for the dangerous dog by a licensed veterinarian; 4) Provide a copy of a current liability insurance policy as prescribed by subsection (b)(4) of this section; 5) Agree to inspections by animal control officers of the dangerous dog and the premises on which the dangerous dog is kept at any reasonable times to insure compliance with the provisions of this article; 6) Pay a dangerous dog permit fee as authorized by the city council and on file with the office of the city secretary; 7) Provide the animal control authority with proof the dog has been sterilized by a licensed veterinarian; and 8) Provide the animal control authority proof that the dog's microchip is registered with a national registry. (e) For the purpose of this section, "sign" shall mean a sign, at least eight (8) inches by twelve (12) inches, of a permanent nature stating "BEWARE OF DANGEROUS DOG" in red lettering on a white background. The lettering shall be no less than two (2) inches in height and made of a reflective material that is visible in low -light situations or at night. The owner of a dangerous dog shall renew the registration at least annually and submit payment of fees as authorized by the city council and on file in the office of the city secretary. (f) The owner shall immediately notify the animal control authority of any change in status of a dangerous dog, including relocation, transfer of ownership, escape, or death. In the event that the dangerous dog is moved to another location within the city, the animal control authority shall inspect the new location to insure compliance with this section. If ownership of the dangerous dog is transferred to another person, that person shall be subject to all requirements of this section. If the dangerous dog is moved to a location outside the incorporated limits of the city, the owner shall inform the control authority of the new location of the dog. The animal control authority shall forward a copy of the magistrate's order of disposition to the local animal control authority of the jurisdiction into which the dog is being moved. (g) A person commits an offense if he knowingly, intentionally, or negligently fails to perform any act required by this section or violates any provision of this section. Each day in which Page 6 330 a person is in violation of this section shall constitute a separate offense under this section. An offense under this section shall be punishable by a fine of not less than two hundred fifty dollars ($250.00) nor more than five hundred dollars ($500.00). (h) Upon notification that a violation of this section has occurred, an animal control officer shall immediately impound the dog and the disposition of the dog shall be determined by a magistrate of the municipal court of the city. (i) If an owner of a dog deemed to be dangerous is unable to comply with the conditions set forth in this section, the owner shall have the dog humanely euthanized by a licensed veterinarian or by releasing the dog to the animal control center. If the dog is humanely euthanized by a licensed veterinarian, the owner shall provide certification from the veterinarian that such humane euthanasia was performed. Sec. 6-39. - Impoundment; Redemption. (a) The owner of a dog impounded under the provisions of this article and subsequently determined to be a dangerous dog shall, prior to the release of the dog from any facility, provide proof to the animal control center that he has complied with all conditions contained in the order of determination and pay all fees as authorized by the city council and on file with the office of the city secretary. (b) If a dog impounded under this article is determined not to be dangerous, the owner shall be notified that the dog is eligible for redemption and the terms of redemption. The owner shall redeem the dog within ninety-six (96) hours after receiving such notice. If the owner fails to redeem the dog within the required period, the dog shall become the property of the city and shall be humanely euthanized by the animal control center. (c) The owner of a dog that is determined to be dangerous under the provisions of this article shall notify the animal control center within ninety-six (96) hours of their intent to redeem the dog. The owner shall comply with all the requirements of the municipal court order and redeem the dog within thirty (30) days after notice that the dog is eligible for redemption. If the owner fails to redeem the dog within the required period, the dog shall become the property of the city and shall be humanely euthanized by the animal control center. The owner shall pay the city impound and holding fees as authorized by the city council and on file with the office of the city secretary. Sec. 6-39.1. - Failure to comply. (a) Any person may make a sworn application to the municipal court that the owner of a dangerous dog has failed to comply with section 6-38(b)or that a dangerous dog has attacked and caused bodily injury to a person or another animal. Upon the filing of a sworn application under this section, the municipal court shall schedule a hearing on the application in accordance with section 6-37. (b) A sworn application under this section must include: 1) Name, address, and telephone number of complainant and other witnesses; 2) Date, time, and location of the incident forming the basis of the report; 3) Description of the dog(s) involved in the incident; Page 7 331 4) Name, address, and telephone number of the dog owner, if known; 5) A statement of facts upon which the application is based; and 6) Any other relevant facts or circumstances. (c) Upon the filing of a sworn application under this section, the municipal court shall order the animal control authority to seize the dangerous dog and shall issue a warrant authorizing the seizure. The animal control authority shall seize the dangerous dog or order its seizure and shall provide for the impoundment of the dangerous dog in secure and humane conditions. The owner may be ordered to pay any cost or fee assessed by the city related to the seizure, acceptance, impoundment, or humane euthanasia of the dangerous dog. The governing body of the city may prescribe the amount of the fees. The dangerous dog shall remain impounded pending an order of disposition from the municipal court. (d) The municipal court shall determine, after notice and a hearing as provided in section 6- 37, whether the owner of a dangerous dog has failed to comply with section 6-38(b) or whether a dangerous dog has attacked and caused bodily injury to a person or another animal. (e) If, after a hearing on an application filed under this section, the municipal court finds that the owner of the dangerous dog has failed to comply with section 6-38(b) or that the dangerous dog has attacked and caused bodily injury to a person or another animal, the municipal court shall order one of the following: the animal control authority to humanely euthanize the dangerous dog; the dangerous dog be permanently removed from the city; or the dangerous dog be returned to the owner upon proof of compliance with all of the requirements of section 6-38(b). No dangerous dog shall be ordered returned to its owner more than one time. The court may also order the owner of the dangerous dog to pay all costs or fees assessed by the city related to the seizure, acceptance, impoundment, and humane euthanasia of the dangerous dog due to the sworn complaint filed under this section. (f) If, after a hearing on an application filed under this section, the municipal court finds that the owner of the dangerous dog has not failed to comply with section 6-38(b) and that the dangerous dog has not attacked and caused bodily injury to a person or another animal, the municipal court shall order that the animal control authority immediately release the dangerous dog to the owner, and the owner shall not be responsible for the costs of seizure or impoundment of the dangerous dog due to the sworn complaint filed under this section. (g) A dangerous dog ordered to be humanely euthanized or permanently removed from the city shall remain impounded until the dangerous dog is humanely euthanized or until the owner reclaims the dangerous dog under section 6-39.1(e). (h) If the owner of a dangerous dog seized due to a sworn application filed under this section cannot be located within 15 days after the seizure and impoundment of the dangerous dog, the dangerous dog shall be considered abandoned and the city shall be deemed the owner of the dangerous dog. The court shall order the humane euthanasia of a dangerous dog abandoned under this section upon application of the animal control authority, without a hearing. Page 8 332 PART B. AGGRESSIVE DOGS Sec.6-39.2. - Aggressive Dog Complaint Process. (a) Filing the complaint of an aggressive dog. To invoke the provisions of this article, a written complaint shall be filed with the animal control authority within ten (10) calendar days of the date an animal was killed or injured, on a form provided by the city which shall give notice of the penalty for the filing or signing of a false complaint as provided in this article. (b) The sworn complaint shall be signed by any person, including an animal control officer. (c) The complaint shall contain the following information: 1) The name, address and telephone number of the owner of animal that was attacked, 2) The facts and circumstances of the incident, including the date, time and location; a description of the dog complained of; and if known, the name, address and telephone number of the owner of the dog complained of, and of any witness; and 3) A statement that the dog complained of, while running at large, made an unprovoked attack on a legally restrained domestic animal or livestock that caused bodily injury in violation of this article. (d) Upon receipt of an aggressive dog complaint, the animal control authority shall immediately initiate an investigation to determine if there is probable cause to believe that the dog which is the subject of the complaint is aggressive. (e) If the investigating animal control officer determines that there exists probable cause to believe that the dog is aggressive, the animal control officer shall request an order of impoundment be issued by the municipal court. (f) The order of impoundment shall include the facts set forth in the complaint, the duty of the owner to immediately impound the dog, and notification of the subsequent aggressive dog hearing. (g) Upon receipt of an order of impoundment, the owner of the subject dog shall immediately impound the dog at the animal control center. (h) If the owner of a dog subject to impoundment refuses or fails to immediately impound the dog as required, an animal control officer may, after obtaining a warrant from a magistrate for the seizure of the dog, impound the dog and transport it to the animal control center. (i) The owner or harborer will bear any and all costs for the impoundment required by this section. 0) Any owner, harborer, or other person having possession of or responsibility for any dog which is subject to an investigation under this article shall immediately notify the animal control center if such dog escapes, becomes or appears to become sick, or dies. In case of death of the dog under investigation, the person shall immediately surrender the carcass to the animal control center for diagnostic purposes. Page 9 333 (k) It shall be unlawful for any person to refuse or fail to impound a dog subject to this article, or harbor, hide or secret a dog subject to this article, for the purpose of preventing its impoundment. (1) It shall be unlawful for any person to transport, or secure the transport, of a dog subject to this article to any location outside the incorporated limits of the city if the person has knowledge that the dog is the subject of an investigation under this article. (m)Nothing in this section shall preclude an animal control officer from immediately impounding a dog that poses an immediate threat to the health and safety of the citizens of the city. See. 6-39.3. - Determination Hearing. (a) The jurisdiction for an aggressive dog determination hearing under this article shall be assigned to the municipal court of the city. (b) The owner of a dog subject to an aggressive dog determination hearing under this article shall be notified, in writing, of the date, time and location of the hearing within five (5) days after the impoundment of the dog. (c) The determination hearing shall be held within ten (10) days after impoundment of the dog. (d) The hearing shall be held before a magistrate of the municipal court of the city. The magistrate shall consider evidence provided by any interested party in making the determination. (e) If the magistrate determines that the dog which is the subject of the hearing made an unprovoked attack in violation of this Article, the magistrate will issue an order as to the disposition of the dog and any conditions that may be placed upon the owner for the continued possession of the dog. (f) Nothing in this section precludes the owner of a dog which is the subject of the hearing from waiving their right to a determination hearing. If a person waives the right to a hearing, the dog will be assumed to be aggressive and the owner shall immediately authorize the humane euthanasia of the dog. The owner shall release the dog to the center for humane euthanasia. (g) If, in accordance with this article, a magistrate determines that a dog is aggressive, the magistrate shall issue an order of disposition for the dog. The magistrate may order the humane euthanasia of the dog or place special conditions on the owner for the continued maintenance of the dog. (h) If, in accordance with this article, a magistrate determines that a dog is not aggressive the dog may be released back to the owner. Sec.6-39.4. - Requirements for Ownership of an Aggressive Dog. (a) After a magistrate has issued an order for the continued ownership of an aggressive dog the owner shall within 30 days: 1) Register the aggressive dog with the animal control authority in compliance with the requirements of section 6-38(d); Page 10 334 2) Restrain the aggressive dog at all times on a leash in the immediate control of a person or in a secure enclosure as defined by section 6-38(c); 3) Post a legible sign at each entrance to the enclosure in which the aggressive dog is confined stating 'BEWARE AGGRESSIVE DOG." 4) When taken outside the secure enclosure, securely muzzle the dog in a manner that will not cause injury to the dog nor interfere with its vision or respiration. The muzzle must prevent the aggressive dog from biting any person or animal; 5) Obtain liability insurance coverage or show financial responsibility in an amount of at least $100,000 to cover damages resulting from an attack by the aggressive dog causing bodily injury to a person or another animal and provide proof of the required liability insurance coverage or financial responsibility to the animal control center; 6) Place and maintain on the aggressive dog a collar or harness with a current aggressive dog registration tag securely attached to it; 7) Microchip the dog and register the dog for its life with a national registry, and present proof of the registration to the animal control center within thirty (30) days or within the timeframe ordered by the magistrate; and 8) Present proof to the animal control center that the dog has been sterilized by a licensed veterinarian within thirty (30) days or within the timeframe ordered by the magistrate. This requirement may be waived by the magistrate if a licensed veterinarian certifies in writing that sterilization would endanger the health of the dog because of a preexisting medical condition. (b) The owner of the aggressive dog shall renew the registration of the aggressive dog with the animal control department annually and pay an annual aggressive dog registration fee of two hundred dollars ($200.00). (c) The owner of an aggressive dog who does not comply with Subsection (a) shall deliver the dog to the animal control center not later than the 30'b day after the dog is determined to be aggressive. Sec. 6-39.5. - Failure to comply (Aggressive Dogs). (a) Any person may make a sworn application to the municipal court that the owner of an aggressive dog has failed to comply with section 6-39.4 or that an aggressive dog has attacked and caused bodily injury to a person or another animal. Upon the filing of a sworn application under this section, the municipal court shall schedule a hearing on the application in accordance with section 