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2021 -12 - 07 Agenda and Backup
City of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com City Council Council Chambers3:00 PMTuesday, December 7, 2021 WORK SESSION BEGINS AT 3:00 P.M. 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.): • eComment – On December 3, the agenda was posted online at www.cityofdenton.com/publicmeetings. Once the agenda is posted, a link to make virtual comments using the eComment module will be made available next to the meeting listing on the Upcoming Events Calendar. Within eComment, 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 ability to make an eComment will be closed. Similar to when a citizen submits a white card to indicate their position on an item, the eComments will be sent directly to members of the City Council immediately upon entry into the module 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. Page 1 Printed on 12/8/2021 1 December 7, 2021City Council Meeting Agenda After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, December 7, 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: WORK SESSION 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on any item listed on the Consent Agenda prior to its consideration. Each speaker will be given a total of three (3) minutes to address any item(s). Any person who wishes to address the City Council regarding these items may do so by utilizing the "By Phone" registration process as referenced under the REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL detailed at the beginning of this agenda. Registration is required prior to the time the City Council considers this item. Registrants may call in and remain on hold or receive a call back at the time the Work Session is called to Order and are encouraged to ensure they remain accessible to accept the call. 2. Requests for clarification of agenda items listed on this agenda. 3. Work Session Reports Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response. * [Council Priority; Estimated Presentation/Discussion Time: 30 minutes] ID 21-2430A. Receive a report, hold a discussion, and give staff direction regarding public meeting video recording prioritization. [Estimated Presentation/Discussion Time: 30 minutes] ID 21-2087B. Receive a report, hold a discussion, and give staff direction regarding the City of Denton leak adjustment ordinance. [Estimated Presentation/Discussion Time: 30 minutes] ID 21-557C. Receive a report, hold a discussion, and give staff direction regarding a requested follow-up from a November 2, 2021 work session on the display of non-government related flags at City of Denton facilities and requested options for recognition. [Estimated Presentation/Discussion Time: 45 minutes] ID 21-2477D. 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 551.07 -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. _________________________________________________________________________________ Page 2 Printed on 12/8/2021 2 December 7, 2021City Council Meeting Agenda 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 Recognition: Chief Dixon/Advocate AwardID 21-2552A. 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. Ms. Eli Agawu regarding support for cannabis decriminalization in the City of Denton.ID 21-2505a. Mr. Stephen Dillenburg follow up to comments made on November 16, 2021 regarding general public welfare concerns. ID 21-2704b. 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 Page 3 Printed on 12/8/2021 3 December 7, 2021City Council Meeting Agenda 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 – AE). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, the Consent Agenda Items will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. Consider approval of the minutes of November 9 and November 16, 2021.ID 21-2651A. Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Animal Shelter Advisory Committee and Internal Audit Advisory Committee. ID 21-2374B. Consider approval of a resolution of the City of Denton providing the November 8, 2021 meeting absence of a Library Board Member be excused; and declaring an effective date. ID 21-2623C. Consider approval of a resolution of the City of Denton providing the November 17, 2021 meeting absence of a Planning and Zoning Commission Member be excused; and declaring an effective date. ID 21-2637D. Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a service agreement with Giving Hope, Inc., providing for street outreach program services in furtherance of the coordinated system of homelessness assistance programs; authorizing the expenditure of funds therefore in an amount not to exceed $64,600.00; and providing an effective date. ID 21-1947E. Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a service agreement by and between Our Daily Bread and the City of Denton; providing for the expenditure of funds for homelessness initiatives in the amount of $100,000.00 for Rapid Re-Housing rental assistance in furtherance of the coordinated system of homeless assistance programs; authorizing the expenditure of funds therefor; and providing an effective date. ID 21-1948F. Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute and deliver to Core Scientific, Inc. a Temporary Construction Easement containing an approximate total of 3.999 acres located at the Denton Energy Center in the City and County of Denton, Texas for a total monthly compensation amount of One Thousand Dollars and 00/100 ($1,000.00); providing for severability; and providing an effective date. ID 21-2635G. Consider appointments to the Tax Increment Reinvestment Zone Number Two (Westpark TIRZ) Board of Directors, including appointment of a Board Chair. ID 21-2174H. Consider approval of a resolution of the City of Denton authorizing the submission of a Letter of Request to the US Army Corps of Engineers for assistance under the Continuing Authorities Program (CAP) to study, determine cause, and find a solution to the flooding of Clear Creek and the Elm Fork of the Trinity River around the Ray Roberts Greenbelt; ID 21-2473I. Page 4 Printed on 12/8/2021 4 December 7, 2021City Council Meeting Agenda and providing for an effective date. Consider approval of a resolution of the City of Denton adopting Policy No. 107.02 “Holidays” of the City of Denton Personnel Policies and Procedures Manual; and declaring an effective date. ID 21-2621J. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 7748 for Small Power Equipment purchase and repair; and providing an effective date (RFP 7748). ID 21-2508K. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Grant Thornton LLP, through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract No. DIR-TSO-4032, for Accounts Payable Automation and Vendor Management Consulting Services for the Finance and Procurement and Compliance Departments; providing for the expenditure of funds therefor; and providing an effective date (File 7831 - awarded to Grant Thornton LLP, in the not-to-exceed amount of $116,335.00). ID 21-2509L. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a fourth amendment to a contract between the City of Denton and ClearRisk, Inc., amending the contract approved by Purchasing on January 9, 2014, in the not-to-exceed amount of $49,500.00; amended by Amendments 1-3 approved by the Council and Purchasing; said fourth amendment to continue to provide risk management information system (RMIS) software for the Risk Management and Safety divisions; providing for the expenditure of funds therefor; and providing an effective date (File 7261 - providing for an additional fourth amendment expenditure amount not-to-exceed $24,500.00, with the total contract amount not-to-exceed $172,500.00 and extending the contract with ClearRisk, Inc. to January 8, 2023). ID 21-2564M. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute an Interlocal Cooperative Purchasing Agreement with the City of North Richland Hills, under the Texas Government Code, Section 791.001, to authorize the City of North Richland Hills and City of Denton to utilize each entities’ solicited contracts for the purchasing of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 7816 - award an Interlocal Cooperative Purchasing Agreement with the City of North Richland Hills). ID 21-2565N. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Patel & Patel General Partners dba Deluxe Inn, to provide accommodations for persons experiencing homelessness during the declared disaster related to COVID-19 for the Community Development Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7829 - awarded to Patel & Patel General Partners dba Deluxe Inn, in the two (2) year not-to-exceed amount of $1,000,000.00). ID 21-2575O. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal ID 21-2579P. Page 5 Printed on 12/8/2021 5 December 7, 2021City Council Meeting Agenda corporation, authorizing the City Manager to execute a contract with Professional Coil Cleaning, Inc., to furnish all labor, materials, tools, equipment, and supervision for cleaning coils on heating, ventilation, and air conditioning systems for the Facilities Management Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7798 - awarded to Professional Coil Cleaning, Inc., for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $100,000.00). Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to increase the spend authority with Change Healthcare Technology Enabled Services, LLC, for the preparation and submittal of the Texas Ambulance Supplemental Payment Program reimbursement for the Fire Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7521 - awarded to Change Healthcare Technology Enabled Services, LLC, providing for an additional expenditure amount not-to-exceed $140,000.00, with the total contract amount not-to-exceed $320,000.00). ID 21-2614Q. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Evidence IQ, Inc., for the purchase of Ballistics IQ, a ballistics image capturing, cataloging, and correlation software for the Police Department, which is the sole provider of this software, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; providing for the expenditure of funds therefor; and providing an effective date (File 7852 - awarded to Evidence IQ, Inc., for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $153,250.00). ID 21-2631R. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Vann/Elli, Inc., for the installation, repair, and removal of guard fencing for the Streets Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7821 - awarded to Vann/Elli, Inc., for four (4) years, with the option for one (1) additional one (1) year extension, in the total five (5) year not-to-exceed amount of $750,000.00). ID 21-2636S. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, approving proposals from Ameri-Mex Contractors, Inc., and authorizing the expenditure of funds for the reconstruction of a residential property located at 2217 Foxcroft Circle, under the City of Denton Home Improvement Program; providing for the expenditure of funds therefor; and providing an effective date (RFP 7828 - Ameri-Mex Contractors, Inc., in the not-to-exceed amount of $278,875.00). ID 21-2642T. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Sunbelt Pools, Inc., through the Buy Board Cooperative Purchasing Network Contract # 613-20, for the purchase of supplies, services, equipment, and chemicals of all aquatic facilities: Water Works Park, Natatorium, Civic Center Pools, and the Carl Young Jr. Splash Pad for the ID 21-2643U. Page 6 Printed on 12/8/2021 6 December 7, 2021City Council Meeting Agenda Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (File 7792 - awarded to Sunbelt Pools, Inc., for one (1) year, with the option for two (2) additional one (1) year extensions, in the not-to-exceed amount of $3,300,000.00). Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Nimmick Construction Inc. dba Alpha Fence Co, for fence installation and repair services for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7729 - awarded to Nimmick Construction Inc. dba Alpha Fence Co, for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of 3,000,000.00). ID 21-2662V. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Doty & Sons Concrete Products, Inc., for the supply of Park trash and recycle receptacles to be used within the City of Denton’s Parks for the Parks and Recreation Department, Section A - Doty Sons; providing for the expenditure of funds therefor; and providing an effective date (IFB 7747 - awarded to Doty & Sons Concrete Products, Inc., for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $252,008.00). ID 21-2665W. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with The PlayWell Group, Inc., for the supply of park amenities for the Parks and Recreation Department to be used in the City of Denton’s Parks, Sections B - General Park Furnishings and Section C - Dumor Products; providing for the expenditure of funds therefor; and providing an effective date (IFB 7747 - awarded to The PlayWell Group, Inc., for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $192,180.00). ID 21-2666X. Consider approval of a resolution of the City of Denton adopting a policy for employees, Policy No. 110.04 “Local Emergency and Inclement Weather Lodging for City Employees” of the City of Denton Personnel Policies and Procedures Manual, and declaring an effective date. ID 21-2667Y. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Swagit Productions, LLC, through the Interlocal Purchasing System (TIPS), Contract # 190703, for streaming, closed captioning, and remote meeting production for Denton Television (DTV); providing for the expenditure of funds therefor; and providing an effective date (File 7884 - awarded to Swagit Productions, LLC, in the two (2) year not-to-exceed amount of $200,000.00). ID 21-2703Z. Consider approval of a resolution by the City of Denton authorizing the City Manager, or designee, to apply for funding under the Denton County Transportation Reinvestment Program (TRiP), providing financial assistance to member cities for transit-supportive projects, through the Denton County Transportation Authority (DCTA) in the amount of ID 21-2607AA. Page 7 Printed on 12/8/2021 7 December 7, 2021City Council Meeting Agenda $906,000 for the Fiscal Year 2021 funding period; and providing an effective date. Consider adoption of an ordinance of the City of Denton authorizing the City Manager to accept an offer from the Texas Department of Transportation (“TxDOT”) to convey 0.8983 acres out of the 41.629 acre parcel of land to TxDOT in the Thomas Toby Survey, Abstract No. 1285, owned by the City of Denton, located at 3820 Airport Road (FM 1515); authorizing the City Manager to execute all documents necessary to complete the contemplated transaction; providing for severability; and providing an effective date. ID 21-2335AB. Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute and deliver to Atmos Energy Corporation a Temporary Construction Easement containing an approximate total of 138,050.00 square feet (3.169 acres) located near Mayhill Road in the City and County of Denton, Texas for a total compensation amount of One Thousand Five Hundred Eighty-Four Dollars and 50/100 ($1,584.50); providing for severability; and providing an effective date. ID 21-2441AC. Consider adoption of an ordinance of the City of Denton authorizing the City Manager to continue a Memorandum of Understanding with the United States Marshals Service, (USMS) for the participation of the Denton Police Department in the Regional Fugitive Task Force for the purpose of locating and apprehending fugitives; and providing an effective date. ID 21-2390AD. Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a Memorandum of Understanding (Reciprocal Agreement) for Exchange of Confidential Information with the Texas Comptroller of Public Accounts for the purpose of authorizing the City of Denton to examine certain confidential information in the possession of the Texas Comptroller of Public Accounts; for the purpose of furthering criminal investigations; and providing an effective date. ID 21-2391AE. 5. PUBLIC HEARINGS Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an initial zoning district and use classification to a Light Industrial (LI) Zoning District on approximately 247.78 acres of land, a change in the zoning district and use classification from a Highway Corridor (HC) Zoning District to a LI Zoning District on approximately 25.84 acres of land, and a change in the zoning district and use classification from a Mixed-Use Regional (MR) Zoning District to a LI Zoning District on approximately 7.21 acres of land, generally located on the southwest corner of I-35 North and the future extension of Loop 288, 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 recommend approval of the request. (Z21-0016a, Harris Ranch, Ron Menguita) Z21-0016aA. 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 Residential Rural (RR) District to Residential 1 (R1) District on approximately 1.00 acre of land generally located on the north side of Miller Road, approximately 190 feet east of the Z21-0015aB. Page 8 Printed on 12/8/2021 8 December 7, 2021City Council Meeting Agenda intersection of Masch Branch Road and Miller Road, within 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 recommend approval of the request. (Z21-0015a) Hold a public hearing to receive comments from the public regarding proposed redistricting and plans concerning proposed new boundaries for City of Denton councilmember districts, and provide staff direction regarding such plans. ID 21-2738C. 6. ITEMS FOR INDIVIDUAL CONSIDERATION Consider approval of a resolution of the City Council of the City of Denton, Texas approving a Certificate for Design Consistency for a mural entitled "Time & Space" located at 101 West Hickory Street, which is within the Denton Square Overlay Zoning District in the City of Denton, Denton County, Texas; and providing an effective date (DCC21-0001). DCC21-0001A. Consider approval of a resolution casting votes for membership to the Board of Directors of the Denton Central Appraisal District; and providing for an effective date. ID 21-2149B. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Presidio Networked Solutions Group, LLC, for the purchase of network infrastructure equipment, maintenance, and support for Technology Infrastructure - Cisco, DellEMC, and VMWare for the Technology Services Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7734 - awarded to Presidio Networked Solutions Group, LLC, for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) years not-to-exceed amount of $13,000,000.00). ID 21-2664C. Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or designee, to enter into a Development Agreement between the City of Denton and VV52 Denton LP., for the dedication of Park Land for a City Park at the Vintage Village Development; authorizing acceptance of land; and providing an effective date. ID 21-2609D. Consider approval of a resolution of the City of Denton consenting to the creation of Denton County Municipal Utility District No. 12, encompassing approximately 1018 acres of land, located within the extraterritorial jurisdiction of the City of Denton, Texas or the addition of 1018 acres of land, located within the extraterritorial jurisdiction of the City of Denton, Texas into La La Ranch Municipal Utility District of Denton County; and providing an effective date. ID 21-2663E. 7. CONCLUDING ITEMS Page 9 Printed on 12/8/2021 9 December 7, 2021City Council Meeting Agenda 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. 1. Follow up from Council Member Maguire regarding the DCTA meeting held on Thursday, December 2, 2021. B. Possible Continuation of Closed Meeting topics, above posted. C E R T I F I C A T E I certify that the above notice of meeting was posted on the official website (https://www.cityofdenton.com/en-us/government/open/agendas-minutes) and bulletin board at City Hall, 215 E. McKinney Street, Denton, Texas, on December 3, 2021, in advance of the 72-hour posting deadline, as applicable, and in accordance with Chapter 551 of the Texas Government Code. __________________________________________ CITY SECRETARY NOTE: THE CITY OF DENTON'S DESIGNATED PUBLIC MEETING FACILITIES ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE ACCOMMODATION, SUCH AS SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED, IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 940-349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY-TX SO THAT REASONABLE ACCOMMODATION CAN BE ARRANGED. Page 10 Printed on 12/8/2021 10 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2430,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID -19 response. * [Council Priority;Estimated Presentation/Discussion Time: 30 minutes] City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™11 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Sara Hensley, Interim City Manager DATE: Dec. 7, 2021 SUBJECT Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response. BACKGROUND A number of COVID Update work sessions have been held throughout 2020 and 2021 to provide a COVID situational update and address relevant topics. Prior reports and presentations were also delivered to City Council on March 17, March 20, March 31, April 6, April 21, April 30, May 5, May 12, May 19, May 29, June 9, June 16, June 23, June 30, July 21, August 4, August 18, August 25, Sept. 15, Oct. 13, and Dec. 1, 2020, and Jan. 26, March 2, March 16, May 11, May 18, Aug. 10, Aug. 12, Aug. 24, Sept. 14, Sept. 21, Oct. 12, Oct. 19, Oct. 26, Nov. 2, Nov. 9, and Nov. 16, 2021. The first part of this presentation will provide a situational update on the COVID-19 pandemic and share data and information available from Denton County Public Health. The second part of the presentation will provide a brief summary on the implementation of the Seventeenth Order of Council and request direction from the City Council on: • The extension of the declaration of local disaster; and • The extension of the provisions of the Seventeenth Order of Council. PRIOR ACTION/REVIEW (Council, Boards, Commissions) A number of COVID Update work sessions have been held throughout 2020 and 2021 to provide a COVID situational update and address relevant topics. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation (to be provided prior to the meeting) Respectfully submitted: Ryan Adams Interim Chief of Staff City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 12 COVID-19 Update Dec. 7, 2021 1ID 21-2430; Dec. 7, 2021 13 Background 2 •Staff provided updates on the City’s response to COVID-19 during 37 prior Council meetings, with the update being held on Tuesday, Nov. 16 •At the Nov. 16 Council meeting: o Staff presented a brief COVID Update work session •Statistics and transmission status of COVID-19 •Provided an update on the Sixteenth Order of Council •Adopted Seventeenth Order of Council •Agenda for Today: o Brief COVID-19 Update o Discussion and direction on declaration of disaster and order of Council ID 21-2430; Dec. 7, 2021 14 COVID-19 Situational Update 3 •Statistics: o Cases and hospitalizations are have stabilized; lower rates than early fall o Omicron: o Delta variant is still the preeminent variant o Omicron continues to be studied with no firm determinations about its severity, transmissibility o More information should be available in the coming weeks •Vaccines Update: o FDA approved and recommend boosters for time eligible persons 18 years are older o DCPH and private providers are administering Pfizer vaccines for ages 5-11 ID 21-2428; Nov. 2, 2021 15 4ID 21-2428; Nov. 2, 2021 16 Transmission Level and Mask Guidelines (CDC) •CDC recommends indoor masking in areas of “high” or “substantial” transmission •“Moderate” Transmission: •Less than 50 new cases per 100K in past 7 days •Less than 8% positivity rate in past 7 days 5ID 21-2430; Dec. 7, 2021 17 Disaster Declaration and Order of Council •The declaration of local disaster was extended on Sept. 21, 2021. •Originally issued in March 2020, now effective through Dec. 31 •Serves as a prerequisite for Seventeenth Order of Council and any future orders •No current or foreseeable grant funding relies on existence of a local declaration •If allowed to expire, it can be reinstated in the future by Council •A Seventeenth Order of Council was adopted on Nov. 16, 2021 extending mask requirements through Dec. 31, 2021 o Applies to City buildings, K-12 schools, daycares, and certain commercial buildings o Mixed response from public (due, in part, to conflicts with state, county positions) 6ID 21-2430; Dec. 7, 2021 18 City Council Order -Implementation Update •Both the disaster declaration and the Seventeenth Order of Council are currently set to expire Dec. 31, 2021 •Any extension must be considered at Dec. 14 Council meeting •Direction needed: 1.Does Council desire to extend the declaration of disaster? 2.If extending the declaration, does Council desire to extend, or extend and modify, the provisions of the Seventeenth Order? 7ID 21-2430; Dec. 7, 2021 19 Questions? 8ID 21-2430; Dec. 7, 2021 20 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2087,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding public meeting video recording prioritization. [Estimated Presentation/Discussion Time: 30 minutes] City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™21 _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Customer Service and Public Affairs ICM: Sara Hensley DATE: December 7, 2021 SUBJECT Receive a report, hold a discussion, and give staff direction regarding public meeting video recording prioritization. BACKGROUND In April 2019, staff presented options to the City Council to supplement the public meeting streaming and recording schedule at the time. The Council recommended outsourcing the remote production of 50 meetings per year with the City’s current vendor, Swagit Productions. This not only allowed for additional meetings to be produced, but also allowed some meetings that were being produced by DTV staff to be outsourced to Swagit Productions allowing DTV staff to be able to devote more time and resources to other information videos and department initiatives. Prior to COVID-19 precautions, DTV streamed and recorded meetings for the City Council, Planning and Zoning Commission, Zoning Board of Adjustments, and Public Utilities Board. Swagit Productions remotely streamed and recorded meetings for the Committee on Persons with Disabilities, Board of Ethics, Mobility Committee, and the Economic Development Partnership Board. Once the regular, in- person meeting schedule resumes (expected in January), remote production will be available in the Work Session room at City Hall and in select meeting rooms at the Development Services Center. During the FY 21-22 budget cycle, the City Council requested, and subsequently approved, an additional $6,000 in funds to add additional remotely produced meetings. These funds allow the opportunity to record approximately 2 additional boards or commission meetings annually. DISCUSSION Staff is seeking direction on which two additional bodies that the City Council would like to add to Swagit Productions remote streaming and recording schedule. Staff is recommending adding the Historic Landmark Commission, because it is a quasi-judicial body, and Sustainability Framework Advisory Committee, due to past inquiries from Council Members, to Swagit Productions schedule. A full list of bodies and the current production schedule is included on slide 5 in the presentation. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 22 Respectfully Submitted: Stuart Birdseye Deputy Director of Customer Service And Public Affairs 23 Public Meeting Streaming and Recording December 7, 2021City Council Meeting 24 Background •On April 23, 2019, Staff presented options to supplement DTV in the streaming and recording of public meetings. •Allow for additional meetings to be produced •Allow DTV staff to devote more resources to video production •Council recommended outsourcing the remote production of 50 meetings a year with our current vendor, Swagit Productions. •Council requested and approved an additional $6,000 in the FY 21-22 budget to add additional remotely produced meetings. •These funds allow the opportunity to record approximately 20 additional meetings, or 2 additional boards or commissions. December 7, 2021 ID 21-2087 2 25 Standard Public Meetings Streamed and Recorded (in-person) Meeting DTV Swagit City Council Planning & Zoning Commission Zoning Board of Adjustment Public Utilities Board Committee on Persons with Disabilities Board of Ethics Mobility Committee Economic Dev. Partnership Board December 7, 2021 ID 21-2087 3 26 Council Direction •The approved funds allow the opportunity to have Swagit remotely produce 2 additional boards or commissions. •Staff is seeking direction on which Boards and Commission meetings to begin streaming and recording. •Staff Recommendation: •Add Historic Landmark Commission (quasi-judicial) •Add Sustainability Framework Advisory Committee (Council Members previously inquired) 4December 7, 2021 ID 21-2087 27 5 Current Meeting Schedule Produced by DTV Produced by Swagit Not Produced Not Produced Not Produced City Council Committee on Persons with Disabilities Agenda Committee Airport Advisory Board Animal Shelter Advisory Committee Planning and Zoning Commission Board of Ethics Committee on the Environment Bond Oversight Committee Civil Service Commission Zoning Board of Adjustment Mobility Committee Community Partnership Committee Community Services Advisory Committee Health and Building Standards Commission Public Utilities Board Economic Development Partnership Board Parks, Recreation and Beautification Board Development Code Review Committee Library Board Historic Landmark Commission (recommended) Downtown TIRZ No. 1 Westpark TIRZ No. 2 Public Art Committee Sustainability Framework Advisory Committee (recommended) Downtown Economic Dev. Committee Traffic Safety Commission Internal Audit Advisory Committee Chief of Police Advisory Board 28 Questions? December 7, 2021 ID 21-2087 6 29 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-557,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding the City of Denton leak adjustment ordinance. [Estimated Presentation/Discussion Time: 30 minutes] City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™30 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Customer Service and Public Affairs CM/ DCM/ ACM: Sara Hensley, Interim City Manager DATE: December 7, 2021 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the City of Denton leak adjustment ordinance. BACKGROUND A water leak bill adjustment program is intended to provide customers some level of financial assistance caused by unexpected or unavoidable water loss and leaks on their private property. The assistance is intended to be a reasonable shared cost with customers without burdening all ratepayers with the liability for excessive water loss. In February 2021, Winter Storm Uri created wide-spread difficulties for utility customers. - Unavoidable rupture of frozen water lines of all types - Financial delays in scheduling plumbing repairs due to additional storm-related damage - Delays in plumbing repair schedules As a response to the challenges facing residents during this storm, Customer Service identified the need to review and possibly modify provisions within the current City Ordinance governing leak adjustments (Exhibit 3 – Current Leak Adjustment Ordinance). The staff review uncovered concerns regarding program accessibility by our customers and a lack of flexibility needed to adapt to the needs of the public. Comparison to Peer Cities Denton’s Leak Adjustment Ordinance was reviewed against those ordinances and policies of Arlington, Carrollton, Lewisville, McKinney, Plano and Rowlett. Denton was found to have the most restrictive leak adjustment policy in comparison to peer cities reviewed. Denton Peer City Trend Submission Deadline 30 Days After Bill Due Date 60 Days from Repair/90 Days from Bill Months Covered 1 2 Consecutive Required Increase 150% of Highest 12 Month Usage Higher than Previous Years, Same Month Charges Adjusted $0.70 per 1,000 Gallons for Excess 50% of Excess Usage Leaks Covered Hidden Pipe Leaks All Indoor Leaks Sprinkler/Pool Coverage Hidden Pipe Leaks None Repair Proof Itemized, Paid Repair Bills Itemized, Paid Repair Bills Frequency 1 per 13 months 1 per 12 Rolling Months City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 31 Denton has the shortest submission timeline for customers to identify, repair, and submit leaks for assistance. Customers who experience leaks while traveling or who need time to fund required repairs are unlikely to be able to meet the required submission deadline. Additionally, the Denton ordinance excludes the most common private property leaks and restricts future adjustments for the same type of leak. Sec. 26-128.(a) - Hidden water leak means any leak of a water pipe or water line caused by deterioration, corrosion, natural forces or other similar cause which is not immediately and reasonably detectable from the surface of the ground. The term "hidden water leak" does not include any leak to a customer's fixtures, or appliances, or equipment. Included in the term "fixtures, appliances, or equipment" are leaks related to the following, without limitation: a sprinkler system, or washing machine, or water heater, or lavatory, or toilet. Sec. 26-128.(d)(4) - Previous adjustments were not given at the same service location for leaks of the same nature as leaks which are the subject of a claim under this section. Analysis The restrictions prevent most customers from having access to leak adjustment assistance. Qualifying only leaks which are not immediately or reasonably detectable from the surface of the ground excludes coverage for burst lines behind walls, under sinks, and outdoor spigots. Additionally, adjustments are limited to one instance per leak type. However, failure of a line or fitting in one area of the home has no impact on the structural stability of all other similar lines on the property. Another deviation from peer city programs which impacts customer accessibility to an adjustment is overage calculation. Denton compares leak usage to the customer’s highest annual usage as opposed to comparing against the customer’s usage for the same timeframe in previous years. This means that leaks which occur in the fall or winter must exceed 150% of peak summer usage for that customer. Because the ordinance is highly specific in its language, no deviation from the policy can be made based for extenuating circumstances or short-term adaptations for emergencies, such as with Winter Storm Uri, without formal action by City Council. Finally, a reasonable accommodation for a customer with extenuating circumstances, such as a verifiable need for additional time to make a repair or present an application, would violate City ordinance. In analyzing the current leak adjustment ordinance, staff found that over the last 3 years, Customer Service issued 120 leak adjustments valued at approximately $43,750. City of Denton’s customer base is approximately 65,000 customers, therefore, only 0.0083% of customers have qualified for an adjustment. This indicates a lack of program effectiveness in reaching customers who may benefit from the program. Of the $43,570 issued in leak adjustment assistance, more than $22,000 of funds were issued to 17 customers with an extreme water loss of a “hidden” leak type. While meeting the requirements of the ordinance, this high amount of water loss would exceed what might reasonably considered a hidden leak. For example, a standard water tower holds around 500,000 gallons of water. Seven (7) customers submitted a leak type that qualifies as hidden, but the leak resulted in water loss of over 100,000 gallons of water with five (5) of those requests ranging from 454,000 – 1,220,500 gallons of water. The average leak adjustment amount for those 17 accounts was $1,584. Average adjustments for the remaining 103 accounts was $145 and a greater number of customers did not qualify or did not submit an application based on current ordinance restrictions. 32 RECOMMENDATION Staff recommends a two-part enhancement of the current ordinance and program to provide greater customer access to leak adjustment assistance. To better meet the needs of customers and the community, Customer Service recommends modification of the ordinance to provide broad program guidance, expectations, and program accountability while relying on a City policy for details of program administration. The following are recommended ordinance provisions: 1. Direction that the City must provide a billing adjustment program for water leaks; 2. Require leak repair and that any required permits and inspections have been completed; 3. The City must have a City Manager-approved policy outlining program specifics on file with the City and available to the public on the City website; 4. Updates or changes to the approved program policy must be provided to City Council prior to implementation; and 5. City Council must receive an annual report outlining program performance and sustainability The following are recommended program qualifications: Component Recommend Guideline Submission Deadline Repair Completion: 1 Month from Detection Submission: 60 Days from Repair Completion Months Covered 2 Consecutive Required Increase Based on Usage History Available 150% of Usage Average for Same Month Last 2 Years, or 150% of Usage for Same Month Previous 2 Year, or 150% of Usage Average of Most Recent 6 Leak-Free Months* Maximum Coverage 100,000 Gallons Excess Usage Charges Adjusted 50% of Excess Usage Leaks Covered All Indoor Leaks Sprinkler/Pool Coverage None Repair Proof Itemized, Paid Repair Bills Frequency 1 per 12 Rolling Months * Requests with less than 6 months leak-free usage will be held until usage is available FISCAL INFORMATION Currently, Denton issues approximately $16,000 in leak adjustments annually. Based on performance of area cities which track leak adjustment statistics, providing increased access to Denton’s leak adjustment program is anticipated to fall between $80,000 and $160,000 annually. This change could represent an impact of 0.22%-0.44% of billed water revenues versus the current rate of 0.04% annually. Please note that the number of adjustments and their amounts could vary from estimates. Leak adjustments are deducted from the City’s billed revenues. The estimate has been evaluated by Budget to ensure that the estimated change will not adversely affect the health of the water fund. PRIOR ACTION/REVIEW (Council, Boards, Commissions) n/a 33 EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Exhibit 3 – Current Leak Adjustment Ordinance Respectfully submitted: Ryan Adams Interim Chief of Staff Prepared by: Christa Foster Customer Service Manager 34 Christa Foster, Customer Service Manager December 7, 2021 Revision Recommendation: Leak Adjustment Ordinance 1ID#21-2304 -December 7, 2021 35 Winter Storm Uri highlighted the need for improvement in our leak adjustment program. Current program requirements: 2ID#21-2304 -December 7, 2021 2 Background 2ID#21-2304 -December 7, 2021 22ID#21-2304 -December 7, 2021 2 ➢Leak Must Be 50% Higher Than the Greatest Consumption in Last 12 Months •Penalizes Winter Leaks ➢Must Not Have Any Prior Adjustments for Similar Leak Type ➢Explicitly Excludes Adjustment Coverage on •Home Fixtures –Toilets, Hot Water Heaters •Appliances –Washing Machines, Faucets •Visibly Identifiable Water Loss –Sudden Interior and Exterior Line Failures ➢No Limitation for Adjustment Amount on Individual Accounts ➢Any Modification or Exception to the Program Requires Council Action 36 Over the previous 3 years: ➢~120 Customers Received Adjustments ➢$43,750 in Adjustments Issued •17 Customers Account for $27,000 of the Total •7 Customers Received Adjustment for Greater than 250,000 Gallons 3ID#21-2304 -December 7, 2021 3 Program Review 3ID#21-2304 -December 7, 2021 33ID#21-2304 -December 7, 2021 3 Our policy was compared against those of Lewisville, Carrollton, Arlington, Plano, McKinney, and Rowlett. Denton’s program was found to be out of alignment with those benchmark cities. 