6-39.3. (b) A sworn application under this section must include: 1) Name, address, and telephone number of complainant and other witnesses; 2) Date, time, and location of the incident forming the basis of the report; 3) Description of the dog(s) involved in the incident; 4) Name, address, and telephone number of the dog owner, if known; Page 11 335 5) A statement of facts upon which the application is based; and 6) Any other relevant facts or circumstances. (c) Upon the filing of a sworn application under this section, the municipal court shall order the animal control authority to seize the aggressive dog and shall issue a warrant authorizing the seizure. The animal control authority shall seize the aggressive dog or order its seizure and shall provide for the impoundment of the aggressive dog in secure and humane conditions. The owner may be ordered to pay any cost or fee assessed by the city related to the seizure, acceptance, impoundment, or humane euthanasia of the aggressive dog. The governing body of the city may prescribe the amount of the fees. The aggressive dog shall remain impounded pending an order of disposition from the municipal court. (d) The municipal court shall determine, after notice and a hearing as provided in section 6- 39.3, whether the owner of an aggressive dog has failed to comply with section 6-39.4 or whether an aggressive dog has attacked and caused bodily injury to a person or another animal. (e) If, after a hearing on an application filed under this section, the municipal court finds that the owner of the aggressive dog has failed to comply with section 6-39.4 or that the aggressive dog has attacked and caused bodily injury to a person or another animal, the municipal court shall order one of the following: the animal control authority to humanely euthanize the aggressive dog; the aggressive dog be permanently removed from the city; or that the aggressive dog be returned to the owner upon proof of compliance with all of the requirements of section 6-39.4. No aggressive dog shall be ordered returned to its owner more than one time. The court may also order the owner of the aggressive dog to pay all costs or fees assessed by the city related to the seizure, acceptance, impoundment, and humane euthanasia of the aggressive dog due to the sworn complaint filed under this section. (f) If, after a hearing on an application filed under this section, the municipal court finds that the owner of the aggressive dog has not failed to comply with section 6-39.4 and that the aggressive dog has not attacked and caused bodily injury to a person or another animal, the municipal court shall order that the animal control authority immediately release the aggressive dog to the owner, and the owner shall not be responsible for the costs of seizure or impoundment of the aggressive dog due to the sworn complaint filed under this section. (g) An aggressive dog ordered to be humanely euthanized or permanently removed from the city shall remain impounded until the aggressive dog is humanely euthanized or until the owner reclaims the aggressive dog under section 6-39.5(e). (h) If the owner of an aggressive dog seized due to a sworn application filed under this section cannot be located within 15 days after the seizure and impoundment of the aggressive dog, the aggressive dog shall be considered abandoned and the city shall be deemed the owner of the aggressive dog. The court shall order the humane euthanasia of an aggressive dog abandoned under this section upon application of the animal control authority, without a hearing. Page 12 336 Sec. 6-39.6. - Dangerous Dog and Aggressive Dog Registry. The animal control department shall publish a list including identifying information on all dogs determined to be dangerous or aggressive in the city. The list must include the dangerous or aggressive dog's address, description, pictures, microchip number, the owner's name, and any other pertinent information. This list must be publicly available at the animal control center and on the City of Denton website. 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. All provisions of the ordinances of the City of Denton in conflict with the provision of this ordinance are hereby repealed. The repeal of any ordinance or any portion thereof by the preceding text shall not affect or impair any act done or right vested or accrued or any proceeding, suit or prosecution had or commenced in any cause before such repeal shall take effect and such shall remain in force for all intents and purposes as if such ordinance or part thereof so repealed shall remain in force. SECTION 5. Any person violating any provision of this ordinance shall, upon conviction, be found guilty of a misdemeanor and fined a sum of not more than five hundred dollars ($500.00) for each violation. Each day that a provision of this Ordinance is violated shall constitute a separate and distinct offense. SECTION 6. The City Secretary is hereby directed to record and publish the above regulations in the City's Code of Ordinances. SECTION 7. Pursuant to Section 2.09(c) of the Charter for the City of Denton, this ordinance shall become effective fourteen (14) days from the date of this passage and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record Chronicle, the official newspaper of the City of Denton, Texas, within ten (10) days of the date of its passage. The motion to approve this Ordinance was made by and seconded by . This Ordinance was passed and approved by the following vote Page 13 337 Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District l: Brian Beck, District 2: Jesse L. Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2021. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY BY: r i. Page 14 338 I 14P Current Regulations • Sec 6:33 — 39 • Complainant (victim of bite attack) files a written complaint within 30 days of bite • Investigation; determination of probable cause; order of impoundment • Determination hearing • Disposition of dangerous dog • Impoundment; redemption «n Of' DENTON W O August 17, 2021 21-1329 Current Challenges • Limited or unclear definitions • Extensive complaint filing period & limitation on who can file a complaint • Secure enclosure lacks clarity • Consequences for failure to comply with final order absent • No distinction for dog on dog attacks versus dog on human attacks DENTON W j August 17, 2021 21-1329 Research • 15 Cities - were reviewed for ordinance language • 2 Cities — have language consistent to what we were seeking for update. • Town of Flower Mound • City of Dallas DENTON W N August 17, 2021 21-1329 Proposed Changes • Renaming Article II to Dangerous Dog and Aggressive Dog • Clearly defining key terms that are applicable throughout the ordinance • Dangerous Dog • Aggressive Dog • Unprovoked Attack • Bodily Injury • Serious bodily injury • Decreasing timeframe to file a complaint from 30 to 10 days • Remove limitations as to who can file a complaint • Dangerous/Aggressive Dog Registry Map • Map added to website • Outlining consequences for failure to comply • Clearly stating process when owner/dog is not compliant with final legal disposition «n Of' DENTON August 17, 2021 W W 21-1329 U o' 41,IIA-6� DENTON W Questions? Randi Weinberg Animal Services Manager Animal Services August 17, 2021 21-1329 Subpart A - CODE OF ORDINANCES Chapter 6 - ANIMALS ARTICLE II. DANGEROUS ANIMALS ARTICLE 11. DANGEROUS ^ "", .,. 441 DOGS AND AGGRESSIVE DOGS PART A. DANGEROUS DOGS ,Sec. 6-33. Pyrpose and scope. The purpose of this article is to protect the health, safety and general welfare of the city by providing for the disposition of ani�rals-dog determined to be dangerous. (b) The administrative procedures of this article shall apply to any animal -_do to be restrained in accordance with this article which, while running at large or while restrained in a public place, has bitten or attacked a person or, while running at large, has bitten or attacked another animal and for which a complaint has been filed in accordance with this article. ,Sec. 6-34. Filing the comnElaint. La) To invoke the provisions of this article, a written complaint shall be filed with the animal control center within •'t=om 'erten Ll0 calendar days of the date the person was attacked or bitten, on a form provided by the city which shall give notice of the penalty for the filing or signing of a false complaint as provided in this article. (b) The sworn complaint shall be signed by any person, including an Animal Services Officer, that the dog has made an unprovoked attack, on a person that causes bodily injurv. the . If the person regxired-seekin>~ to sign the complaint is a minor or is incapacitated the complaint shall be signed by the persons parent, guardian or legal representative. (c) The complaint shall contain the following information: (1) The name, address and telephone number of the person attacked or bitten; or *' ^^ ^Fate .. al ..44....kemd ..« bitt .... (2) The facts and circumstances of the incident, including the date, time and location; a description of the animal do of; and if known, the name, address and telephone number of the owner of the animal doe complained of, and of any witness; and (3) A statement that theanirnal diolcomplained of, while running at large or while restrained in a public place, made an unprovoked attack on a person or animal dog in violation of this article. Denton, Texas, Code of Ordinances (Supp. No. 32, Update 2) Page 1 of 12 Created: 2021-0]-0] 13:33:42 [EST] Formatted: Font: (Default) Times New Roman Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt 345 ,Sec. 6-35. Malting a false complaint. Formatted: Font: (Default) Times New Roman Lt shall be unlawful for anY1eison to file or sin the written complaint ree uiied by this Formatted: Font: (Default) Times New Roman, l2 pt ordinance when the person knows that the complaint contains false information. Stec. 6-36=. Investigation determinatien-Determination of PProbable Ceause; Oerder of Formatted: Font: (Default) Times New Roman Iimpoundment. .(a) Upon receipt of a dangerous anilital-doy compaaint, the animal control center shall Formatted: Font: (Default) Times New Roman, 12 pt immediately initiate an investigation to determine if there is probable cause to believe that the animal-do&which is the subject of the complaint is dangerous. (b) If the investigating animal control officer determines that there exists probable cause to believe the aftim.0-dol is dangerous, the animal eextrehservices officer shall request an order of impoundment be issued by the municipal court. (c) The order of impoundment shall include the facts set forth in the complaint, the duty of the owner to immediately impound the animaklo , and notification of the subsequent dangerous anima -deo _hearing. (d) Upon receipt of an order of impoundment, the owner of the subject animal-do&shall immediately impound the anim iio _at the animal control center or a lieensea vetefinary (e) If the owner of an affiwd-dsubject to impoundment refuses or fails to immediately impound the aflimal-do&as required, an animal eentfe4services officer may obtain a warrant from a magistrate, seize the animaldog, and transport it to the animal control center. (f) The owner or harborer will bear any and all costs for the impoundment required by this section. (g) Any owner, harborer, or other person having possession of or responsibility for any animal doowhich is subject to an investigation under this article shall immediately notify the animal control center if such an4aa4-dog_escapes,or becomes or appears to become sick, or dies. In case of death of the animal under investigation, the person shall immediately surrender the carcass to the animal animal _control center for diagnostic purposes. (h) It shall be unlawful for any person to refuse or fail to impound an animal-dog_subject to this article, or harbor, hide or secret ananimala dog subject to this article, for the purpose of preventing its impoundment. (i) It shall be unlawful for any person to transport, or secure the transport, of apt--affimal"do subject to this article to any location outside the incorporated limits of the city if the person has knowledge that the animakdo�is the subject of an investigation under this article. (j) Nothing in this section shall preclude an animal eentrel-services officer from immediately impounding an -a aximaldog that poses an immediate threat to the health and safety of the citizens of the city. (Supp. No. 32, Update 2) Page 2 of 12 Created: 2021-07-07 13:33:42 [EST] Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt 346 Stec. 6-37. Determination hear. Formatted: Font: (Default) Times New Roman ,Oa The jurisdiction for a dangerous afri�l-do&determination hearin&under this article shall be Formatted: Font: (Default) Times New Roman, 12 pt assigned to the municipal court of the city. (b) The owner of afl-affimala dog subject to a dangerous animal-do&determination hearing under this article shall be notified, in writing, of the date, time and location of the hearing within five (5) days after the impoundment of the affiffialdog. (c) The determination hearing shall be held within ten (10) days after impoundment of the aa4nalddog. (d) The hearing shall be held before a magistrate of the municipal court of the city. The magistrate shall consider evidence provided by any interested party in making his --their determination. (e) If the magistrate determines that the animal dop which is the subject of the hearing is a danger to the community, the magistrate will issue an order as to the disposition of the anifna4-dog-and any conditions that may be placed upon the owner for the continued possession of the a*iffWdog. (f) Nothing in this section precludes the owner of an -animal a dog which is the subject of the hearing from waiving his right to a determination hearing. If a person waives the right to a hearing, the animal --do 1 -will be assumed to be dangerous and the owner shall immediately authorize the destruction of the aninialdog by the animal control center. Tfthe4nwAa is shall have the animal destfoyed by a lieensed veter-inarian immediately and provi do nt.mtion of the dest.-mmetion to the animal control ,. «to« (QFd Pie 2000 ncn f. 1 12 19 nn) ,Sec. 6-38. Disposition of a dangerous animal _g. . (a) Jf, in accordance with this article, a maBistrate determines that �a d� dangerous, the magistrate shall issue an order of disposition for the animalddoo . The magistrate may order the destruction of the animal -door place special conditions on the owner for the continued maintenance of the dog. (b) If an order of disposition contains special conditions, such conditions shall include, but not be limited to, a requirement that the owner: (1) Register the animal -dog as a dangerous animal with the animal control authority for the area in which the anirrral-dog is kept; (2) Restrain the anirnal-dog_at all times in a secure enclosure when the owner or harborer is not present; (Supp. No. 32, Update 2) Page 3 of 12 Created: 2021-07-07 13:33:42 [EST] Formatted: Font: (Default) Times New Roman Formatted: Font: (Default) Times New Roman, 12 pt 347 (3) Display signs of a permanent nature at the property lines located on the front and rear of the property and on the secure enclosure of the anifnaldog; (4) Obtain liability insurance coverage or show financial responsibility in an amount of at least one hundred thousand dollars ($100,000.00) to cover damages resulting from an attack by the dangerous aadog-causing bodily injury to a person or another animal and provide proof of the required liability insurance coverage or financial responsibility to the animal control centers Formatted: Font: (Default) Times New Roman, 12 pt (5) Microchip the an dog_and register the aximal-dog_for its life with a national registry, and present proof of the registration to animal control within thirty (30) days or within the timeframe ordered by the magistrate; and (6) Present proof to animal control that the anim, diog-has been sterilized by a licensed veterinarian within thirty (30) days or within the timeframe ordered by the magistrate. This requirement may be waived by the magistrate if a licensed veterinarian certifies in writing that sterilization would endanger the health of the dog because of a preexisting medical condition. (c) For the purposes of this section, "secure enclosure" means and must comply with the following requirements4 1) A dwelling may serve as a secure enclosure under this division, in cases where the attack did not result in a serious bodily injury or death to a person or domestic animal, and subject to approval of Animal Services. If a dwelling is the secure enclosure under this division, all entries to the dwelling, including doors and garage doors, must have a sign posted in a conspicuous location warning of the presence of the dangerous dog, and the front door or the dwelling must be locked at all times, except when in use for entering or exiting the dwelling. attached to the sides er- with the sides embedded no less than twelve (12) inehes ii eenerete ber-der- sii:ffeuading the base ef the enelesufe. The eenerete border- shall be no less than feur (4) inehes wide and no eleser than six (6) feet to any property line. An enelosure shall be adequately li&ed and ven4ilated and mast be maintained in a elean and sanit verify the enclosure is in eomplianex--, iffit—h th,--, order- issued by the magistrate before the dog is :store,] ...:th the, n mnl n n liepaA. ePA 2.) If a secure enclosure is separate from a dwelling, all entrances to the secure enclosure must be locked with a padlock at all times, except in use to enter or exit the secure enclosure. The secure enclosure must be capable of preventing the escape, released, or protrusion of any_part of the body of the dog. The enclosure shall have secure sides and a floor either attached to the sides of with the sides embedded no less than twelve (12) inches in a concrete border surrounding the base of the enclosure. The concrete border shall be no less than four (4) inches wide and no closer than six (6) feet to any property line. An enclosure shall be adequately lighted and ventilated an must be maintained in a clean and sanitary condition. Such enclosure must be inspected an approved by animal services (Supp. No. 32, Update 2) Page 4 of 12 Created: 2021-07-07 13:33:42 [EST] Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Indent: First line: 0" Formatted: Font: (Default) Times New Roman, 12 pt 348 department to verity the enclosure is in compliance with the order issued by the magistrate before the do 1g �s registered with the animal services department. 3) When taken outside the secure enclosure the dog must be secured by a leash no longer Formatted: Font: (Default) Times New Roman, 12 pt than four (4) feet in length, held by a person of sufficient strength to restrain the animal and muzzled in a manner that will not cause injury to the dog not interfere with its vision or respiration. The muzzle must prevent the dangerous dog from biting another person. (d) For- the purposes of this seetien, "en a leash" means seeufed on the owner2s prepefty by - leash me longer than fe� (4) feet in length, held by a pefsen of suffieient stfength to festr-ain the animal, and fauzzled by a ffitizzling deviee stiffieient to prevent the animal ffem biting any person ef any ethef animal. (de) For the purposes of this section, "register" means to: (1) Provide the animal control center with the name, address and telephone number of the person owning or harboring a dangerous anirnaldog; (2) Provide the animal control eenter authority with the following information regarding the dangerous dog: the name, the,general descrtptton of the dog and two-color photographs of the dog one depicter a frontal view and one depicting a side view�i_q_\ the danger-ous animal; (3) Provide the animal control center with a valid rabies vaccination certificate issued for the dangerous animakdog-by a licensed veterinarian; (4) Provide a copy of a current liability insurance policy as prescribed by subsection (b)(34) of this section; (5) Agree to inspections by animal control officers of the dangerous anirnakdog_and the premises on which the dangerous a1al-dosis kept at any reasonable times to insure compliance with the provisions of this article; (6) Pay a dangerous anirnal-doLpermit fee as authorized by the city council and on file in with the office of the city secretary (7) Provide the animal control center with proof the anirnal-dog_has been sterilized by a licensed veterinarian; and (8) Provide the animal control center proof that the animaFs ao's microchip is registered with a national registry. (€e) For the purpose of this section, "signs" shall mean a sign, at least eight (8) inches by twelve (12) inches, of a permanent nature stating 'BEWARE OF DANGEROUS ANIMAL" in red lettering on a white background. The lettering shall be no less than two (2) inches in height and made of a reflective material that is visible in low -light situations or at night. The owner of a dangerous animal shall renew the registration at least annually and submit payment of fees as authorized by the city council and on file in the office of the city secretary. ( The owner shall immediately notify the animal control center of any change in status of a dangerous aninialdog, including relocation, transfer of ownership, escape, or death. In the event that the dangerous aairnal-dog is moved to another location within the city, the animal (Supp. No. 32, Update 2) Page 5 of 12 Created: 2021-07-07 13:33:42 [EST] Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt 349 control center shall inspect the new location to insure compliance with this section. If ownership of the dangerous anim dosis transferred to another person, that person shall be subject to all requirements of this section. If the dangerous anirnal-doy is moved to a location outside the incorporated limits of the city, the owner shall inform the animal control center of the new location of the anir"dog. The animal control center shall forward a copy of the magistrate's order of disposition to the local animal control authority of the jurisdiction into which the animal -dog is being moved. (hg) A person commits an offense if he knowingly, intentionally, or negligently fails to perform any act required by this section or violates any provision of this section. Each day in which Formatted: Font: (Default) Times New Roman, 12 pt a person is in violation of this section shall constitute a separate offense under this section. An offense under this section shall be punishable by a fine of not less than two hundred fifty dollars ($250.00) nor more than five hundred dollars ($500.00). (hi) Upon notification that a violation of this section has occurred, an animal control officer shall immediately impound the anilnakdoand the disposition of the animal do&shall be determined by a magistrate of the municipal court of the city. (}i) If an owner of an-animala doe deemed to be dangerous is unable to comply with the conditions set forth in this section, the owner shall havethe ani althe doe humanely destroyed by a licensed veterinarian or by releasing the animal-do&to the animal control center. If the anirnal7dol-is destroyed by a licensed veterinarian, the owner shall provide certification from the veterinarian that such destruction was performed. ,Sec. 6-39. Impoundment; Rredemption. .� The owner- of an animal impetinded a4 the animal eentrel eenter- tinder the provisions of this absequently deteFinined not to be a dangerous animal under the provision-; A this artiele may redeem the animal by eemplying with the provisions of seetion 6 17, of this of the eit y n r-eter., (ah) The owner of an animal-damimpounded under the provisions of this article and subsequently determined to be a dangerous anim4 doe shall, prior to the release of the a*iw,a4-dog_from any facility, provide proof to the affirnal doe control center that he has complied with all conditions contained in the order of determination and pay all fees as authorized by the city council and on file with i t the office of the city secretary. _ (be) If an-ai ftj a a dog impounded under this article is determined not to be dangerous, the owner shall be notified that the anginal ddoe is eligible for redemption and the terms of redemption. The owner shall redeem the animal lio -within ninety-six (96) hours after receiving such notice. If the owner fails to redeem the anim li -within the required period, the animal dog shall become the property of the city and shall be euthanized by the animal control center. (_d) The owner of an anin doy that is determined to be dangerous under the provisions of this article shall notify the animal control center within ninety-six (96) hours of their intent to (Supp. No. 32, Update 2) Page 6 of 12 Created: 2021-07-07 13:33:42 [EST] Formatted: Font: (Default) Times New Roman Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt 350 redeem the anif"ddo . The owner shall comply with all the requirements of the municipal court order and redeem the animakdo&within thirty 30) des after notice that the an final Formatted: Font: (Default) rimes New Roman, 12 pt dosis eligible for redemption. If the owner fails to redeem the anla�do&within the required period, the anima)-doyshall become the property of the city and shall be euthanized by the animal control center. The owner shall pay the city impound and holding fees as authorized by the city council and on file in the office of the city secretary. Sec. 6-39.1. - Failure to comely. (a) Any person may make a sworn application to the municipal court that the owner of a dangerous dog or dangerous animal has failed to comply with section 6-38(b)or that a dangerous dog or dangerous animal has attacked and caused bodily injury to a person or another animal. Upon the filing of a sworn application under this section, the municipal court shall schedule a hearing on the application in accordance with section 6-37. (b) A swom application under this section must include: 1) Name, address, and telephone number of complainant and other witnesses-, 2) Date, time, and location of the incident forming the basis of the report; 3) Description of the animal(s) involved in the incident, 4) Name, address, and telephone number of the animal owner, if known; 5) A statement of facts upon which the application is based, 6) Any other relevant facts or circumstances (c) Upon the filing of a sworn application under this section, the municipal court shall order the animal control authority to seize the dangerous dog and shall issue a warrant authorizing the seizure. The animal control authority shall seize the dangerous dog or order its seizure and shall provide for the impoundment of the dangerous dog in secure and humane conditions. The owner may be ordered to pay any cost or fee assessed by the city related to the seizure, acceptance, impoundment, or destruction of the dangerous dog or dangerous animal. The governing body of the city may prescribe the amount of the fees. The dangerous dog shall remain impounded pending an order of disposition from the municipal court. (d) The municipal court shall determine, after notice and a hearing as provided in section 6- 37, whether the owner of a dangerous dog has failed to comply with section 6-38(b) or whether a dangerous dog has attacked and caused bodily injury to a person or another animal. (e) I£ after a hearing on an application filed under this section, the municipal court finds that the owner of the dangerous dog has failed to comply with section 6-38(b) or that the dangerous dog has attacked and caused bodily injury to a person or another animal, the municipal court shall order one of the following: the animal control authority to humanely destroy the dangerous dog; the dangerous dog be permanently removed from (Supp. No. 32, Update 2) Page 7 of 12 Created: 2021-07-07 13:33:42 [EST] 351 the city; or the dangerous dog be returned to the owner upon proof of compliance with all of the requirements of section 6-38(b). No dangerous dog shall be ordered returned to its owner more than one time. The court may also order the owner of the dangerous dog to pay all costs or fees assessed by the city related to the seizure, acceptance, impoundment, and destruction of the dangerous dog due to the sworn complaint filed under this section. (fl If, after a hearing on an application filed under this section, the municipal court finds that the owner of the dangerous dog has not failed to comply with section 6-38(b) and that the dangerous dog has not attacked and caused bodily injury to a person or another animal, the municipal court shall order that the animal control authority immediately release the dangerous dog to the owner, and the owner shall not be responsible for the costs of seizure or impoundment of the dangerous doe due to the sworn complaint filed under this section. (g) A dangerous dog ordered to be humanely destroyedpermanently removed from the city shall remain impounded until the dangerous dog is humanely destroyed or until the owner reclaims the dangerous dog animal under section. (h) If the owner of a dangerous dog seized due to a sworn application filed under this section cannot be located within fifteen (15) days after the seizure and impoundment of the dangerous dog, the dangerous dog shall be considered abandoned and the city shall be deemed the owner of the dangerous dog. The court shall order the humane destruction of a dangerous dog abandoned under this section upon application of the animal control authority, without a hearing. PART B. AGGRESSIVE DOGS Sec.6-39.2. - Aggressive Dog Complaint Process. (a) Filing the complaint of an aggressive dog. To invoke the provisions of this article, a written complaint shall be filed with the animal control center within ten (10) calendar days of the date an animal was killed or injured, on a form provided by the city which shall give notice of the penalty for the filing or signing of a false complaint as provided in this article. (b) The sworn complaint shall be signed by any_person, including an animal services officer. (c) The complaint shall contain the following information: 1) The name, address and telephone number of the owner of animal that was attacked, 2) The facts and circumstances of the incident, including the date, time and location; a description of the dog complained of, and if known, the name, address and telephone number of the owner of the dog complained of, and of any witness; and (Supp. No. 32, Update 2) Page 8 of 12 Created: 2021-07-07 13:33:42 [EST] 352 3) A statement that the dog complained of, while runningat t large, made an unprovoked attack on legally restrained domestic animal or livestock that caused bodily injury in violation of this article. (d) Upon receipt of an aggressive dog complaint, the animal control center shall immediately initiate an investigation to determine if there is probable cause to believe that the dog which is the subject of the complaint is aggressive. (e) If the investigation animal control officer determines that there exists probable cause to believe that the dog is aggressive, the animal control officer shall request an order of impoundment be issued by the municipal court. (fl The order of impoundment shall include the facts set forth in the complaint, the duty of the owner to immediately impound the dog, and notification of the subsequent aggressive dog hearing. (a) Upon receipt of an order of impoundment, the owner of the subject dog shall immediately impound the dog at the animal control center. (h) If the owner of a dog subject to impoundment refuses or fails to immediately impound the dog as required, an animal services officer may after obtaining a warrant from a magistrate for the seizure of the dog, impound the dog and transport it to the animal control center. (i) The owner or harborer will bear any and all costs for the impoundment required by this section. (l) Any owner, harborer, or other person having possession of or responsibility for any dog which is subject to an investigation under this article shall immediately notify the animal control center if such dog escapes, becomes or appears to become sick or dies. In case of death of the dog under investigation, the person shall immediately surrender the carcass to the animal control center for diagnostic purposes. (k) It shall be unlawful for any person to refuse or fail to impound a dog subject to this article, or harbor, hide or secret a dog subject to this article, for the purpose of preventing its impoundment. (1) It shall be unlawful for any person to transport, or secure the transport, of a dog subject to this article to any location outside the incorporated limits of the city if the person has knowledge that the dog is the subject of an investigation under this article. (m)Nothing in this section shall preclude an animal services officer from immediately impounding a dog that poses an immediate threat to the health and safety of the citizens of the city. Sec. 6-39.3. - Determination Hearing. (a) The jurisdiction for an aggressive dog determination hearing under this article shall be assigned to the municipal court of the