37 Areas of Improvement Identified: ➢Inconsistent with Other Municipalities •More Restrictive Submission Timeframe •Most Leak Exclusions •Requires Greater Water Loss ➢Program is Difficult for Customers to Understand ➢Time Consuming for Staff to Calculate ➢Ordinance is Very Explicit and Lacks Flexibility •Even Small Modifications Require Full City Council Action ➢Eligibility is Highly Restrictive, but Adjustment Amount is Not Restricted 4ID#21-2304 -December 7, 2021 4 Analysis 4ID#21-2304 -December 7, 2021 438 5ID#21-2304 -December 7, 2021 5 Recommendation Recommended Ordinance Requirements The City Must Provide a Billing Assistance Program for Water Leaks Leaks Must Be Corrected and Required Permits and Inspections Obtained Program Policy Must Be on File with the City and Posted on the Website All Program Updates Require City Manager Approval City Council Must Receive Notification of Updates Prior to Implementation Program performance overview must be provided to City Council annually 5ID#21-2304 -December 7, 2021 5 Modify Ordinance Language to: •Require Program and Formalize Program Expectations •Maintain Program Details in a Required Internal Policy 39 6ID#21-2304 -December 7, 2021 6 Recommendations -Program Policy Recommended Policy Guidelines Submission Timeframe Repair Complete: 1 Month of Detection Submitted: 60 Days from Repair Completion Months Covered Up to 2 Consecutive Required Increase 50% Higher than Average Usage for that Month Eligible Charges Refund 50% of Up to 100,000G Excess Usage Leaks Covered All Indoor; Outdoor No Sprinklers or Pools Repair Proof Itemized, Paid Repair Bills Frequency 1 per 12 Rolling Months 40 Recommendations Meet the Following Program Goals: •Alignment with Other Municipalities •Increased Program Access and Greater Ability to Assist Customers •Simplified Qualification Guidelines and Adjustment Calculation •Protection of Homeowners and Security of the Water System Seeking Direction on Two Recommendations: 1.Approval of Ordinance Requiring a Separate Leak Adjustment Policy 2.Approval of Updating Policy Provisions as Presented Next steps: •Return with Ordinance for Council Consideration 7ID#21-2304 -December 7, 2021 7 Goals and Direction 7ID#21-2304 -December 7, 2021 741 Questions Christa Foster, Customer Service Manager Customer Service and Public Affairs 8ID#21-2304 -December 7, 2021 8ID#21-2304 -December 7, 2021 842 Created: 2021-11-29 11:26:12 [EST] (Supp. No. 32, Update 4) Page 1 of 1 Sec. 26-128. Adjustments in bills for losses from hidden water leaks. (a) Definitions. The following words, terms and phrases, when used in this section, shall have the meanings ascribed to them in this subsection, except where the context clearly indicates a different meaning. Excess usage means the difference in the greatest normal usage of water at a service location and the actual amount of water metered and billed in the billing month for which the adjustment is requested at the service location. Greatest normal usage means that amount of water metered at the customer's service location in the billing month of greatest consumption during the previous twelve (12) consecutive billing months or, if there is less than twelve (12) prior billing months, the greatest consumption during any prior billing month, prorated to the number of days in the billing month for which the adjustment is requested. Hidden water leak means any leak of a water pipe or water line caused by deterioration, corrosion, natural forces or other similar cause which is not immediately and reasonably detectable from the surface of the ground. The term "hidden water leak" does not include any leak to a customer's fixtures, or appliances, or equipment. Included in the term "fixtures, appliances, or equipment" are leaks related to the following, without limitation: a sprinkler system, or washing machine, or water heater, or lavatory, or toilet. Substantial increase in water usage means an increase in the amount of water metered and billed at the customer's service location for the billing month for which the adjustment is requested which is in excess of fifty (50) percent of the greatest normal usage for that service location. (b) Request for adjustment. Any customer who is billed for a substantial increase in water usage during any one (1) billing month due to a hidden water leak may request and receive an adjustment in the amount billed for water and sewer usage for that month in accordance with the provisions of this section. (c) Written request. Any customer requesting an adjustment pursuant to this section shall make the request in writing to the customer service department on forms provided for that purpose. A request for an adjustment based upon a hidden water leak shall state the location and cause of the leak, the date it was first discovered and the date of, and the person making the repair, with attached copies of itemized, paid repair bills. All requests shall be submitted no later than thirty (30) days of the due date of the monthly bill for which an adjustment is sought. (d) Adjustment allowed. A request for an adjustment in a monthly bill for water and sewer usage shall be granted if it meets all of the following conditions: (1) A request, with all required information, is filed within the required time, and (2) The requested adjustment is for a monthly billing in which there was a substantial increase in water usage resulting from a hidden water leak, and (3) There has not been an adjustment made in the monthly billing for water and sewer usage at the same service location within the prior thirteen (13) months under the provisions of this section; and (4) Previous adjustments were not given at the same service location for leaks of the same nature as leaks which are the subject of a claim under this section. (e) Amount of adjustment. If an adjustment is granted under this section, the customer's account shall be credited by billing the customer for the excess usage of water and sewer at the service location for the month in which the adjustment is granted at a reduced rate established by the city council and which rate is on file in the office of the city secretary. (Code 1966, § 25-36; Ord. No. 2001-200, § 1, 5-15-01; Ord. No. 2005-092, § 1, 3-22-05) 43 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2477,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding a requested follow-up from a November 2,2021 work session on the display of non-government related flags at City of Denton facilities and requested options for recognition. [Estimated Presentation/Discussion Time: 45 minutes] City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™44 _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Sara Hensley DATE: December 7, 2021 SUBJECT Receive a report, hold a discussion, and give staff direction regarding a requested follow-up from a November 2, 2021 work session on the display of non-government related flags at City of Denton facilities and requested options for recognition. BACKGROUND On June 15, 2021, Council held a work session to discuss flag policy options for flying non-government- related flags at City buildings, including a request by Council Member Armintor to fly the LGBTQ Pride Month flag and a Juneteenth flag for the month of June, which was made just a week earlier on June 8. Staff quickly prepared a work session for June 21, 2021 with background information on the current process for Mayoral proclamations and some options for flying of non-government related flags at City of Denton facilities for Council discussion, including: • Option 1: Council initiates the flying of symbolic flags through resolution. • Option 2: Create a policy to accept requests from a person or group to be considered, providing parameters and a process for review and approval. • Option 3: Only display U.S., State and City-related flags. Continue to provide recognition upon request through proclamations or other means. There was not clear Council consensus in the work session, but a majority of Council were interested in continuing the discussion to determine if an Option 2 policy and program could be developed for a separate community flagpole. Mayor Hudspeth recognized June 2021 as Pride Month with a proclamation and also worked with City to recognize Pride Month on the Civic Center electronic marquee with a digital flag. Currently, Article II, Section 2-29(f)(5) of the Code of Ordinances outlines the process and sets limitations for recognition by proclamation. “The mayor or presiding officer may deliver and present proclamations upon the request of citizens. Proclamations may encompass any activity or theme except that proclamations with a theme religious or partisan in nature shall not be presented. Moreover, proclamations shall not be used for any commercial or advertising purpose.” The process for obtaining a proclamation from the Mayor currently includes making the request to staff, Mayoral approval to place on an agenda, and working directly with the organization to schedule and develop the proclamation. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 45 Following that discussion, staff presented a follow-up work session on November 2, 2021 to get Council direction about a more comprehensive Flag Program. During the November work session, staff presented the following options. Updating and Enhancing Current Proclamation and Recognition Process Going forward, groups or individuals receiving proclamations might request to be recognized in additional ways depending upon availability of resources. Some of these examples are as follows: o Lead the Pledge of Allegiance at the Council meeting o Social Media post o Message on Civic Center marquee o Recognition on City’s website with link to organization o Quick highlight on DTV with video or pictures from the meeting Create a Policy and Community Flag Pole Program Another option for recognition might include groups or individuals requesting to display their flag on a newly-established flag pole to commemorate an event or occasion. There was Council interest in getting more information on creating a policy and a community flagpole program to recognize certain commemorative or organizational flags. Council indicated an initial preference to create a policy whereby staff could administratively approve requests. the following is a draft outline of program elements to be considered and developed further into a draft policy for adoption: Council-Initiated Flag Display Program Alternatively, Council could discuss and direct staff to undertake a form of a Council-Initiated program as previously presented in June 2021. By this method, Council would approve which flags would be flown at City facilities. Based upon provided Council direction, staff would draft a Resolution for Council to consider for approval and action detailing which flags are to be flown and when (e.g., this could be on an annual schedule). DISCUSSION During the work session on November 2, staff understood that there is a consensus of Council Members that would like to move forward with a Flag recognition program, however there was not consensus reached on the nature of the program. During this work session on December 7, staff is presenting two options for Council consideration: • Option 1: Create a Free Speech Pole o Groups or individuals could request to display their flag on a newly-established Flag Pole to commemorate an event or occasion o There can be limits on time, space, and manner of display; but there cannot be any restrictions on content, including what is listed below and any other local tie-in guidelines. o This would be automatically approved by staff based on scheduling availability. • Option 2: Create a Government Speech Pole o Groups or individuals could request to display their flag on a newly-established Flag Pole to commemorate an event or occasion. o There can be limits on time, space, manner of display, and may allow restrictions based on program eligibility. o City Council would approve the upcoming calendar of Flags through a resolution placed on the Consent Agenda each month. o If the Council would like to proceed with this option, staff recommends delaying until the current “Boston Model” court case that will be heard by the Supreme Court that will 46 further define limitations are allowable under “Government Speech” is decided (expected Spring 2022). Information about potential program guidelines for both options are included in the presentation. If the City Council would like to proceed with flying specific flags while awaiting the Supreme Court’s decision, there is a Council-Initiated option to fly additional flags, as previously presented in June 2021. This option is Council-driven to determine which flags are flown during specific time periods, rather than it be on a community-request basis. In this scenario, staff drafts a Resolution for Council to consider for approval of and action detailing which flags are to be flown and when, potentially on an annual schedule. Once the schedule is determined, Council could handle on a case-by-case basis, amending the resolution when Council wants to add or remove certain flags. If a resolution were established, a Council Member wishing to amend or revise the resolution would need to schedule a two-minute pitch for staff to prepare an amended resolution for consideration. This could be considered an act of “government speech” because it is initiated by the City Council, rather than a community group, and is the most legally-defensible option. Staff is seeking the direction that the Council would like to provide for these options and will develop program guidelines based on the discussion. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Respectfully Submitted: Stuart Birdseye Deputy Director of Customer Service And Public Affairs 47 Flag Policy Discussion Follow Up December 7, 2021City Council Meeting 48 Background •On November 2, 2021, staff provided a follow-up presentation regarding a potential flag pole installation to display the flags of organizations or individuals, and additional potential additions to current recognition practices. •During the Work Session, staff understood there to be a consensus to install a new flag pole for this purpose at the Civic Center, however did not receive consensus on the nature of the pole. •Today, staff will provide two options discussed during the November 2 Work Session. •Option 1:Create a Free Speech Pole •Option 2:Create a Government Speech Pole December 7, 2021 ID 21-2477 2 49 Option 1: Create a Free Speech Pole •Groups or individuals could request to display their flag on a newly-established Flag Pole to commemorate an event or occasion •There can be limits on time, space, and manner of display; but there cannot be any restrictions on content, including what is listed below and any other local tie-in guidelines. •This would be automatically approved by staff based on scheduling availability. 3December 7, 2021 ID 21-2477 50 Option 2: Create a Government Speech Pole •Groups or individuals could request to display their flag on a newly-established Flag Pole to commemorate an event or occasion. •There can be limits on time, space, manner of display, and may allow restrictions based on program eligibility. •City Council would approve the upcoming calendar of Flags through a resolution placed on the Consent Agenda each month. •If the Council would like to proceed with this option, staff recommends delaying until the current “Boston Model”court case that will be heard by the Supreme Court that will further define limitations are allowable under “Government Speech” is decided (expected Spring 2022). 4December 7, 2021 ID 21-2477 51 Flag Pole Program Details 5 Component Draft Eligibility (Government Speech only) •Commemorates an event or occasion that is in the public interest of community members of the city of Denton •Any requests or flags deemed to be inappropriate or offensive in nature or those supporting partisan or religious themes shall not be approved •Any requests or flags with a commercial or advertising purpose shall not be approved Application (Both) •Staff would set a timeframe for applications to open to be able to coordinate scheduling, and groups must apply at least sixty (60) days in advance of the requested date Approval Process (Government Speech Only) •Staff recommends providing a standing monthly resolution for Council approval of requests (Consent Agenda) •Council is in the best position to determine what is in the “public interest” or what is “inappropriate” or “offensive” as this can vary widely and could put staff in a very difficult position; staff does not recommend an administrative approval process Location and Installation (Both) •Staff recommends a flag pole location near the Civic Center Marquee •Staff estimates a one-time cost of $3,000 to install a 20-foot flag pole; would take an estimated 6-10 weeks to order and install December 7, 2021 ID 21-2477 52 Flag Pole Program Details 6 Component Draft Provision of Flag (Both) •Flag would be provided by community groups; must meet City specifications for size and material Raising of Flag (Both) •If approved, raising of the flag would be done during a regular City business day and hours Length of Display (Both*) •To ensure all eligible requests have the opportunity to be recognized, staff recommends limiting groups to one request per year with a one-week maximum display period Risks (Government Speech) •City could be challenged and face legal action if a request is denied •Any requests meeting basic criteria would have to be approved per the policy *Flags on the Free Speech Pole could be limited to one-week maximum per flag, but could not be limited to one request per year. December 7, 2021 ID 21-2477 53 Direction •Staff is seeking direction on the following: o Option 1: Free Speech Flag Pole o Option 2: Government Speech Flag Pole o Does Council wish to delay with program until the Supreme Court case is decided (expected Spring 2022) o Revisit Previous Recommendation: Revisit Council-Initiated option to fly additional flags previously presented in June 2021 •Staff will take the direction received today and develop program guidelines. 7December 7, 2021 ID 21-2477 54 Previous Option: Council-Initiated (presented in June 2021) What does this look like? •Council driven for which flags should be flown at City facilities. •Based upon Council direction, staff drafts a Resolution for Council to consider for approval of and action detailing which flags are to be flown and when (could be an annual schedule) Considerations: •Council could handle on a case-by-case basis, amending the resolution when Council wants to add or remove certain flags o If a resolution were established, a Council Member wishing to amend or revise the resolution would need to schedule a two-minute pitch for staff to prepare an amended resolution for consideration. •Could be considered an act of “government speech”; most defensible option •City would purchase and own the flags as a City-initiated process 8December 7, 2021 ID 21-2477 55 Questions? 9December 7, 2021 ID 21-2477 56 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2552,Version:1 AGENDA CAPTION Recognition: Chief Dixon/Advocate Award City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™57 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2505,Version:1 AGENDA CAPTION Ms. Eli Agawu regarding support for cannabis decriminalization in the City of Denton. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™58 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2704,Version:1 AGENDA CAPTION Mr. Stephen Dillenburg follow up to comments made on November 16, 2021 regarding general public welfare concerns. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™59 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2651,Version:1 AGENDA CAPTION Consider approval of the minutes of November 9 and November 16, 2021. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™60 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Secretary’s Office ICM: Sara Hensley DATE: December 7, 2021 SUBJECT Consider approval of the minutes of November 9 and November 16, 2021. BACKGROUND The minutes drafts are provided for review and formal approval by the City Council. EXHIBITS Exhibit 1 – AIS Exhibit 2 – November 9, 2021 Minutes Draft Exhibit 3 – November 16, 2021 Minutes Draft Respectfully submitted: Rosa Rios City Secretary City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 61 CITY OF DENTON CITY COUNCIL MINUTES November 9, 2021 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, November 9, 2021, at 2:00 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas PRESENT: Mayor Gerard Hudspeth, Mayor Pro Tem Paul Meltzer and Council Members Vicki Byrd, Brian Beck, Jesse Davis, Alison Maguire, and Deb Armintor ABSENT: None Also present were Interim City Manager Sara Hensley and City Attorney Mack Reinwand. The posted agenda noted the registration process for public participation at this virtual meeting. However, there were no online registrations or call ins on any items on the agenda. WORK SESSION 1. Citizen Comments on Consent Agenda Items None 2. Requests for clarification of agenda items listed on this agenda. • Clarification was requested on the following item: o Council Member Armintor: Item 1.F (21-2479) • The following item was pulled for Individual Consideration: o Council Member Armintor: Item 1.F (21-2479) 3. Work Session Reports A. ID 21-2425 Receive a report, hold a discussion, and give staff direction on the development of the draft of a Comprehensive Solid Waste Management Strategy for the City of Denton. * [Council Priority; Estimated Presentation/Discussion Time: 90 minutes] The item was presented and discussion followed. Scott Pasternak, with Burns & McDonnell consulting firm, also presented on the item. Following discussion, there was no direction provided as the item was for presentation/discussion purposes. 62 City of Denton City Council Minutes November 9, 2021 Page 2 B. ID 21-2037 Receive a report, hold a discussion, and give staff direction regarding an update on Police Headquarters. [Estimated Presentation/Discussion Time: 45 minutes] The item was presented and discussion followed. Chris Squadra, Founder/Principal of Peak Program Value, LLC, presented on the item. Following discussion, there was no direction provided as the item was for presentation/discussion purposes. The work session was recessed at 3:33 p.m. for a short break and reconvened at 3:44 p.m. C. ID 21-2100 Receive a report, hold a discussion, and give staff direction regarding drafting of a comprehensive non-discrimination ordinance for the city of Denton. [Estimated Presentation/Discussion Time: 90 minutes] At Mayor Pro Tem Meltzer’s request, City Council convened into an Executive Session at 3:45 p.m. under Texas Open Meeting Act, Section 551.071 (Consultation with Attorney), to deliberate the specifics of the information provided in Tuesday, November 9, 2021, Legal Status Report as related to the proposed comprehensive non-discrimination ordinance. The Executive Session started at 3:51 p.m. and ended at 4:22 p.m. No votes or actions were taken during the Executive Session. The work session reconvened at 4:28 p.m. The item was presented and discussion followed. Following discussion, consensus was to proceed with the following: • Add a provision prohibiting discrimination based on source of income for veterans; • Establish a clear enforcement mechanism, possibly Class C Misdemeanor, if unable to conciliate; • Use of a contracted firm on an as-needed basis to handle the initial review, and if required, the investigation and conciliation stages of a complaint; and if investigated or conciliated, contracted firm makes a recommendation to City staff; • Provide for a robust public comment period once the draft ordinance is developed; and • Present a more concise draft ordinance for discussion/review at the January 11, 2022 meeting. 63 City of Denton City Council Minutes November 9, 2021 Page 3 D. ID 21-2429 Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response. * [Council Priority; Estimated Presentation/Discussion Time: 30 minutes] The item was presented and discussion followed. Following discussion, City Council consensus was to prepare a draft Order that extends the provisions of the Sixteenth Order of Council through December 31, 2021 for consideration at the November 16, 2021 meeting. E. ID 21-1763 Receive a report, hold a discussion, and give staff direction on pending City Council requests for: 1) A proposed Council resolution to DCTA from No Bus Cuts Denton [Estimated Presentation/Discussion Time: 30 minutes] • Item 21-1763 1) A proposed Council resolution to DCTA from No Bus Cuts Denton o No consensus for a resolution. The work session ended at 6:10 p.m. SPECIAL CALLED MEETING After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Special Called Meeting on Tuesday, November 9, 2021, at 6:47 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Gerard Hudspeth, Mayor Pro Tem Paul Meltzer and Council Members Vicki Byrd, Brian Beck, Jesse Davis, Alison Maguire, and Deb Armintor ABSENT: None Also present were Interim City Manager Sara Hensley and City Attorney Mack Reinwand. The posted agenda noted the registration process for public participation at this virtual meeting. However, there were no online registrations or call ins on any items on the agenda. Mayor Hudspeth allowed Ms. Eva Grecco, 802 W. Oak Street Apt. 5, to address the City Council regarding Work Session Items 1.A (21-2425) and 1.E (21-7163). 1. CONSENT AGENDA The Consent Agenda consisted of Items 1. A-I. During the Work Session held earlier in the day, Item 1.F (21-2479) was pulled for Individual Consideration by Council Member Armintor. 64 City of Denton City Council Minutes November 9, 2021 Page 4 Council Member Beck moved to adopt the Consent Agenda, now consisting of Items 1.A-E and 1.G-I. Motion seconded by Council Member Maguire. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire, and Armintor NAYS (0): None A. ID 21-2210 Consider approval of the minutes of October 19, October 26, and November 1, 2021. APPROVED B. ID 21-2251 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton and Denton Black Chamber of Commerce, Inc. for the purpose of the 2022 Denton Blues Festival and Young Minority Entrepreneurs Program sponsorship; providing for the expenditure of funds; and providing for an effective date. ($5,000 - Community Partnership Committee recommends approval 3-0) ASSIGNED ORDINANCE NO. 21-2251 C. ID 21-2303 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Verint Americas Inc., dba Verint Systems Inc., for a 311/CRM software solution for the Customer Service and Public Affairs Departments; providing for the expenditure of funds therefor; and providing an effective date (RFP 7446 - awarded to Verint Americas Inc., dba Verint Systems Inc., for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $1,300,000). The Public Utilities Board recommends approval (7 - 0). ASSIGNED ORDINANCE NO. 21-2303 D. ID 21-2304 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with N. Harris Computer Corporation, for the purchase of SilverBlaze, utility billing software to be used by the Customer Service Department, which is the sole provider of this software, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; providing for the expenditure of funds therefor; and providing an effective date (File 7621 - awarded to N. Harris Computer Corporation, for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $761,008.78). The Public Utilities Board recommends approval (7 - 0). ASSIGNED ORDINANCE NO. 21-2304 E. ID 21-2381 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with KBS Electrical Distributors, Inc., for OPGW Conductors and Accessories for Denton Municipal 65 City of Denton City Council Minutes November 9, 2021 Page 5 Electric to be stocked in the City of Denton Warehouse; providing for the expenditure of funds therefor; and providing an effective date (IFB 7810 - awarded to KBS Electrical Distributors, 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 $575,000.00). ASSIGNED ORDINANCE NO. 21-2381 G. ID 21-2260 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to expend funds for payment by the City to the Texas Commission on Environmental Quality for the annual consolidated Water Quality Fee for operation of the Pecan Creek Water Reclamation Plant; and providing an effective date. (Consolidated Water Quality Fee in the total not-to-exceed amount of $127,000.00). The Public Utilities Board recommends approval (7-0). ASSIGNED ORDINANCE NO. 21-2260 H. ID 21-2261 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to expend funds for payment by the City to the Texas Commission on Environmental Quality for the annual Water System Fee; and providing an effective date. (Water System Fee in the total not-to-exceed amount of $100,000.00). The Public Utilities Board recommends approval (7-0). ASSIGNED ORDINANCE NO. 21-2261 I. ID 21-2316 Consider adoption of an ordinance of the City of Denton authorizing the expenditure of funds for payment by the City for the annual major capital repair ("MCR") and operations and maintenance ("O&M") fees for water storage at Lake Lewisville and Lake Ray Roberts to the U.S. Army Corps of Engineers; and providing an effective date (Water storage MCR and O&M fees in the total amount not to exceed $200,000). The Public Utilities Board recommends approval (7-0). ASSIGNED ORDINANCE NO. 21-2316 ITEM PULLED FOR INDIVIDUAL CONSIDERATION F. ID 21-2479 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute Change Order No. 1 to the Owner-Construction Manager Agreement with Thos. S. Byrne, Inc., for the renovation of Police Headquarters, and construction of the new Police Substation and Firing Range; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7249 - CMAR Change Order No. 1 awarded to Thos S. Byrne, Inc., in the not-to-exceed amount of $6,000,000.00, for a total contract award aggregated to $52,039,401.00). ASSIGNED ORDINANCE NO. 21-2479 The item was pulled for Individual Consideration by Council Member Armintor. The item was not presented or discussed. There were no online registrations or call-ins on the item. 66 City of Denton City Council Minutes November 9, 2021 Page 6 Council Member Davis moved to adopt the item as presented. Motion seconded by Council Member Beck. Motion carried. AYES (6): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, and Maguire NAYS (1): Council Member Armintor 2. ITEMS FOR INDIVIDUAL CONSIDERATION - CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS A. ID 21-1751 Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of various (I) Fee Tracts, (II) Temporary Construction Easements, and (III) a Utility Easement, generally located along Hickory Creek Road from Riverpass Drive to FM 1830, situated in the J. Rogers Survey, Abstract 1084; M. Rogers Survey, Abstracts 1079 and 1080; J. Withers Survey, Abstract 1343; and J. Shultz Survey, Abstract 1223, all in the City and County of Denton, Texas, and more particularly described in the attached Exhibit "A" (collectively, the "Property Interests"); authorizing the City Manager and City Attorney to acquire the Property Interests by agreement if possible, including making all offers required by law; authorizing the use of the power of eminent domain to condemn the Property Interests if agreement cannot be reached; authorizing the City Attorney to file eminent domain proceedings if necessary; authorizing the expenditure of funding; making findings; providing a savings clause; and providing an effective date. ASSIGNED ORDINANCE NO. 21-1751 There were no online registrations or call-ins on the item. The item was presented and discussion followed. Following discussion, Council Member Maguire moved that the City of Denton, after having made the offers required by State law, use the power of eminent domain, if needed, to acquire various fee tracts, temporary construction easements, and a utility easement generally located along Hickory Creek Road between Riverpass Drive and FM 1830, and being situated in the J. Rogers Survey, Abstract 1084; M. Rogers Survey, Abstracts 1079 and 1080; J. Withers Survey, Abstract 1343; and J. Shultz Survey, Abstract 1223, all in the City of Denton, Denton County, Texas, and more particularly described in Exhibit “A” to the ordinance now under consideration and on the screen to be displayed to the audience, all of which are for a valid public use, necessary to construct a four-lane extension and realignment of Hickory Creek Road from Riverpass Drive to FM 1830, to serve the public and citizens of the City of Denton. Motion seconded by Council Member Davis. Each page of Exhibit A of the proposed ordinance was displayed prior to the vote for adoption. 67 City of Denton City Council Minutes November 9, 2021 Page 7 Mayor Hudspeth republished Council Member Maguire’s motion, seconded by Council Member Davis, that the City of Denton, after having made the offers required by State law, use the power of eminent domain, if needed, to acquire various fee tracts, temporary construction easements, and a utility easement generally located along Hickory Creek Road between Riverpass Drive and FM 1830, and being situated in the J. Rogers Survey, Abstract 1084; M. Rogers Survey, Abstracts 1079 and 1080; J. Withers Survey, Abstract 1343; and J. Shultz Survey, Abstract 1223, all in the City of Denton, Denton County, Texas, and more particularly described in Exhibit “A” to the ordinance now under consideration and on the screen to be displayed to the audience, all of which are for a valid public use, necessary to construct a four-lane extension and realignment of Hickory Creek Road from Riverpass Drive to FM 1830, to serve the public and citizens of the City of Denton. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire, and Armintor NAYS (0): None 3. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 21-2467 Consider approval of a resolution of the City of Denton stating no objection to the Primrose at Sequoia Park, LP 4% housing tax credit application to Texas Department of Housing and Community Affairs for proposed acquisition and rehabilitation of Primrose at Sequoia Park Apartments in Denton, Texas to provide affordable rental housing; and providing an effective date. ASSIGNED RESOLUTION NO. 21-2467 There were no online registrations or call-ins on the item. The item was presented and commentary followed. Following commentary, Mayor Pro Tem Meltzer moved to approve the item as presented. Motion seconded by Council Member Armintor. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire, and Armintor NAYS (0): None B. ID 21-2468 Consider approval of a resolution of the City of Denton stating no objection to the Rosemont at Pecan Creek, LP 4% housing tax credit application to Texas Department of Housing and Community Affairs for proposed acquisition and rehabilitation of Rosemont at Pecan Creek Apartments in Denton, Texas to provide affordable rental housing; and providing an effective date. ASSIGNED RESOLUTION NO. 21-2468 There were no online registrations or call-ins on the item. 68 City of Denton City Council Minutes November 9, 2021 Page 8 The item was presented and no discussion followed. Mayor Pro Tem Meltzer moved to approve the item as presented. Motion seconded by Council Member Byrd. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire, and Armintor NAYS (0): None C. ID 21-2140 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to enter into a Development Agreement between the City of Denton and BJH Johnson Properties LTD, for the dedication of park land for a city park at the Audra Oaks Development; authorizing acceptance of land; and providing an effective date. ASSIGNED ORDINANCE NO. 21-2140 There were no online registrations or call-ins on the item. The item was presented and discussion followed. Following discussion, Council Member Armintor moved to adopt the item as presented. Motion seconded by Council Member Beck. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Byrd, Beck, Davis, Maguire, and Armintor NAYS (0): None 4. CONCLUDING ITEMS Council Members expressed items of interest. With no further business, the meeting was adjourned at 7:22 p.m. ____________________________________ ____________________________________ GERARD HUDSPETH CATHY WELBORN MAYOR ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: ____________________________________ 69 CITY OF DENTON CITY COUNCIL MINUTES November 16, 2021 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, November 16, 2021, at 2:00 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT IN PERSON: Mayor Gerard Hudspeth, Mayor Pro Tem Paul Meltzer and Council Members Brian Beck, Jesse Davis, Alison Maguire, and Deb Armintor ABSENT: Council Member Byrd Also present were Interim City Manager Sara Hensley and City Attorney Mack Reinwand. The posted agenda noted the registration process for both in-person, call-in, and virtual public participation at this meeting. While citizen commentary received via the online registration process was not read, each member for the City Council received each online commentary as it was submitted. Both in-person, call-in, and online comments received are reflected in the exhibit to the minutes of this meeting. WORK SESSION 1. Citizen Comments on Consent Agenda Items None 2. Requests for clarification of agenda items listed on this agenda. • Clarification was requested on the following items: o None • The following item was pulled for Individual Consideration: o None 3. Work Session Reports A. ID 21-1980 Receive a report, hold a discussion, and give staff direction regarding the drawing of council districts. [Estimated Presentation/Discussion Time: 120 minutes] The item was presented and discussion followed. Bob Heath with Bickerstaff Heath Delgado Acosta, LLC, led the presentation. Following discussion, City Council consensus was to have staff/consultant bring back a map to start drawing at a future meeting. 70 City of Denton City Council Minutes November 16, 2021 Page 2 B. ID 21-2284 Receive a report, hold a discussion, and give staff direction regarding board/commission processes: • Inclusivity (voter registration, residency) • Special Qualifications [Estimated Presentation/Discussion Time: 60 minutes] The item was presented and discussion followed. Following discussion, City Council consensus was reached on the following items, with Staff to provide an update to City Council. • Animal Shelter Advisory Committee – Remove "Three people who are not involved by occupation or membership in any of the above categories" as those are not mandated by State law." • Board of Ethics – Remove "Preference" qualifications [Note: Attorney is also noted as a current Preference.] • Committee on Persons with Disabilities – Remove residency requirement for nominees (Districts 1-4) • Historic Landmark Commission – Remove the “Certified Public Accountant” special qualification requirement. The work session ended at 4:08 p.m. CLOSED MEETING 1. The City Council convened into a Closed Meeting at 4:08 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows. A. ID 21-2471 Deliberations Regarding Certain Public Power Utilities Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive a report from staff related to a possible amendment to the Power Purchase Agreement (PPA) between the City of Denton and Samson Solar Energy, LLC; 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. NOT DELIBERATED The item related to Consent Agenda Item 4.J (21-2472) scheduled for consideration later in the day. 71 City of Denton City Council Minutes November 16, 2021 Page 3 B. ID 21-2422 Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the employment, evaluation, duties, discipline, or dismissal of the Interim City Manager. DELIBERATED The closed meeting started at 4:23 p.m. and ended at 5:52 p.m. No votes or actions were taken during the closed meeting. REGULAR MEETING After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Regular Meeting on Tuesday, November 16, 2021, at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Gerard Hudspeth, Mayor Pro Tem Paul Meltzer and Council Members Brian Beck, Jesse Davis, Alison Maguire, and Deb Armintor ABSENT: Council Member Byrd Also present were Interim City Manager Sara Hensley and City Attorney Mack Reinwand. The posted agenda noted the registration process for both in-person, call-in, and virtual public participation at this meeting. While citizen commentary received via the online registration process was not read, each member for the City Council received each online commentary as it was submitted. Both in-person, call-in, and online comments received are reflected in the exhibit to the minutes of this meeting. 