city. (Supp. No. 32, Update 2) Page 9 of 12 Created: 2021-07-07 13:33:42 [EST] 353 required liability insurance coverage or financial responsibility to the animal services department; 6) Place and maintain on the aggressive dog a collar or harness with a current aggressive dog registration tag securely attached to it; 7) Microchip the do and nd register the dog for its life with a national re ig_s , and present proof of the registration to the animal control center within thirty (30) days or within the timeframe ordered by the magistrate; and 8) Present proof to the animal control center that the dog has been sterilized by a licensed veterinarian within thirty (30) days or within the timeframe ordered by the magistrate. This requirement may be waived by the magistrate if a licensed veterinarian certifies in writing that sterilization would endanger the health of the dog because of a preexisting medical condition. (b) The owner of the aggressive dog shall renew the registration of the aggressive dog with the animal services department annually and pav an annual aggressive dog registration fee of two hundred dollars (5200.00). (c) The owner of an aggressive dog who does not comply with Subsection (a) shall deliver the dog to the animal control center not later than the 30th day after the dog is determined to be aggressive. Sec. 6-39.5. - Failure to comply (Aggressive Dogs). (a) An person may make a sworn application to the municipal court that the owner of an aggressive dog has failed to comply with section 6-39.4 or that an aggressive dog has attacked and caused bodily injury to a person or another animal. Upon the filing of a sworn application under this section. the municipal court shall schedule a hearing on the application in accordance with section 6-39.3 (b) A sworn application under this section must include: 1) Name, address, and telephone number of complainant and other witnesses; 2) Date, time, and location of the incident forming the basis of the report; 3 Description of the dog(s) involved in the incident; 4) Name, address, and telephone number of the doe owner, if known; 5) A statement of facts upon which the application is based; 6Ly other relevant facts or circumstances-, and (c) Upon the filing of a sworn application under this section, the municipal court shall order the animal control authority to seize the aggressive dog and shall issue a warrant authorizing the seizure. The animal control authority shall seize the aggressive dog or order its seizure and shall provide for the impoundment of the aggressive dog in secure and humane conditions. The owner may be ordered to pay any cost or fee assessed by the city related to the seizure, acceptance, impoundment, or destruction of the aggressive dog. The governing body of the city may prescribe the amount of the fees. The (Supp. No. 32, Update 2) Page 11 of 12 Created: 2021-07-07 13:33:42 [EST] 355 aggressive dog shall remain impounded pending an order of disposition from the municipal court. (d) The municipal court shall determine, after notice and a hearing as provided in section 6- 39.3, whether the owner of an aggressive dogs has failed to comply with section 6-39.4 or whether an aggressive dog has attacked and caused bodily injury to a person or another animal. (e) If, after a hearing on an application filed under this section, the municipal court finds that the owner of the aggressive dog has failed to comply with section 6-39.4 or that the aggressive dog has attacked and caused bodily injury to a person or another animal, the municipal court shall order one of the following: the animal control authority to humanely destroy the aggressive dog the aggressive dog be permanently removed from the city; or that the aggressive dog be returned to the owner upon proof of compliance with all of the requirements of section 6-39.4. No aggressive dog shall be ordered returned to its owner more than one time. The court may also order the owner of the aggressive dog to pay all costs or fees assessed by the city related to the seizure, acceptance, impoundment, and destruction of the aggressive dog to the sworn complaint filed under this section. (f) I£ after a hearing on an application filed under this section, the municipal court finds that the owner of the aggressive do¢ has not failed to comply with section 6-39.4 and that the aggressive dog has not attacked and caused bodily injury to a person or another animal, the municipal court shall order that the animal control authority immediately release the aggressive dog to the owner, and the owner shall not be responsible for the costs of seizure or impoundment of the aggressive dogs due to the sworn complaint filed under this section. (g) An aggressive dog ordered to be humanely destroyed or permanently removed from the city shall remain impounded until the aggressive dog is humanely destroyed or until the owner reclaims the aggressive dog under section 6-39.5(e). (h) If the owner of an aggressive dogs seized due to a sworn application filed under this section cannot be located within fifteen (15) days after the seizure and impoundment of the aggressive dog the aggressive do,g shall be considered abandoned and the city shall be deemed the owner of the aggressive dog. The court shall order the humane destruction of an aggressive dog abandoned under this section upon application of the animal control authority, without a hearing. Sec. 6-39.6. - Dangerous Dog/Aggressive Dog Registry. The animal services department shall publish a list including1'dentifying information on all dogs determined to be dangerous or aggressive in the city. The list must include the dangerous or aggressive dog's address, description, pictures, microchip number, the owner's name, and any other pertinent information. This list must be publicly available at the Denton Animal Services Facility and on the animal services website. (Supp. No. 32, Update 2) Page 12 of 12 Created: 2021-07-07 13:33:42 [EST] 356 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 , %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 21-1328, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a renewal letter to extend the agreement between the City of Denton and the Denton Chamber of Commerce regarding an economic development program for Fiscal Year 2021-2022; authorizing the expenditure of funds; and providing an effective date. The Economic Development Partnership Board recommends approval (8-0). City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 357 DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Economic Development ACM/CFO: David Gaines DATE: August 17, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a renewal letter to extend the agreement between the City of Denton and the Denton Chamber of Commerce regarding an economic development program for Fiscal Year 2021-2022; authorizing the expenditure of funds; and providing an effective date. The Economic Development Partnership Board recommends approval (8-0). BACKGROUND The City Council and the Denton Chamber of Commerce first entered into an economic development partnership agreement in 1986. Through an economic development program agreement, the City provided funds for the administration and operation budget of the Chamber of Commerce's Office of Economic Development, which includes: • Prospect generation activities; • Marketing activities, i.e. trade shows, publishing/printing, website(s) administration, marketing materials; and • Small Business Development Center support. Over the past few years, the agreement between the City and the Chamber included specific goals, deliverables, and metrics for the Chamber's Office of Economic Development, along with enhanced clauses regarding financial reporting, insurance requirements, and indemnity. In FY 2019-20, the City and Chamber approved a new format to the agreement, that allowed for the incorporation of a work plan and more details related to the ongoing division of responsibilities and reporting requirements. FY2020-2021 Agreement From November 2019 to February 2021, the City engaged with TIP Strategies to develop an Economic Development Strategic Plan. As the Strategic Plan was nearing completion in 2020, the City and Chamber teams met and focused on using the plan as the guidepost for the development of strategies, goals, and work plans for an updated agreement. As such, the FY 2020-21 economic development agreement focused on: • Resetting expectations, evaluating the relationship, and development of a functional partnership with shared goals, objectives, and collaborative working structures. • Increasing and improving communication between the agencies and removing barriers to success. • Fostering a sense of trust, transparency, and openness. • Developing a shared understanding of the division of duties and responsibilities. With that framework in mind, City and Chamber staff developed a matrix of responsibilities that outlined five responsibility areas and created a work plan that aligned with the Economic Development Strategic Plan, readjusted the reporting requirements to match the new structures, established an outcome -oriented approach 358 to contract compliance, increased new meeting requirements, and reduced the City's financial contribution while increasing the private fundraising goal. A summary interim report that details the work plan, successes, and ongoing implementation is attached as Exhibit 3. As approved, the agreement was for one year, with a possible one-year extension. On July 15, 2021, the City received a letter (Exhibit 2) from the Chamber of Commerce President requesting the one-year extension be approved. This agenda item is to consider authorizing the City Manager to execute a letter to agree to the one- year extension. RECOMMENDATION As approved, the agreement was for one year, with a possible one-year additional term. Staff recommends approval of the one-year additional term. PRIOR ACTION/REVIEW (Council, Boards, Commissions) August 18, 2020 — The City Council discussed the proposed agreement during the Aug. 18, 2020 work session and provided direction to move forward with the agreement and work plan as drafted. September 9, 2020 — The Economic Development Partnership Board recommended approval of the Economic Development Partnership agreement with the Chamber of Commerce. September 15, 2020 — The City Council approved the Economic Development Partnership agreement with the Chamber of Commerce. April 13, 2021— The City and Chamber provided a mid -year report to City Council regarding the progress and activities of the Denton Economic Development Partnership. August 11, 2021— The Economic Development Partnership Board reviewed the request to renew the partnership and recommended approval (8-0). EXHIBITS 1. Agenda Information Sheet 2. Chamber Request to Renew Letter 3. Partnership Interim Annual Report 4. Ordinance and Letter 5. Presentation Respectfully Submitted, Jessica Rogers Director of Economic Development 359 0�� DEVFZOA DENTON d,� CHAMBER of COMMERCE A�Q ARrNERS" 401 N. Elm Street, Denton, TX 76201 July 15, 2021 Jessica Rogers Director of Economic Development City of Denton 401 N Elm Street Denton, TX 76201 Dear Jessica, Pursuant to Ordinance 20-1634, passed by the Denton City Council on September 15, 2020, the Denton Chamber of Commerce and Denton Economic Development Partnership formally request the option to renew the Economic Development Program Agreement Between the City of Denton and The Denton Chamber of Commerce for another one year term beginning October 1, 2021 and running through September 30, 2022 be exercised by the City of Denton. During said renewal period, the Chamber requests no changes of any kind be made to the current agreement. This agreement calls for the City of Denton to contribute $125,000 annually, divided into two equal payments of $62,500 to support the Economic Development Partnership. It also requires the Denton Chamber and Economic Development Partnership raise an additional $125,000 in private funds that together will encompass the entire Partnership's annual budget. We also request that all references to 2021 also apply to the same schedule in 2022 to effectuate the renewal. Please let us know if we can answer any questions or provide additional information. We look forward to continuing the positive momentum established over the last year. Best regards, Erin Carter, IOM President Denton Chamber of Commerce (940) 382-9693 erin@denton-chamber.or� 1 ALIT I AA 'A 10 )7WA Economic Development Partnership Agreement *Interim Annual ReN,.rt FY 2020-2021 Prepared by: City of Denton Economic Development Denton Economic Development Partnership 'Interim report prepared as of July 31, 2021 for presentation to City Council. Will be updated after Oct. 1, 2021. I � ✓ ! fV0 ►� P r til 17 ,% A r� THIS PAGE INTENTIONALLY LEFT BLANK 362 Denton Economic Development Partnership — Annual Report TABLE OF CONTENTS Letter from the DEDP Vice President of Economic Development and City's Director of Economic Development....................................................................................................4 Background& History...........................................................................................5 ResponsibilityMatrix...........................................................................................6 CONTRACT PERFORMANCE REPORTS FOCUS AREA 1: RELATIONSHIP BUILDING..................................................................8 FOCUS AREA 2: MARKETING................................................................................12 FOCUS AREA 3: BUSINESS RECRUITMENT & ATTRACTION...............................................16 FOCUS AREA 4: BUSINESS TO BUSINESS NETWORKING................................................24 FOCUS AREA 5: BUSINESS TRAINING & EDUCATION....................................................25 PRIVATE INVESTMENT REPORT...........................................................................26 PROPOSED FY 2021-2022 BUDGET........................................................................27 3 363 Denton Economic Development Partnership — Annual Report Economic Development Stakeholders: We are proud to present this Annual Report to recap our successes in economic development. Economic Development is truly a team sport, and without the support of the City of Denton, Denton Chamber of Commerce, business community, non -profits, educational institutions, and many other partners, our continued success would not be possible. D E LI The past year has provided us numerous opportunities to celebrate _ our hard work, including the passage of the new Economic Development Strategic Plan. This document is a roadmap for U -71 future economic development operations and programs and will guide business attraction, retention, marketing, social media and websites, business workforce development, green initiatives, and D ; more for years to come. A 44 In addition to the Strategic Plan, we are celebrating successes in R ?. Pq E R our business attraction efforts as well. This fiscal year, the DEDP have assisted Lowes in locating a new distribution facility in Denton, worked with Ranchland Foods to relocate their corporate headquarters and third -party logistics business from Arizona, recruited Cold Creek Solutions to construct a new cold storage facility, and assisted DynaGrid Construction Group in relocating their corporate headquarters and construction business and adding jobs. We also have several other projects that are poised to be completed in the next few months. Business retention is another high priority area for our efforts. Having existing local businesses choose to make additional investments in Denton speaks to the strengths of our community and local economy. In addition to scheduling numerous meetings with local businesses, we provided outreach and support during the COVID-19 pandemic and Winter Storm Uri. We were also able to assist a local business, Elite Materials and Logistics Services, consolidate and expand their footprint in Denton by leasing a 400,000 square feet facility. We're also working with several other businesses looking to expand and grow in Denton. With so much activity going on, it's not surprising that the theme of our year has been partnerships. We've recently co -located the City and Chamber economic development offices at the new Development Service Center, leading the way to more direct engagement and coordination among the Denton team. We've initiated monthly meetings that include Stoke Denton and the Denton Main Street Association to ensure that we're coordinating with our other key partners in Denton's economic development efforts. Lastly, we've integrated our operating and strategic reports to ensure that our focus is on building a better Denton for our business community. Thanks again for your continued support of Economic Development in Denton. Sincerely, Cory Lacy Vice President Denton Economic Development Partnership 4 Jessica Rogers Director of Economic Development City of Denton 364 Denton Economic Development Partnership — Annual Report BACKGROUND & HISTORY To remain competitive and keep up with the ever-changing business climate, the City of Denton and the Denton Chamber of Commerce joined forces in 1987 to establish the Denton Economic Development Partnership. The Chamber takes the lead on all advertising and marketing, business recruitment and attraction, investor relations, and managing relationships with brokers, developers, and site selectors. The City serves as a liaison to the City Council, and the Economic Development Partnership Board, manages all incentive negotiations and compliance activities, quarterly and annual reporting, strategic plan implementation, business retention and expansion, and downtown programs, and key partnerships. Working together as one united team, we create and implement programs and initiatives that address the needs of our expanding community. The mission of the Denton Economic Development Partnership is to proactively promote an environment in Denton to encourage commercial and industrial development by expanding and diversifying the tax base, creating jobs, and improving the quality of life. The Economic Development Partnership Board was created in 2003 to oversee the activities of the Partnership's economic development efforts. This came as a recommendation from a national consulting firm as a part of a plan to focus on a new direction for Denton. The Partnership is funded through an annual agreement between the City of Denton and the Denton Chamber of Commerce and through private investment. The private investment funds are raised contributed by dedicated citizens, the business community, and other stakeholders whose involvement is vital to the success of the Partnership. In 2020, amidst the COVID-19 pandemic, the City and Chamber came together to develop a new partnership model, based on the implementation of the 2020 Economic Development Strategic Plan and achievement of key outcomes. During this year, the City and Chamber co -located into the Development Service Center, further enhancing the ability to provide comprehensive economic development services and allowing innovation and collaboration among the organizations performing the primary economic development functions. 5 365 Denton Economic Development Partnership — Annual Report RESPONSIBILITY MATRIX The City of Denton and the Denton Chamber of Commerce Office of Economic Development collaborate and support one another to fulfill the mission of the Denton Economic Development Partnership. Duties are divided among the entities and staff members to ensure leadership and accountability, but each entity supports the other in their efforts. City Primary Chamber Primary Incentive negotiation, policy, and administration Relationship building with developers, brokers, local industry, and businesses Development districts Business Recruitment & Attraction Fiscal & Economic Impact Analysis Business to Business Networking Labor and Data Analytics Private Investor Relations Business Community Engagement in City Initiatives Small Business Development Center Joint — City Led Joint — Chamber Led Business Retention & Expansion Marketing Technical & Advisory Support Business Training & Education Cooperative Efforts Strategic Plan Implementation Workforce & Talent Development Community Engagement Small Business & Entrepreneurship Regional Coordination & Partnerships M 366 Denton Economic Development Partnership — Annual Report CONTRACT PERFORMANCE REPORTS 367 Denton Economic Development Partnership — Annual Report FOCUS AREA 1: RELATIONSHIP BUILDING WITH DEVELOPERS, BROKERS, LOCAL INDUSTRY AND BUSINESSES Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2A. Connected Denton Strategy 2A.2 Attract New Investment Strategic Plan Identified Tasks 2A.2.1 Cultivate relationships with real estate brokers and site selectors. 2A.2.2 Create a centralized lead tracking system for Denton 2A.2.3 Engage with regional economic development organizations, industry groups, and professional networks in the DFW Metroplex FY 20-21 Work Plan Items: • City and Chamber co -host annual developer and builder's forum. • Develop materials (brochures, fliers, data sets, etc.) specific to developers, including commercial, industrial, and mixed-use developers. • Hold meetings with DFW developers to discuss potential sites in Denton. • Seek out developers in DFW that are already working on desirable projects (e.g. high density urban development, spec office space, creative infill development). • Track interactions with developers in shared systems and report on interactions. • Purchase of and transition to a new shared CRM system (City -supported) in which all leads should be documented and tracked in one shared system that is fully accessible to both entities. • Process documentation and SOP development for management of leads based on developer interactions. • Participation in groups such as: Team Texas, DFW Marketing Team, Dallas Regional Chamber, Fort Worth Chamber, etc. FY 20-21 Activitie • Annual Builder/Developer Forum was put on hold due to COVID. • The first in-person ED Investor's event was held in May with a healthcare focus. An education -focused event will be held in October or November. • Because of COVID, the market surrounding office and commercial development is in a holding pattern. Once the retail and office markets are reset, we will aggressively promote Denton. In the interim, we have continued to develop collateral materials, demographic information, and workforce information demonstrating the need for these types of development in Denton. • Held meetings with developers selling the advantages of developing in Denton. Examples include Pro Logis, Trammel Crow, Titus, CLX Ventures, CBRE, AL, and CT Realty. • Transferred all data to HubSpot, the new shared economic development CRM system. • Active with Team Texas, Texas Economic Development Council, International Economic Development Council, DFW Marketing Team, Dallas Regional Chamber, Fort Worth Chamber W 368 Denton Economic Development Partnership — Annual Report Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2A. Connected Denton Strategy 2A.3 Westpark Industrial Park Strategic Plan Identified Task 2A.3.2 Continue to track vacant properties and parcels, partnering with brokers and developers on new developments or redevelopments to increase the usefulness and value of these properties. FY 20-21 Work Plan Items • Work with brokers to ensure brochures and marketing information are up to date and professional. • Meet with spec space property managers at least once per year to discuss marketing and potential tenant goals. • Maintain and update database of existing properties. • Promote and market existing sites to developers during interactions. • Create prospectuses on existing sites in coordination with brokers and owners to promote desirable development of sites. • Create utility profiles and infrastructure supported for existing sites. • Begin discussions of locations for prime future development and document challenges/opportunities. FY 20-21 Activitie • Worked extensively with developers and brokers to make sure all available sites have updated marketing packages in our database and on the Denton EDP website. • Developed relationships with Scannell Properties, Hunt Southwest, the Martino Group, Exeter, Holt Lunsford, and other spec developers to communicate market needs, trends, etc. • Existing property database on website is continually updated. • New property information sheets were developed in Hubspot to create consistency in site marketing materials. • Promoted several sites to developers including Harris Ranch, Baker Family Trust site, Selwyn School site, Westpark 140, Exeter Westpark 2, Denton Crossing, 1-35 Convergence, and more. This promotion resulted in the sale or pending sale of all sites for future industrial development. • Coordinated with utility providers to discuss access to the necessary utilities. • Evaluated numerous sites for future industrial development opportunities. Received feedback from Council that they would like to see all future industrial development west of 1-35. 0 369 Denton Economic Development Partnership — Annual Report Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2D. Competitive Denton Strategy 2D.3 Professional Office Space Strategic Plan Identified Task 2D.3.1 Promote the development of Class A buildings for office space and creative redevelopment of existing structures to attract professional services and tech -oriented companies. 2D.3.3 Strengthen relationships with the regional real estate and brokerage community by hosting quarterly or annual meetings with DFW real estate professional and trade associations. FY 20-21 Work Plan Items • City and Chamber co -host annual developer and builder's forum. • Participate with regional broker/developer events, associations, and forums. • Research Class A office building development and begin planning for future development. • Work with local developers and other associations to understand needs to support and develop office space. • Schedule meetings with current office space property owners/managers to understand needs of tenants. • Work with City to develop research for office space development needs. • Prepare prospectuses for developers if sites are identified (possible future task). FY 20-21 Activities • Annual Builder/Developers Forum was put on hold due to COVID. An ED Investor's event was held in May with a healthcare focus. • Participated in numerous developer events including Bisnow Forums, RED events, North Texas Commercial Association of Realtors, and more. • Continue to work with potential office developers to position Denton for future development once the COVID reset is complete. 10 370 Denton Economic Development Partnership — Annual Report Documenting Success in this Focus Area • Development of tracking metrics and output measures. • Report on progress at monthly Economic Development Work Group meetings. • Development of SOPS for specific processes. • Work with City to implement new CRM and tracking system. • Provide data and information in quarterly report to include metrics and narrative. R PCI IItc • A new joint City/Chamber quarterly operational report was developed to provide updates on key metrics, successes, challenges, progress, and more. Reports are provided to EDPB, City Council, ED Investors, and Chamber Board of Directors and are posted to the Denton EDP website. • New relationships were built with developers and brokers have resulted in many direct leads on Denton sites and the sale/pending sale of additional sites. • Monthly Economic Development Work Group meetings have opened the lines of communication and have allowed staff to provide updates and seek feedback on challenges and programs. • SOPs for operations are being drafted and updated as staff works through the implementation of new systems. • A new economic development CRM and tracking system has been implemented and provides valuable metrics regarding projects, capex, jobs, and needs of prospects. Data is reviewed monthly and quarterly to discuss trends, opportunities, and challenges. 11 371 Denton Economic Development Partnership — Annual Report FOCUS AREA 2: MARKETING Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2B. Creative Denton Strategy 2B.6 Promoting Denton's Creative Brand Strategic Plan Identified Task 2B.6.1 Aggressively use the City's (and Chamber's) social media channels to publicize successes. FY 20-21 Work Plan Items • Develop a social media marketing plan and implement it. • Reach out to existing businesses to capture and promote success stories. • Create a shared social media calendar and track metrics. • Explore ways to share stories on website and drive traffic from site selectors and prospects. FY 2v-iz i Activities • Increased our presence on Linked In, Facebook, and other social media platforms. • Appeared on several podcasts to discuss and promote economic development in Denton. • Working with the City to jointly develop an ED Marketing Plan to include social media and website development. This will be a key strategy in FY 21-22. • Coordinated with the Chamber on their "Chamber Champions" series to promote local businesses during COVID. • Working to develop short videos with local investment partners to highlight doing business in Denton. These will be shared via social media, our website, and the investors' websites. • Director of Economic Development and VP of Economic Development have made creation of a marketing plan a priority for FY 21-22. 12 372 Denton Economic Development Partnership — Annual Report Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2C. Sustainable Denton Strategy 2C.4 Green Marketing Strategic Plan Identified Task 2C.4.1 Incorporate Denton's Green Business Program in economic development digital marketing. 2C.4.2 Revise digital marketing materials to include a greater focus on Denton's sustainable goals and 100 percent renewable energy resources. FY 20-21 Work Plan Items • Schedule meetings with City's Sustainability department to learn about Green Business Program and how it can be promoted to businesses. • Have Green Business Program information to distribute during any outreach events. • Capture data on sustainability initiatives and best practices from business. • Actively promote stories about sustainability and environmentally friendly businesses on social media. • Include sustainability efforts in all marketing materials. • Work with DME on how to best promote 100% renewable community and develop a targeted businesses list based on electric profiles. FY 20-21 Activitie. • Actively market DME's 100% renewable energy component to all businesses considering Denton. • Working with several prospects on incorporating our renewable energy into their sustainability initiatives. • Worked with prospects regarding sustainability initiatives. 13 373 Denton Economic Development Partnership — Annual Report Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2D. Competitive Denton Strategy 2D.5 Digital Marketing Strategic Plan Identified Tasks 2D.5.1 Refresh the Denton EDP website so that it serves as the City's primary online portal for economic development prospects, site location consultants, commercial real estate brokers, and other business decision -makers. 2D.5.2 Establish a digital marketing campaign to highlight Denton's economic development advantages and success stories. Develop baseline digital marketing tools and engage in regular digital marketing activities. 2D.5.3 Collaborate with the Denton Chamber of Commerce to create digital materials aimed at commercial real estate brokers, describing the attractive environment for business relocation. FY 20-21 Work Plan Items • Schedule quarterly social media/website/digital marketing campaign meetings to updated work teams on successes and plans and to check in on metrics. • Work with City to develop and implement a digital marketing campaign that aligns with the goals of the adopted strategic plan. • Schedule digital ad buys in publications or platforms that are most likely to reach site selectors or prospects in targeted areas. • Create site specific information in coordination with brokers that is likely to attract desirable prospects. FY 20-21 Activities • Worked with the brokerage community to market several future industrial sites in Denton including Harris Ranch, Baker Family Trust, Denton Commerce Center, and Westpark 140. As a result of those efforts, each of these sites is currently either owned by an industrial developer or under contract for purchase with an industrial developer. These sites could support an additional 8M SF of industrial construction. • Created site specific marketing materials for available properties based on the availability of utilities, current and future zoning, and the City's Comprehensive Plan. 14 374 Denton Economic Development Partnership — Annual Report Documenting Success in this Focus Area • Development of tracking metrics and output measures. • Regularly report on marketing activities at Economic Development work group meetings and in quarterly reports. • Deliver and implement marketing and social media plans. Results • Developed new tracking reports as part of joint quarterly operating reports. • Provide regular updates to EDPB and Economic Development Work Group regarding projects and programs. • Working to develop a comprehensive marketing plan. • Increased presence on social media networks. • Updated key areas of Denton EDP website. 