1. PLEDGE OF ALLEGIANCE A. U.S. Flag and B. Texas Flag 2. PROCLAMATIONS/PRESENTATIONS A. ID 21-2465 Proclamation: Denton 360° PRESENTED 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. 72 City of Denton City Council Minutes November 16, 2021 Page 4 B. Reports from members of the public 1) Receive Scheduled Citizen Reports from Members of the Public A. Mr. Stephen Dillenburg, 1001 Abbots Lane, regarding general public welfare concerns. PRESENTED 2) Additional Citizen Reports (Open Microphone) None 4. CONSENT AGENDA The Consent Agenda consisted of Items 4.A-S. During the Work Session held earlier in the day, no items were pulled for Individual Consideration. Council Member Maguire moved to adopt the Consent Agenda as presented. Motion seconded by Council Member Davis. Motion carried. AYES (6): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Beck, Davis, Maguire, and Armintor NAYS (0): None ABSENT (1): Council Member Byrd A. ID 21-2376 Consider approval of the minutes of November 2, 2021. APPROVED B. ID 21-2373 Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Zoning Board of Adjustment. APPROVED Appointment listed on Exhibit B. C. ID 21-2506 Consider approval of a resolution of the City of Denton, concurring with the City Manager’s reorganization of the City’s administrative departments and divisions; authorizing the expenditure of funds in connection with the reorganization; and providing an effective date. ASSIGNED RESOLUTION NO. 21-2506 73 City of Denton City Council Minutes November 16, 2021 Page 5 D. ID 21-1923 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a funding agreement between the City and The Salvation Army, a Georgia Corporation to provide Community Development Block Grant and Community Development Block Grant-Coronavirus funds for The Salvation Army KARE Kitchen and Food Pantry Program in Denton, Texas; authorizing the expenditure of funds in an amount not to exceed $35,000.00; and providing an effective date. ASSIGNED ORDINANCE NO. 21-1923 E. ID 21-1938 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a Memorandum of Understanding by and between the United Way of Denton County, Inc. and the City of Denton and providing for the expenditure of funds for Homelessness Initiatives in the amount of $80,000 for partial funding for staffing of the program in furtherance of the coordinated system of homelessness assistance programs; authorizing the expenditure of funds therefor; and providing an effective date. ASSIGNED ORDINANCE NO. 21-1938 F. ID 21-1939 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a Memorandum of Understanding by and between the City of Denton and United Way of Denton County, Inc. providing for the expenditure of funds in the amount of $40,000 for a grant to fund the Barriers Fund for the prevention and diversion of homelessness in furtherance of the coordinated system of homeless assistance programs; authorizing the expenditure of funds therefor; and providing an effective date. ASSIGNED ORDINANCE NO. 21-1939 G. ID 21-1940 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a Memorandum of Understanding by and between the City of Denton and United Way of Denton County, Inc. providing for the expenditure of funds in the amount of $18,850 for a grant to fund Homeless Management Information System (HMIS) Licenses in furtherance of the coordinated system of homeless assistance programs; authorizing the expenditure of funds therefor; and providing an effective date. ASSIGNED ORDINANCE NO. 21-1940 H. ID 21-2500 Consider adoption of an ordinance of the City of Denton approving a grant application from 3 Wishes Market LLC located at 108 W. Oak St., Ste. 101, from the Downtown Reinvestment Grant Program not to exceed $1,205.00; and providing for an effective date. The Downtown Denton Tax Increment Reinvestment Zone No.1 Board recommends approval (6-0). ASSIGNED ORDINANCE NO. 21-2500 74 City of Denton City Council Minutes November 16, 2021 Page 6 I. ID 21-2442 Consider approval of a resolution declaring that the purposes of the Decommissioning Reserve Account under the Joint Operating Agreement between the Texas Municipal Power Agency and the cities of Bryan, Denton, Garland, and Greenville have been accomplished and approving a reduction of the required account balance of the Decommissioning Reserve Account; and providing an effective date. ASSIGNED RESOLUTION NO. 21-2442 J. ID 21-2472 Consider adoption of an ordinance of the City Council of the City of Denton ("Denton") providing for, authorizing, and approving the execution by the city manager of a first amendment to the Power Purchase Agreement ("PPA") between Denton and Delilah Solar Energy LLC, a Delaware limited liability company ("Delilah"), the successor in interest to Samson Solar Energy LLC; approving the execution of such other and further related documents deemed necessary to effectuate the transactions contemplated under the first amendment to the PPA by the city manager which are incident to or related to the first amendment to the PPA; finding that Texas local government code §552.022(a)(15) applies to such amendment to the PPA and excepts the procurement of electricity from the requirements of competitive bidding; finding that the purchase of capacity and energy made by Denton under the terms of the first amendment to the PPA are in the public welfare; authorizing the expenditure of funds; determining that specific information contained in documents involved in this transaction pertain to a "competitive electric matter" as set forth under the provisions of §§551.086 and 553.133 of the Texas government code; allowing the public to inspect and reproduce the PPA as redacted; and providing an effective date. ASSIGNED ORDINANCE NO. 21-2472 The item related to Closed Meeting Item 1.A (21-2471) but was not deliberated earlier in the day. K. ID 21-2445 Consider approval of a resolution revising Administrative Policy No. 403.07 "Debt Service Management" and providing for an effective date. ASSIGNED RESOLUTION NO. 21-2445 L. ID 21-2393 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of Change Order No. 1 to the contract between the City of Denton and Jagoe-Public Company for the Hickory Creek Road Widening Project; providing for the expenditure of funds therefor; and providing an effective date (File 6903 - Change Order No. 1 in the not-to-exceed amount of $167,960.50, for a total contract award aggregated to $5,488,830.50). The Public Utilities Board recommends approval (5 - 0). ASSIGNED ORDINANCE NO. 21-2393 M. ID 21-2394 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a second amendment to a Professional Services Agreement between the City of Denton and Kimley-Horn and Associates, Inc., amending the contract approved by City Council on January 14, 2020, in the not-to-exceed 75 City of Denton City Council Minutes November 16, 2021 Page 7 amount of $1,398,600.00; amended by Amendment 1 approved by the City Council; said second amendment to provide additional design engineer services and hydraulic analysis in support of the Northwest Booster Pump Station and Water Transmission Main project; providing for the expenditure of funds therefor; and providing an effective date (File 6590- 081 - providing for an additional second amendment expenditure amount not-to-exceed $248,500.00, with the total contract amount not-to-exceed $1,773,400.00). The Public Utilities Board recommends approval (6 - 0). ASSIGNED ORDINANCE NO. 21-2394 N. ID 21-2395 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Service Agreement with Kimley-Horn and Associates Inc., to provide regulatory permitting/approval support, process evaluation, design services, bidding assistance, construction administration, and commissioning/startup support for the Granada Lift Station Replacement Project for the Water Utilities Division; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7574-008 - awarded to Kimley-Horn and Associates Inc., in the not-to- exceed amount of $159,300.00). The Public Utilities Board recommends approval (6 - 0). ASSIGNED ORDINANCE NO. 21-2395 O. ID 21-2434 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Industrial Power Truck & Equipment, through the TIPS Cooperative Purchasing Network Contract # 200802, for the purchase of one (1) Isuzu/NewWay rear load refuse truck for the Solid Waste Department; providing for the expenditure of funds therefor; and providing an effective date (File 7834 - awarded to Industrial Power Truck & Equipment, in the not-to-exceed amount of $154,797.49). The Public Utilities Board recommends approval (6 - 0). ASSIGNED ORDINANCE NO. 21-2434 P. ID 21-2435 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, for approval of a pre-qualified professional services list of State Certified firms to provide architectural, engineering, and other services as customarily provided for municipal, vertical construction projects for the Facilities Management Department; and providing an effective date (RFQ 7818 - for a three (3) year term). ASSIGNED ORDINANCE NO. 21-2435 Q. ID 21-2440 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a third amendment to a Professional Services Agreement between the City of Denton and Freese and Nichols, Inc., amending the contract approved by City Council on June 21, 2016, in the not-to-exceed amount of $654,135.00; amended by Amendments 1-2 approved by the City Council and Purchasing; 76 City of Denton City Council Minutes November 16, 2021 Page 8 said third amendment for phase 3 archeological recovery tasks and to provide additional design, archeological, environmental services, and railroad coordination for the Hickory Creek Interceptor Phases I and II Project; providing for the expenditure of funds therefor; and providing an effective date (File 6137 - providing for an additional third amendment expenditure amount not-to-exceed $306,994.00, with the total contract amount not-to-exceed $1,316,974.43). The Public Utilities Board recommends approval (6 - 0). ASSIGNED ORDINANCE NO. 21-2440 R. ID 21-2444 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of the first amendment to a contract extension between the City of Denton and Bean Electrical, Inc., through November 27, 2022, to provide additional traffic signal maintenance services for the Traffic Department; and declaring an effective date (IFB 6897 - extending a contract with Bean Electrical, Inc., to November 27, 2022). ASSIGNED ORDINANCE NO. 21-2444 S. ID 21-2502 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with vendors for the purchase of water and wastewater chemicals for the Water Production and Reclamation Department; providing for the expenditure of funds therefor; and providing an effective date (IFB-BV 7743 - awarded to Chameleon Industries, Inc., Tanner Industries, Inc., DPC Industries Company, Brenntag Southwest, Inc., DPC Industries, Inc., Polydyne, Inc., Petra Chemical Company LLC, PVS Technologies, Inc., Chemtrade Chemicals US LLC, and Pencco, 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 $13,242,875.00). ASSIGNED ORDINANCE NO. 21-2502 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 21-2432 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, confirming the effective period of the declared state of local disaster related to the COVID-19 emergency as provided in Ordinance No. 21-1825 to December 31, 2021; superseding and replacing the Sixteenth Order of Council of the City of Denton issued October 19, 2021 approved by Ordinance No. 21-2342; providing a repealer clause, and providing an effective date. ASSIGNED ORDINANCE NO. 21-2432 The summary of public commentary/registrations are noted in Exhibit A. The item was presented and discussion followed. Citizen comments received are noted in Exhibit A. 77 City of Denton City Council Minutes November 16, 2021 Page 9 Following discussion, Council Member Maguire moved to adopt the item as presented. Motion seconded by Council Member Meltzer. Motion carried. AYES (4): Mayor Pro Tem Meltzer and Council Members Beck, Maguire, and Armintor NAYS (2): Mayor Hudspeth and Council Member Davis ABSENT (1): Council Member Byrd B. ID 21-2392 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Southern Ionics, Inc., for the supply of emissions reagent for the Denton Energy Center; providing for the expenditure of funds therefor; and providing an effective date (IFB 7548 - awarded to Southern Ionics, 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 $2,793,000.00). The Public Utilities Board recommends approval (6 - 0). ASSIGNED ORDINANCE NO. 21-2392 There were no online registrations or call-ins on the item. The item was presented and discussion followed. Following discussion, Council Member Beck moved to adopt the item as presented. Motion seconded by Council Member Maguire. Motion carried. AYES (6): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Beck, Davis, Maguire, and Armintor NAYS (0): None ABSENT (1): Council Member Byrd C. ID 21-2553 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute the CMAR Guaranteed Maximum Price Amendment to the Construction Manager At Risk Contract with Balfour Beatty Construction, LLC, for the renovation of the Loop 288 Project; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7671 - CMAR Guaranteed Maximum Price Amendment awarded to Balfour Beatty Construction, LLC, in the amount of $9,779,701.00, with a total not-to-exceed amount $9,784,701.00). ASSIGNED ORDINANCE NO. 21-2553 There were no online registrations or call-ins on the item. The item was presented and discussion followed. 