15 375 Denton Economic Development Partnership — Annual Report FOCUS AREA 3: BUSINESS RECRUITMENT & ATTRACTION Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2A. Connected Denton Strategy 2A.2 Attract New Investment Strategic Plan Identified Tasks 2A.2.1 Cultivate relationships with real estate brokers and site selectors. 2A.2.2 Create a centralized lead tracking system for Denton 2A.2.3 Engage with regional economic development organizations, industry groups, and professional networks in the DFW Metroplex 2A.2 FY 20-21 Work Plan Items • Develop materials specific to developers, including commercial, industrial, and mixed-use developers. • Arrange meetings with DFW developers to discuss potential sites in Denton. • Seek out developers working in DFW that are already working on desirable projects (high density urban development, spec office space, creative infill development). • Track interactions with developers in shared systems and report on interactions. • Purchase of and transition to a new shared CRM system (City -supported) in which all leads should be documented and tracked in one shared system that is fully accessible to both entities. • Process documentation and SOP development for management of leads based on developer interactions. • Participate in groups such as Team Texas, DFW Marketing Team, Dallas Regional Chamber, Fort Worth Chamber, etc. • Develop targeted broker list for potential developments in Denton. • Respond to all RFIs received from various sources on projects that meet strategic need of Denton and include developments that are attractive and desirable for community. FY 20-21 Activitie • Met with multiple developers including JILL, CBRE, Cushman and Wakefield, Newmark, Paladin Partners, Pro Logis, Weitzman, and more. These meetings have focused on industrial, office, and commercial development opportunities. • Transferred all contacts, leads, projects, and marketing information into the City/Chamber economic development CRM database. • Actively participated with the DRC, Fort Worth Chamber, DFW Marketing Team, Team Texas, and the North Texas Commercial Association of Realtors to make regional connections and market Denton for all types of development. • We are on a record pace responding to RFI's. Year to date, we have received 136 RFI requests for potential new projects. Of those, we have responded to 65, had 10 site visits, and received 18 requests for incentive review. 16 376 Denton Economic Development Partnership — Annual Report • Currently we have 66 active projects. These projects have come from direct contacts, broker relationships, our partners at the Dallas Regional Chamber, the Fort Worth Chamber and the Governor's Office of ED and Tourism, as well as through the site selection community. • We have closed/won Lowes Distribution Center, Ranchland Foods, Cold Creek Solutions, DynaGrid Construction Group, and Manamed this year. In addition, we also worked with EMLS, a Peterbilt supplier, to expand into a new facility in Denton. These projects will bring approximately 450 new jobs and $1 25M in capital investment to Denton. • We are currently on the short list for several significant projects including Project Pike, Project Otro Auto, and Project Arc Supply. These projects have the potential to bring over $2.4B in capital investment and approximately 2,180 jobs to Denton. • We currently have or are about to have 2.3M square feet of new industrial construction in Denton. This includes a 250K square feet building at the 1-35 Convergence project and a 11 OK square feet and 1 30K square feet buildings across from Winco that are under construction. Additionally, we expect a 1.2M square foot building at Western and University and two additional buildings at Denton Crossing totaling 700K square feet to break ground by the end of 2021. 17 377 Denton Economic Development Partnership — Annual Report Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2A. Connected Denton Strategy 2A.3 Westpark Industrial Park Strategic Plan Identified Task 2A.3.2. Continue to track vacant properties and parcels, partnering with brokers and developers on new developments or redevelopments to increase the usefulness and value of these properties. FY 20-21 Work Plan Items • Create/implement a tracking system to monitor available land in Westpark area. • Create a tracking system to monitor jobs and investments generated in Westpark area. • Work with City departments to develop plans to improve infrastructure in TIRZ based on feedback from developers. • Create marketing materials for land available in Westpark area and distribute to brokers. • Respond to RFIs received with updated marketing materials. • Track all leads and RFIs responded to, including industry type, potential investment, number of jobs, source, and consistently update status in tracking system. • Hold monthly recruitment meetings to review received leads/submitted projects and discuss opportunities, challenges, and how to improve responses. • Attend site selection events or forums in DFW area. • Stay up to date and report on market trends; provide regular updates on market trends in the monthly meetings. FY 20-21 Activities • Available land in the Westpark area is scarce. All available parcels except an 81 -acre site and a neighboring 1 5 -acre site at Masch Branch and Jim Cristal have been purchased for industrial development. This year, the Exeter Westpark Phase 2 site, the Westpark 140 site, the Selwyn School site, and several other smaller sites in Westpark have been purchased for industrial development. • All remaining sites in Westpark as well as other industrial sites are tracked and marketed to site selectors, developers, and prospects. • All RFI's are tracked, with staff documenting potential capital investment and job creation if information is available. • Weekly meetings between the City ED Director and VP of ED at the Chamber are held to make sure everyone is on the same page and working together to promote Denton. • Attended several forums sponsored by Bisnow, RED, Area Development, etc. that cater to brokers and site selectors. Many of those events were virtual because of COVID but they are beginning to open back up. • DFW is the hottest industrial market in the country with a little more than 28M square feet of new construction so far in 2021. The closest competitor is Phoenix with 1 3M square feet of new construction. Additionally, COVID also exposed the shortages of inventory in the US and as a result the manufacturing community is bringing back jobs and new facilities to the US from foreign countries to make sure they can respond to a similar surge going forward. 0 378 Denton Economic Development Partnership — Annual Report Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2A. Connected Denton Strategy 2A.4 Center of Excellence Strategic Plan Identified Tasks 2A.4.1 Leverage over $2.8 billion in planned projects from TxDOT in Denton to increase connectivity between Denton and surrounding DFW communities. 2A.4.2. Explore the feasibility of a partnership between the businesses located in the Westpark Industrial Park, NCTC, UNT Center for Logistics & Supply Chain Management, and the City. FY 20-21 Work Plan Items • Schedule meetings between City, Chamber, NCTC, UNT, and others to begin discussions on creation of Center of Excellence for Logistics and Supply Chain Management. • Document progress and complete any required research. FY 20-21 Activities • Met with UNT, TWU and NCTC about collaborating on workforce development initiatives. Workforce is the most important criteria in any site selection process and Denton has a tremendous advantage with our university partners. • Held initial discussions with UNT supply chain staff to discuss their program and how to integrate it into economic development efforts. 19 379 Denton Economic Development Partnership — Annual Report Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2B. Creative Denton Strategy 2B.5. Recruit Growing Startups Strategic Plan Identified Task 2B.5.2. Target successful startups in business incubators/accelerators that are on the cusp of outgrowing their existing spaces and are positioned for expansion relocation to Denton FY 20-21 Work Plan Items • Participate in Denton Innovation Group meetings to discuss specific needs and companies that might be good targets. • Work cooperatively with City to develop plans, strategies, and materials. • In coordination with City, develop tracking system for tech -specific development. • Coordinate with Stoke regarding tech start up resources that would be valuable to startup attractions. FY 20-21 Activities • City and Chamber staff participate in Denton Innovation Group meetings. • City and Chamber have worked together to implement and track the Economic Development Strategic Plan. • City's new partnership with Stoke has led to monthly meetings with City, Chamber, and DMSA to coordinate on ongoing economic development efforts. 20 380 Denton Economic Development Partnership — Annual Report Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2C. Sustainable Denton Strategy 2C.2 Target Environmentally Conscious Businesses Strategic Plan Identified Task 2C.2.1 Identify businesses that are high electricity users, such as data centers. FY 20-21 Work Plan Items • Work with DME and City to identify businesses that would be prime targets as high electricity users or companies with high interest in locations using 100% renewable energy. • Develop marketing packets specific for electric prospects. • Fully understand and market the DME economic growth rider (EGR), and track successes of use. • Learn from companies that have used the EGR or have positive experiences with DME and integrate information into marketing plan. FY 20-21 Activities • Sustainability is becoming an important factor in site selection. For example, Project Pike, one of the projects we are a finalist for, is a huge supporter of sustainability. We routinely talk with prospects about taking advantage of these initiatives in Denton. • Large utility users are another area of interest to Denton. We have worked with several prospects that use enough electricity to qualify for an Economic Growth Rider from DME. Additionally, we have met with several manufacturers, data centers, and packagers that would all add significant annual revenue for DME. • Worked with Peterbilt to understand how the EGR has benefited them as they continue to grow in Denton. 21 381 Denton Economic Development Partnership — Annual Report Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2D. Competitive Denton Strategy 2D.3 Professional Office Space Strategic Plan Identified Tasks 2D.3.1 Promote the development of Class A buildings for office space and creative redevelopment of existing structures to attract professional services and tech -oriented companies. 2D.3.3. Strengthen relationships with the regional real estate development and brokerage community by hosting quarterly or annual meetings with DFW real estate professional and trade associations. FY 20-21 Work Plan Items • City and Chamber co -host annual developer and builder's forum (also 2A.2). • Participate with regional broker/developer events, associations, forums. • Research Class A office building development and begin planning for future development. • Work with local developers and other associations to understand needs to support and develop office space. • Schedule meetings with current office space property owners/managers to understand needs of tenants. • Work with City to develop research for office space development needs. • Prepare prospectus for developers if sites are identified (possible future task). FY 20-21 ActivitieF • Annual Builder/Developers Forum was put on hold due to COVID. • Participated in numerous developer events including Bisnow Forums, RED events, North Texas Commercial Association of Realtors, etc. • The office market is in flux in North Texas. Because of COVID, there is over l OM square feet of sublease space currently on the market and new office development is on hold except for what was already financed. We are still meeting with office developers to make sure we are positioning Denton to be in the conversation once the market is back on track. 22 382 Denton Economic Development Partnership — Annual Report Documenting Success in this Focus Area • Consistent documentation of leads, RFIs, and recruitment plan of work. • Development of clear goals to review and report on during Economic Development work group meetings. • Implementation of CRM system and preparation of SOPS. • Weekly standup meetings with City to game plan activities. Pesults • All leads and RFIs are tracked in a centralized economic development CRM system by both the City and Chamber. • Economic Development Work Group meets monthly to review economic development efforts and provides feedback on ideas, projects, and operations. • CRM system has been implemented. • Weekly meetings held between City's Director of Economic Development and Chamber Vice President of Economic Development. 23 383 Denton Economic Development Partnership — Annual Report FOCUS AREA 4: BUSINESS TO BUSINESS NETWORKING Relationship to Strategic Plan Goal 2. Fostering Growth: 2B.1 Champion & Convene Goal 2. Fostering Growth: 213.3 Ecosystem Builders Strategic Plan Identified Tasks 2B1.2 Support the expansion of networking channels and opportunities for relationship building among the region's entrepreneurs, startups, and students. 2B.3.2 Partner with the Denton Innovation Group to define a vision for entrepreneurship in Denton, establish goals, and connect with DFW organizations. FY 20-21 Work Plan Items • Work collaboratively with City and other partner resources to develop and promote industry -specific networking events. • Work collaboratively with partners to develop and promote networking events connecting entrepreneurs to startup resources. • Launch Business Expo (B2B & B2C networking & business building event). FY 20-21 Activitie • Working to develop a Manufacturers Alliance, Logistics Alliance, and Developer's Alliance, all with local stakeholders to allow for sharing of ideas, benchmarking, and understanding challenges the groups are facing. • Working with Stoke Denton to promote their entrepreneurial events and business competitions. • Held two ED Investor events YTD, one concentrating on the new ED Strategic Plan and one concentrating on healthcare. We plan to hold another event in October or November with a concentration on education. We also have a developers roundtable event planned for February 2022. These events not only provide a forum for our business partners to learn about important events in Denton but also provide significant networking opportunities. • Increased private investor contributions by 29% since the beginning of the fiscal year. Documenting Success in this Focus Area • Development of an industry -specific contact database accessible to all partners. Results • Initiated development of industry -specific contact database. First lists include downtown partners, developers/brokers, industrial businesses, and banks. 24 384 Denton Economic Development Partnership — Annual Report FOCUS AREA 5: BUSINESS TRAINING & EDUCATION Relationship to Strategic Plan Goal 3. Strengthen Community Inclusion Strategy 3.1 Workforce Collaborative Strategic Plan Identified Tasks 3.1.3 Over the long term, identify two to three occupations and/or skills that are critical to Denton employers and develop pathways to support residents in moving into those roles. FY 20-21 Work Plan Items • Work collaboratively with City and other partner resources to develop and promote business training resources. • Compile training materials and actively promote training opportunities to business community. • Work with other business support organizations (Denton Black Chamber of Commerce, Denton Hispanic Chamber of Commerce, Denton Main Street Association, Center for Women Entrepreneurs, Stoke, Denton Public Library, SBA, SBDC, SCORE) to engage and promote training programs and available resources. • Maintain local SBDC office through Chamber and actively promote SBDC resources. FY 20-21 Activities • Met with UNT, TWU and NCTC to discuss Workforce Training programs. Also work closely with Workforce Solutions of North Texas on various programs including the Skills Development Fund and creating custom job training programs for various Denton businesses. • Have extensive workforce documents and training materials that are included in all prospect RFI responses. • Continue to maintain the local SBDC office and promote all programs available to the small business community through various partners. Documenting Success in this Focus Area • Schedule quarterly workforce focused meetings to provide updates and report on activities in this area. Results • Meetings occurring monthly through the Denton Business Allies, where key partners get together to discuss needs of local businesses. 25 385 Denton Economic Development Partnership — Annual Report PRIVATE INVESTMENT REPORT Chairman's Circle Investors Kansas City Southern Railway Company, Peterbilt, The Rayzor Company, ServPro Denton, Texas Women's University, University of North Texas Corporate Investors Allison Engineering Group, AXIS Realty, DATCU, Denton Media Company, First State Bank, First United Bank and Trust, Independent Financial, Lily of the Desert, Links Construction, Medical City Denton, Scott Brown Commercial, TWU Jane Nelson Institute for Women's Leadership, Wells Fargo Partnership Investo6 Acme Brick, Adams Exterminating Company, Alphagraphics Denton, American National Bank and Trust, Bill Utter Ford, Bonded Lighting Protection, Denton Country Club, Embassy Suites by Hilton Denton Convention Center, Golden Triangle Mall, Guaranty Bank and Trust, Hayes, Berry, White and Vanzant LLP, Hillwood Alliance Group, Homewood Suites by Hilton Denton, Hunt Southwest Realty Development LLC, Jagoe Public, James Wood Auto Park, Josten's, Kimley Horn, Little Guys Movers, North Central Texas College, Point Bank, Rayzor Ranch Retail District, Robert Harris Realty, Springhill Suites by Marriott, Teague, Nail and Perkins, Inc., Texas Health Presbyterian Denton, Texas Oncology Denton, US Aviation Group, US Trinity Aviation, United Way of Denton County Business Investors 97 Land Company, Access Bank Texas, Apex Companies, LLC, BC Commercial, Best Western Premier, Clark Adamson Insurance, Denton Public Library, EIKON Consulting Group, Frazier Commercial, Hankins, Eastup, Deaton, Tonn and Seay, Hilton Garden Inn Denton, Hutcherson Insurance Services, Inwood National Bank, Kirkpatrick Architecture Studio, KJ Environmental and Civil Engineering, KW Commercial, Lone Sky Aero Advisors, Mar Properties, LTD, Mason Properties, Newland Real Estate, Inc., Ramey King Insurance, Sawko and Burroughs, PC, Serve Denton, Trestle Partners Commercial Real Estate, Valley Quest Design, VERUS Commercial Friends of Economic Development Barbara Russell, KHA Accounts and Advisors PC, McNatt Properties, Minor and Jester, PC, Stans Flooring Total Funds Raised (As of June 30, 2021): ED Private Funds Beginning Fund Balance Private Fund- Balance 1fl OIi20 122,887.75 Add: Y -T D Net Income±(Lass) 38,103.17 Ending Fund Balance 160.990.92 Cash On Hand First State Bank 146,256.66 Wells Fargo Money Market Savings 24,734.26 Total Cash on Hand 160.990.92 26 386 Denton Economic Development Partnership - Annual Report FY 2021-2022 CHAMBER ECONOMIC DEVELOPMENT BUDGET 27 387 FY 20121 FY 21122 Change Income City of Denton Contract $125,000 $125,000 $0 EDP Investor Membership Revenue $125,000 $125,000 $0 Total Income $250,000 $250,000 $0 Expenditures Salaries $130,000 $117,500 ($12,500) Auto Allowance $6,000 $5,400 ($600) Cell Phone $0 $720 $720 Payroll Taxes $9,950 $9,600 ($350) Medical, Dental, Life, & Disability Insurance $7,500 $3,550 ($3,950) Worker's Comp Insurance $500 $350 ($150) Retirement $3,300 $2,350 ($950) Accounting & Audit $4,500 $5,000 $500 Occupancy Expenses $24,000 $17,436 ($6,564) CC Processing Fees $0 $500 $500 SBDC $10,000 $10,000 $0 Website & social media $5,000 $16,244 $11,244 Computer/Technical Services $6,000 $6,700 $700 Travel & Professional Development $10,000 $12,000 $2,000 Memberships/Events $5,000 $7,650 $2,650 Ad Placement $5,250 $5,250 $0 Marketing Materials/Activities/Digital Marketing $6,000 $13,000 $7,000 Client& Prospect Relations $1,000 $4,000 $3,000 Postage $750 $500 ($250) Office Supplies $7,500 $1,750 ($5,750) Miscellaneous Expense $2,500 $0 ($2,500) ED Investor Relations & Fundraising $5,250 $10,500 $5,250 Total Expenditures $250,000 $250,000 $0 Net Income $0 $0 $0 27 387 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE A RENEWAL LETTER TO EXTEND THE AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON CHAMBER OF COMMERCE REGARDING AN ECONOMIC DEVELOPMENT PROGRAM FOR FISCAL YEAR 2021-2022; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton ("City") and the Denton Chamber of Commerce ("Chamber") entered into an economic development program agreement on September 15, 2020 ("Agreement") for the purpose of providing for a program to promote economic development through joint efforts; and WHEREAS, the City and Chamber developed a work plan for the Chamber Office of Economic Development that aligned with the City's economic development strategies as part of the Agreement; and WHEREAS, the City and Chamber desire to continue joint efforts to execute on the economic development strategies identified in the Agreement; and WHEREAS, Section I of the Agreement allows the City and Chamber to agree to extend the term of the Agreement for one year; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby authorizes the Interim City Manager or her designee to execute a renewal letter, attached hereto as Exhibit A, that extends the term of the Agreement for one additional year. SECTION 2. The City will pay the Chamber $125,000 for Fiscal Year 2021-22 in accordance to the terms outlined in the Agreement, with two payments being made to the Chamber, per Section C of the Agreement, in the amount of $62,500 on or October 31, 2021 and $62,500 on or before April 30, 2022. SECTION 3. This Ordinance shall become effective 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 388 Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1: Brian Beck, District 2: Jesse L. 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 12021. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY Digitally signed by Mack Reinwand Date: 2021.08.12 BY: 17:05:07 -05'00' Page 2 389 DocuSign Envelope ID: F68FDD1A-7491-4B2E-92EA-D09CFB5F9A18 4Ol I F) F DENTON August 17, 2021 Erin Carter President Denton Chamber of Commerce 401 N. Elm St. Denton, TX 76201 City Manager's Office 215 E. McKinney St., Denton, TX 76201 • (940) 349-8307 RE: Extension of Denton Chamber of Commerce Program Agreement to Sept. 1, 2022 Dear Erin: I have received your written request to renew the Economic Development Program Agreement Between the City of Denton and Denton Chamber of Commerce executed on September 15, 2020 (the "Agreement") for an additional year, per Section I of the Agreement. For reference, City of Denton Ordinance 20-1634 authorized the City Manager to execute the Agreement to allow the Denton Chamber of Commerce to operate the Chamber Office of Economic Development, employ a Vice President of Economic Development, raise private funds in support of economic development, and partner on a number of strategic initiatives from October 1, 2020 until September 30, 2021. Under "Section I. Term of the Agreement" of the executed Agreement, the Agreement can be renewed and extended for an additional one (1) year term if both parties agree to the renewal in writing. The City of Denton agrees to your request for a one-year extension of the Agreement. This letter serves as confirmation of the approval for a one-year extension of the Agreement and establishes a new termination date of September 30, 2022. The fundraising and reporting requirements will remain the same for the additional one-year period. All date references and reporting requirements stated as occurring between October 1, 2020 to September 30, 2021 will apply equally to the same date in the period of October 1, 2021 to September 30, 2022. The City of Denton will pay the Chamber of Commerce $125,000 for Fiscal Year 2021-22 in accordance to the terms outlined in the Agreement, with two payments being made to the Chamber, per Section C of the Agreement, in the amount of $62,500 on or October 31, 2021 and $62,500 on or before April 30, 2022. The Chamber of Commerce will need to provide an updated budget for the Office of Economic Development for FY 2021-22 prior to October 1, 2021. Sincerely, Sara Hensley Interim City Manager ADA/EOE/ADEA OUR CORE VALUES Integrity • Fiscal Responsibility • Transparency • Outstanding Customer Service www.cityofdenton.com TDD (800) 735-2989 390 DocuSign Envelope ID: F68FDD1A-7491-4B2E-92EA-D09CFB5F9A18 IOCITY F DENTON City Manager's Office 215 E. McKinney St., Denton, TX 76201 • (940) 349-8307 AGREED TO BY THE DENTON CHAMBER OF COMMERCE BY: �ocuSignad by: C F5756F :FFAFd4 44r) F]FS grin Carter, President OUR CORE VALUES Integrity • Fiscal Responsibility • Transparency • Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 391 DocuSign Certificate Of Completion Envelope Id: F68FDDlA74914B2E92EAD09CFB5F9Al8 Status: Completed Subject: Please DocuSign: DCOC Agreement Extension Letter - Final.pdf Source Envelope: Document Pages: 2 Signatures: 1 Envelope Originator: Certificate Pages: 4 Initials: 0 Jessica Rogers AutoNav: Enabled 901 B Texas Street Envelopeld Stamping: Enabled Denton, TX 76209 Time Zone: (UTC -06:00) Central Time (US & Canada) Jessica. Rogers@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original Holder: Jessica Rogers Location: DocuSign 8/11/2021 2:00:41 PM Jessica. Rogers@cityofdenton.com Signer Events Signature Timestamp Erin Carter° rr°�°.Y��' Sent: 8/11/2021 2:01:49 PM erin.carter@denton-chamber.org �w Lim Viewed: 8/11/2021 4:12:08 PM Security Level: Email, Account Authentication 6.5759F°59AE46DB... 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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. 395 ECONOMIC DEVELOPMENT PARTNERSHIP AGREEMENT EXTENSION City Council Aug. 17, 2021 w', or DENTON 21-1328 396 Objective • Provide an update on the Denton Economic Development Partnership and seek a recommendation from the EDPB regarding extension of the partnership agreement with the Denton Chamber of Commerce. Background • FY20-21 Partnership agreement focused on aligning City and Chamber efforts with identified goals and strategies from the Economic Development Strategic Plan. • City and Chamber worked together to: • Reset expectations, evaluate relationship, and develop a functional partnership with shared goals and objectives. • Increase and improve communication between agencies in order to remove barriers to success. • Foster a sense of trust, transparency, and openness. • Develop a shared understanding of the division of duties. • Key terms of FY21 agreement: • Clear definition of focus areas. • New work plan. • One-year agreement, with option for one-year extension. • City Contribution of $125,000; Chamber goal to raise $125,000. • Regular meeting and joint reporting. Focus Areas City — Primary Incentive negotiation, policy, and administration Fiscal & economic impact analysis Labor and data analytics Development districts Business engagement in City initiatives Joint — City Led Business retention & expansion Technical & advisory support Chamber — Primary Relationship building with developers, brokers, and local industry Business recruitment & attraction Business to business networking Private investor relations Small Business Development Center Joint — Chamber Led Marketing Business training & education Strategic Plan implementation Workforce & talent development Community engagement Small business & entrepreneurship Regional coordination and partnerships Interim Annual Report • Summary of contract performance on next slide. • Full contract performance available in Interim Annual Report. • Will be updated and finalized at end of Fiscal Year. Economic Development Partnership Agreement Interim Annual Report 1 FY 2020-2021 1 Prepared byi Cily of Denton E --i, Development Denlon Economic Development P.Hnership Contract Performance Focus Area: Relationship building with developers, brokers, local industrv. and businesses ✓ Meet regularly with brokers and businesses and tracking interactions in CRM. ✓ Met with several brokers including CBRE, Trammel Crow, Titus, JLL, Hunt SW, Paladin Partners, Colliers, CLX Ventures, Lee and Associates and Holt Lunsford. ✓ Promoted several sites to developers including Harris Ranch, Baker Family Trust site, Selwyn School site, Westpark 140, Exeter Westpark 2, Denton Crossing, 1-35 Convergence, and more, resulting in the sale or pending sale of all sites for future industrial development. ✓ Held in-person investors reception with focus on healthcare. Focus Area: Marketing ✓ Increased our presence on Linked In, Facebook, and other social media platforms. Advertised in Dallas Regional Chamber Economic Development Guide and Texas Economic Development Guide ✓ Participation in groups such as: Team Texas, DFW Marketing Team, Dallas Regional Chamber, Fort Worth Chamber, North Texas Commercial association of Realtors, etc. ✓ Working to develop short videos with local investment partners to highlight doing business in Denton. These will be shared via social media, our website, and the investors' websites. Contract Performance Focus Area: Business recruitment and attraction ✓ 66 active Projects, 65 RFIs responded to YTD. ✓ 10 site visits, 18 requests for incentive review. ✓ Finalist for 5+ projects YTD (Rodeo, UHT -BM, S, Pike, Manamed, Bropak, Otro Auto, Arc Supply). ✓ Closed won: Q1 -Lowes, Q2-EMLS expansion, Q3-RanchLand, DynaGrid, Cold Creek Solutions, and Manamed. Focus Area: Business to business networking ✓ Working to develop a Manufacturers Alliance, Logistics Alliance, and Developer's Alliance. ✓ Working with Stoke Denton to promote their entrepreneurial events and business competitions. ✓ Maintain local SBDC office through Chamber and actively promote SBDC resources. Focus Area: Business Training and education ✓ Attended TEDC Legislative Conference, Bis Now Industrial and Logistics Update, and RED Regional Update. ✓ Participated in Denton 2040 Comprehensive Plan Stakeholder meetings. ED Investors ✓Chamber met commitment of $125,000 of private dollars raised. ✓Planning an investor event in late October/early November with an education focus. ✓ New investors include KCS Railway Company, Robert Harris Realty, Bill Utter Ford, Bonded Lighting Protection, Little Guys Movers, and Hunt Southwest Real Estate Development LLC. ✓ Increased investor levels for Peterbilt, TWU, and DATCU. ✓ Increased private investor contributions 29% since the beginning of the fiscal year. Budget • Chamber submitted DEDP budget as part of request to renew agreement. • Proposed budget includes no increase in requested City support. • City: $125,000. • Chamber $125,000. • Changes made within line items to adjust to needs of DEDP. Demon Cha rnber Economic Development Budget IFT 1i-22 {Approved by Board DIVD3121) Appy wed Fy 2-1172, Uzi CJtyol Denten Cwtrtr[ 125AOD lzs Cw EDP IrSve%Ux Memberihi p Reven ue 125)00D 125�m To[al Intarne 2i0,U017 Er<penditu rrs Sslar ies 117,513D 134SD0 Auta Alluwaiice 5AW UDG CL -11 Phone 72D 0 Payroll Takes 9ffi00 "50 Medical, Dt all, UIe, & Disability Imur-ane 3,55D 7,5D0 Work&'a Camp Iftweante 35D 5D0 Retirement. MSD 3,3D0 A,saurfLing & Audit 5AW 4,55D4 Cktupanrp Upenim 17A36 Z4)310 CC Prones. i ng Fetes 50D 0 SSDC 1-DJ3OD iWD0 Website $ 566el Media 16.2" SGD4 Compufae/Te6hrtit.8l Services 6,70D UD4 Travel &PrJlessidnal Development 12JD13D W(W Memberships�Even[s 7ffi6D 5J3DO Ad Plaroemern 5,25D 5,254 Mar keti ng Ma[erials}AftMtieWDigital Marketing 13)000 UDG Clen1& Prospect Rela[iora 4,OOD 1J3D0 Pe 50D 754 C11+itl�5u"bei 1,75D 7 -S -D4 Misc-ellaneaus Expefti,e 0 2 -SM ED I nti+es[or Relarkmi & Fund raising 113,500 5,254 Toad EWendOw" 25D)000 250AM Net Immnm 0 0 -5, Other Key Updates • Full implementation of a project management system and a CRM system to better track efforts jointly and increase reporting. • Completion and adoption of Economic Development Strategic Plan; development of Strategic Plan Implementation report. • Formation of Economic Development Work Group and meeting monthly. • Relocation to joint offices in Development Services Center. • Creation of new joint quarterly operational report. • Improved tracking and reporting of metrics for both economic development activities and economic indicators. • Improved coordination and communication: One Team! • New monthly "Team Denton" meetings include DMSA, Stoke, and Chamber. Denton EDP Performance Key Stats Action Q1 02 03 YTD RFIs Received 39 40 56 136 RFIs Responded To 16 25 24 65 Site Visits 1 2 7 10 Short Listed 2 3 4 9 Won 1 1 4 6 Requests for Incentive Reviews 4 7 7 1 18 BRE Visits 0 8 9 17 Winter Storm Response Contacts 0 37 0 37 Expansion Grant Requests 0 3 0 3 Business Assistance 32 51 70 153 Networking Events 1 6 10 17 Professional Development 3 14 14 31 Community Presentations 3 5 7 15 Media Requests 5 6 4 15 Council Items 1 6 1 12 12 30 Board & Committee Items 1 17 1 22 1 48 87 Additional updates and details in the Economic Development Quarterly Reports. Szor Recommendation • Staff recommends City Council authorize the City Manager to execute a renewal letter for aone-year extension of the Economic Development Partnership Agreement between the City and Chamber. • EDPB recommends approval (8-0). Questions? City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON File #: ID 21-1334, Version: 1 Legislation Text AGENDA CAPTION Consider nominations/appointments to the City's Economic Development Partnership Board. City of Denton Page 1 of 1 Printed on 8/13/2021 powered by LegistarT" 409 41,1&�Iwsm DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Economic Development ACM/CFO: David Gaines DATE: August 17, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com SUBJECT Consider nominations/appointments to the City's Economic Development Partnership Board. BACKGROUND This item is to consider the annual appointments to the Economic Development Partnership Board. The ordinance establishing the EDPB requires that the City Council appoint three (3) people to serve as a Nominating Committee. The Committee is made up of two (2) City Council Members and one (1) member of the Chamber of Commerce. At the July 20, 2021, City Council meeting, the City Council appointed the 2021 Nominating Committee. The City Council representatives were Mayor Gerard Hudspeth and Council Member Vicki Byrd. The Chamber of Commerce representative was Marty Rivers. EDPB members serve two-year terms and may serve as many as three terms. The ordinance requires that the members fall into specific categories when they are appointed to the Board (see chart below). The UNT and TWU representatives have no limitations on their terms but must be appointed by City Council as needed. The City Manager, the President of the Chamber of Commerce, and the DISD Superintendent serve as ex - officio members and have no defined terms of service. Current EDPB Board Members Member SeatwoRm Current Term Terms Served Eligible Jesse Davis City Council 2020-2022 1 N/A Gerard Hudspeth City Council 2019-2021 U/0 Y Lee Ramsey Denton Chamber Board of Directors 2020-2022 1 N/A Jill Jester Denton Chamber Board of Directors 2019-2021 2 Y Steve Edgar Top 20 Taxpayer 2020-2022 2 N/A Tina Albert Top 20 Taxpayer 2019-2021 U/0 Y Jason Tomlinson* TWU President/Chancellor /Designee 2020-2022 N/A N/A Mark McLellan* UNT President/Designee 2019-2021 N/A Y Jimmy Mejia Hispanic Chamber of Commerce 2020-2022 3 N/A John Baines Denton Black Chamber of Commerce 2019-2021 3 N Bob Eames Aviation 2019-2021 2 Y Tony Clark At -Large 2020-2022 2 N/A Ex -Officio (Non -Voting) Members Erin Carter Denton Chamber President N/A N/A N/A Sara Hensley Interim City Manager N/A N/A N/A Jamie Wilson DISD Superintendent N/A N/A N/A 410 The Nominating Committee met and reviewed the list of seats up for nomination/appointment (as indicated above). John Baines has completed his third term on the Board and is not eligible for reappointment. Staff wishes to express our sincerest appreciation to John for his gracious service and leadership for the past six years. The Nominating confirmed the willingness to serve of each nominee and offers the following slate of nominees to the City Council: • Gerard Hudspeth, Denton City Council (re -appointment) o This would be Mayor Hudspeth's first full term. • Jill Jester, Denton Chamber of Commerce Board of Directors (re -appointment) o This would be Ms. Jester's third full term. • Tina Albert, PACCAR/Top 20 Taxpayer (re -appointment) o This would be Ms. Albert's first full term. Ms. Albert is currently appointed to the unexpired term of Chris Davis. • Susan Holmes, UNT President's Designee (new appointment) o This would be Ms. Holmes's first full term. o There are no term limits for the UNT designee. • Kerry Goree, Denton Black Chamber of Commerce (new appointment) o This would be Mr. Goree's first full term. • Bob Eames, Aviation (re -appointment) o This would be Mr. Eames's third full term. PRIOR ACTION/REVIEW (Council. Boards. Commissions) July 20, 2021 — Council selected the EDPB Nominating Committee. EXHIBITS 1. Agenda Information Sheet 2. EDP Board Ordinance (No. 2017-203) 3. Presentation Respectfully Submitted, Jessica Rogers Director of Economic Development 411 ORDINANCE NO. 2017-203 AN ORDINANCE REPEALING ORDINANCE NO. 2003-258, AND SUBSEQUENT AMENDMENTS UNDER ORDINANCE NO. 2011-042, ORDINANCE NO. 2014-009, ORDINANCE NO. 2015-074, AND ORDINANCE NO. 2016-249, RELATING TO THE CREATION, APPOINTMENTS, AND DUTIES OF THE ECONOMIC DEVELOPMENT PARTNERSHIP BOARD (THE "BOARD") AND REPLACING THESE ORDINANCES WITH THIS ORDINANCE RELATING TO THE CREATION, APPOINTMENTS, AND DUTIES OF THE ECONOMIC PARTNERSHIP BOARD IN ORDER TO CLARIFY THE QUALIFICATIONS AND LIMITATIONS OF BOARD MEMBERS; AMENDING THE DENTON CODE OF ORDINANCES, CHAPTER 2, ARTICLE IX; AND PROVIDING FOR A REPEALER AND CONFLICT CLAUSE AND AN EFFECTIVE DATE. WHEREAS, in 2003, the City Council of the City of Denton, Texas, determined that is was beneficial and in the public interest to establish an Economic Development Partnership Board to provide economic development policy guidance for the City and adopted Ordinance No. 2003- 258 (the "Ordinance"), which ordinance was codified in the Denton Code of Ordinance, Chapter 2, Article IX; and WHEREAS, in 2011, the City Council amended the Ordinance by adopting Ordinance No. 2011-042 in order to add two seats to the Board, consisting of an at -large position and a position for a member with general knowledge of or experience in general aviation, and to expand the duties of the Board to include branding and marketing for Denton Municipal Airport; and WHEREAS, in 2014, the City Council amended the Ordinance by adopting Ordinance No. 2014-009in order to add the Superintendent of the Denton Independent School District as an ad hoc non-voting member of the Board; and WHEREAS, in 2015, the City Council amended the Ordinance by adopting Ordinance No. 2015-074 in order to add two seats to the Board, one for a representative nominated by the Denton Black Chamber of Commerce Board of Directors and one for a representative nominated by the Denton Hispanic Chamber of Commerce Board of Directors; and WHEREAS, in 2016, the City Council amended the Ordinance by adopting Ordinance No. 2016-249 in order to add one seat to the Board for the Chancellor and President of Texas Woman's University; and WHEREAS, in 2017, the City Council determined that it is beneficial and in the public interest to repeal the Ordinance and subsequent amendments in order to clarify and refine the Board member qualifications, terms, duties, and responsibilities; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 11. Findings. 1 El I VA The findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The Code of Ordinances of the City of Denton, Chapter 2, Article IX is hereby amended by deleting it in its entirety and replacing it with the following: ARTICLE IX. ECONOMIC DEVELOPMENT PARTNERSHIP BOARD "Sec. 2-251. Creation, Members, Qualifications, and Tenure. A. There is hereby created a City of Denton board entitled the Denton Economic Development Partnership Board (the "Board"). The Board shall consist of twelve members. Six members shall be appointed for a two-year term in even -numbered years, and six members shall be appointed for a two-year term in the odd -numbered years. No member shall serve more than three consecutive terms; members who have served three consecutive terms are eligible for re- nomination after one year off the Board. The President of the University of North Texas ("UNT") and the Chancellor of Texas Woman's University ("TWU") or his or her designee may serve unlimited terms but must be re -nominated upon the expiration of each term. B. The Board members shall be appointed by the City Council and shall serve at the City Council's pleasure. To aid the City Council in making appointments to the Board, the City Council will appoint two City Council members and one Chamber of Commerce ("Chamber") member to act as a nominating committee ("Committee"). The Committee members are qualified for appointment to the Board. The Committee will solicit nominations, contact nominees to relate duties and responsibilities, and to confirm willingness to serve. The Committee will solicit recommendations from the Chamber Board of Directors, the President of UNT, the President and Chancellor of TWU, the Denton Black Chamber of Commerce Board of Directors, and the Denton Hispanic Chamber of Commerce Board of Directors. If any such recommendation is not submitted, the Committee will consider the racial, ethnic, and gender diversity objectives of the City Council, as well as the knowledge, skills, and abilities of the nominees to assist in any one or all of the functions of the Board when making its nomination recommendations to the City Council. After evaluating the recommended nominees, the Committee will present to the City Council a slate of Board nominees for City Council approval. C. Notwithstanding anything contained herein to the contrary, the membership makeup of the Board shall consist of the following: 1. Two members of the Board shall be City Council members at the time of their appointment. If such a member is no longer on the City Council, their appointment to the Board is terminated and their unexpired term shall be filled by a currently serving City Council member. Such members must be residents of the City of Denton. 2. Two members of the Board shall be members of the Denton Chamber of Commerce Board of Directors ("Chamber Board"), which are nominated by the 2 413 Chamber Board, at the time of their appointment. If such a member is no longer on the Chamber Board, their appointment to the Board is terminated and their unexpired term shall be filled by a currently serving Chamber Board member. Such members must reside or work in the City of Denton. 3. Two members will be, or must be currently employed by, a top 20 City of Denton ad valorem or sales tax payer. Such members must reside or work in the City of Denton. If such a member is no longer a top 20 City of Denton taxpayer or employed by one, their appointment to the Board is terminated and their unexpired term shall be filled by a current City of Denton top 20 taxpayer or City of Denton top 20 taxpayer employee. 4. One member will be the President of UNT or a UNT faculty or staff member designated by the President. Such member need not reside in the City of Denton. 5. One member will be the Chancellor and President of TWU or a TWU faculty or staff member designated by the Chancellor and President. Such member need not reside in the City of Denton. 6. One member will have knowledge or experience in general aviation -related matters and shall have no financial interest in matters at the Denton Enterprise Airport. This member must reside or work in the City of Denton. 7. One member will be a citizen of the City of Denton who, in the discretion of the City Council, has specific knowledge, skills, and abilities to assist in all or any one of the functions and responsibilities of the Board. 8. One member will be nominated by the Denton Black Chamber of Commerce Board of Directors. This member must reside or work in the City of Denton. 9. One member will be nominated by the Denton Hispanic Chamber of Commerce. This member must reside or work in the City of Denton. 10. The City Manager, the President of the Chamber, and the Superintendent of the Denton Independent School District will serve as ad hoc ex officio (non-voting) members of the Board. D. The Board shall elect its chairperson and vice -chairperson from among its members, who shall serve for one-year terms or until his or her successor is elected or qualified. The Board may remove and reelect a chairperson or vice -chairperson at any time with an affirmative vote of at least 10 members. 3 414 E. Board members shall serve without compensation. Board members may be allowed out-of-pocket expenses for activities performed in furtherance of their duties to the Board. Such expenses must be pre -approved by the City Manager if paid for out of City funds, or the Chamber President if paid for out of Chamber funds. Sec. 2-252. Meetings. The Board shall meet on a regular basis and no less than on a quarterly basis. Monthly meetings are encouraged. The chairperson, vice -chairperson, or any five Board members may call any regular or special meeting. Notice of the meetings shall be posted and the meetings shall be conducted in accordance with the Texas Open Meetings law, being Chapter 551 of the Government Code, as amended. A majority of the qualified voting members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of the qualified voting members of the Board present at a meeting at which a quorum is present shall be the act of the Board. Sec. 2-253. Rules of Procedure. The Board shall adopt rules of procedure governing the operation of the Board incorporating Section 2-29 of City Council Rules of Procedure insofar as it is possible. Sec. 2-254. Duties and Responsibilities of the Board. The role of the Board is to provide economic development policy guidance. The Board may make recommendations to the City Council and Chamber Board of Directors. The Board's duties include: A. The Board may create committees or task forces consisting of Board members and/or non -Board members to assist with the implementation of projects or activities. Committee or task force chairpersons shall be appointed by the Board and will serve at the pleasure of the Board. B. The Board will be responsible for designing economic development incentive policies and recommending those policies to the City Council for adoption. These policies may include tax abatement, Chapter 380 agreements, infrastructure assistance, etc. In making any recommendations, the Board shall comply with applicable law. It will be the Board's responsibility to review policies of other cities and to be informed as to legislative changes affecting state and local incentive programs. C. The Board shall act as the recommending body to the City Council for economic development incentives authorized by law for specific projects, including without limitation tax abatements and incentives authorized under Chapter 312 of the Tax Code, 4 415 economic development agreements authorized under Chapter 380 of the Local Government Code, public improvement districts authorized under Chapter 372 of the Local Government Code, and certain Downtown Reinvestment Grants under Ordinance No. 2012-001. However, utility incentives based on thresholds, such as Denton Municipal Electric's Economic Growth Rider and the Water/Wastewater Plan Line Extension may be made without Board review or recommendation. Nothing herein shall be construed so as to invalidate an economic development incentive authorized by the City Council that did not receive a recommendation from the Board. D. The Board will review, consider, and make recommendations to the City Council regarding marketing and branding for the Denton Enterprise Airport. The Board will review, consider, and make recommendations to the City Council regarding Denton Enterprise Airport incentive policies, as assigned by the City Council or requested by the City Manager, and will act as a recommending body to the City Council for specific airport economic development incentives, as assigned by City Council or requested by the City Manager and permitted by City and State law." SECTION 3. Ordinances 2003-258, 2011-042, 2014-009, 2015-074, and 2016-249 are hereby repealed and are replaced with this Ordinance provided, however, that the repeal of any such ordinance or code or part thereof shall not revive any other section or part of any ordinance or code heretofore repealed or superseded. This ordinance supersedes any provision in any City ordinance that is in conflict with this ordinance including without limitation any conflicting provisions of Sections 2-61 through 2-65 of the Code of Ordinances of the City of Denton. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:.... A' ..... APPR( l D AS T LEGAL FORM: AARON EAL, INTERIM CITY ATTORNEY 416