78 City of Denton City Council Minutes November 16, 2021 Page 10 Following discussion, Council Member Davis moved to adopt the item as presented. Motion seconded by Council Member Maguire. Motion carried. AYES (6): Mayor Hudspeth, Mayor Pro Tem Meltzer and Council Members Beck, Davis, Maguire, and Armintor NAYS (0): None ABSENT (1): Council Member Byrd 6. CONCLUDING ITEMS Council Members expressed items of interest. With no further business, the meeting was adjourned at 7:28 p.m. ____________________________________ ____________________________________ GERARD HUDSPETH ROSA RIOS, CITY SECRETARY FOR ZOLAINA PARKER MAYOR DEPUTY CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: _____________________________________________________ 79 Name Last Address City Agenda Item Position Method Comments Eva Grecco 802 W Oak Street Apt. 5 Denton 21-2432 Opposed In Person Inquired as to the accuracy of the numbers; now up to 17 Orders; why are we sitting here meeting after meeting? Doesn't make sense since there are no consequence's to not enforcing; was told there is none as it cannot be enforced; the 16th Order speaks of a fine but how can that be when the Governor says you can't do; it is not being enforced anywhere; statistics are not accurate; we can do better. November 16, 2021 City Council Regular Meeting - EXHIBIT A Speaker Commentaries/Registrations Online, Email, Phone NOTE: Comments for those citizens addressing the City Council are an abbreviated summary. Information contained within this exhibit includes only commentary for Open Microphone, Consent, Individual Consideration and Public Hearing Items. 80 BOARD/COMMITTEE/COMMISSION COUNCIL PLACE NOMINATING CCM MEMBER FIRST NAME NEW TERM STATUS & QUALIFICATION OR PREFERENCE, IF ANY Zoning Board of Adjustment 3 Davis-3 Anne Smith UNEXPIRED September 1, 2021 Through August 31, 2023 New Agenda item 4.B (ID 21-2373) EXHIBIT B November 16, 2021 81 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2374,Version:1 AGENDA CAPTION Consider nominations/appointments to the City’s Boards,Commissions,and Committees:Animal Shelter Advisory Committee and Internal Audit Advisory Committee. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™82 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Sara Hensley DATE: December 7, 2021 SUBJECT Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Animal Shelter Advisory Committee and Internal Audit Advisory Committee. 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 List Respectfully submitted: Rosa Rios City Secretary City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 83 BOARD/COMMITTEE/COMMISSION COUNCIL PLACE NOMINATING CCM NOMINEE PRESENT TERM NEW TERM STATUS &QUALIFICATION OR PREFERENCE, IF ANY Animal Shelter Advisory Committee 2 Beck-2 Dorcas Johnson N/A UNEXPIREDSeptember 1, 2020throughAugust 31, 2022 New Qualif. 3: Employee of Denton Animal Shelter Animal Shelter Advisory Committee 7 Hudsepth-7 Dani Shaw N/A UNEXPIREDSeptember 1, 2021throughAugust 31, 2023 New Qualif. 2: City Official Internal Audit Advisory Committee ALL - 1 N/A James Wells N/A TBD: Straw Vote to determine staggered terms at first official meeting. NewPref. Qualif. 1: Auditing Internal Audit Advisory Committee ALL - 2 N/A Andrew Triggs N/A TBD: Straw Vote to determine staggered terms at first official meeting. New Pref. Qualif. 1: Auditing BOARDS & COMMISSIONS - NOMINATIONS LISTDecember 7, 2021 84 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2623,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton providing the November 8, 2021 meeting absence of a Library Board Member be excused; and declaring an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™85 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Sara Hensley DATE: December 7, 2021 SUBJECT Consider approval of a resolution of the City of Denton providing the November 8, 2021 meeting absence of a Library Board 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. Library Board Member Kate Margolis reported her absence on November 8, 2021 was due to being out of state at a family gathering 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. Member Margolis 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 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 86 RESOLUTION NO. ____________ A RESOLUTION OF THE CITY OF DENTON PROVIDING THE NOVEMBER 8, 2021 MEETING ABSENCE OF A LIBRARY BOARD 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, Library Board Member Kate Margolis (Member) was absent from the November 8, 2021 meeting, with the purpose of the absence not meeting the criteria for an excused absence, such reason being that she was out of state for a family event; and WHEREAS, the Member has requested City Council excuse the absence from the November 8, 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 Kate Margolis’ absence from the November 8, 2021 Library Board meeting is sufficient to provide the absence be excused. SECTION 2. The Minutes of the November 8, 2021 Library Board 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. 87 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 BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 88 89 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2637,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton providing the November 17,2021 meeting absence of a Planning and Zoning Commission Member be excused; and declaring an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™90 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Sara Hensley DATE: December 7, 2021 SUBJECT Consider approval of a resolution of the City of Denton providing the November 17, 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 Commission Member Tim Smith reported his absence on November 18, 2021 was due to canceled and delayed flights back from a work trip the day of the meeting. 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 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 91 RESOLUTION NO. ____________ A RESOLUTION OF THE CITY OF DENTON PROVIDING THE NOVEMBER 17, 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 November 17, 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 November 17, 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 November 17, 2021 Planning and Zoning Commission meeting is sufficient to provide the absence be excused. SECTION 2. The Minutes of the November 17, 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. 92 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 BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 93 B&C NOTIFICATION OF ABSENCE Per Section 2.83(c) of the Denton City Code, Members who cannot attend the meeting must contact the chairperson or an appropriate staff liaison concerning his or her absence prior to the meeting. Please also include citysecretary@cityofdenton.comin the notification email. MEMBER INFORMATION Name Email Phone Date of absence: ________________________________ 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 Reason for Absence (Select only one criteria, as applicable. If not noted, see section below.) 1.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: _______________________________________________________________________________ ___________________________________________________________________________________________ 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 Reason for Absence (Select only one criteria as applicable If not noted see section below ) Tim Smith ✔ ✔ ✔ ✔ 11/17/2021 Canceled and delayed flights back from a work trip that was scheduled to have be back in DFW by 9:45 am the day of the PZC meeting. Instead, I landed late afternoon - early evening. 94 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-1947,Version:1 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a service agreement with Giving Hope, Inc., providing for street outreach program services in furtherance of the coordinated system of homelessness assistance programs; authorizing the expenditure of funds therefore in an amount not to exceed $64,600.00; and providing an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™95 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Community Services CM/ DCM/ ACM: Sara Hensley DATE: December 2, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a service agreement with Giving Hope, Inc., providing for street outreach program services in furtherance of the coordinated system of homelessness assistance programs; authorizing the expenditure of funds therefore in an amount not to exceed $64,600.00; and providing an effective date. BACKGROUND City Council has provided annual funding in the Program Services Budget for Homelessness Initiatives on September 21, 2021 (21-1986) including $64,600 for Street Outreach (SO) assistance programs. Street Outreach is a critical tool in the City’s response to homelessness. The Street Outreach Team visits people experiencing homelessness, provides them with information on housing, employment, and benefits and connects them to resources they may qualify to receive. In addition to immediate care provided at the point of contact, Street Outreach seeks to perform Coordinated Entry assessments and get individuals connected to community resources including housing. The $64,600 annual Street Outreach grant is a response to that identified need. Using a multidisciplinary outreach team approach, specifically increasing mental/behavioral health support, has been found to improve housing outcomes and stability. To improve outcomes related to moving people from unsheltered to sheltered and permanent housing, the grant seeks to fund mental/behavioral health case management for individuals experiencing homelessness living unsheltered who also have a mental/behavioral health care need. Focused consistent case management (from outreach engagement, to housing transition, to housing maintenance) can lead to improved outcomes for this population. DISCUSSION In anticipation of funding availability, Staff released applications for the Street Outreach (SO) Grant and Rapid Rehousing Grant (RRH) on August 2, 2021, with a due date of August 30, 2021. The process to apply required completion of the grant application packet. The City notified the previous applicants and issued a notice of funding availability for a grant application inviting local shelters and homeless supportive service providers to apply for the grant. The application gathered information that included: Section 1: General Information; Section 2: Project Information; Section 3: Performance Measures; Section 4: Financial Management; Section 5: Timeline; and Section 6: Project Narratives. Section 2 through Section 6 were assigned a point value system to be used to evaluate the grant applications. Agencies submitted the application electronically through Survey Monkey. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 96 Staff received 2 Street Outreach Applications. Staff then coordinated with the Community Services Advisory Committee (CSAC) to review the submitted applications and provide recommendations on funding allocation. On September 17, 2021 the CSAC reviewed the submitted applications, scoring, and presentations received from applicants. The CSAC is recommending to City Council that Giving Hope, Inc, be awarded the $64,600 Street Outreach Grant. The service agreement term is from October 1, 2021 to September 30, 2022. The scope of services and program budget are set forth in the exhibits to the agreement. OPTIONS • Approve the Ordinance; • Do not approve the Ordinance EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance & Service Agreement Respectfully submitted: Dani Shaw Director of Community Services 97 Page 1 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE A SERVICE AGREEMENT WITH GIVING HOPE, INC., PROVIDING FOR STREET OUTREACH PROGRAM SERVICES IN FURTHERANCE OF THE COORDINATED SYSTEM OF HOMELESSNESS ASSISTANCE PROGRAMS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR IN AN AMOUNT NOT TO EXCEED $64,600.00; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (the “City”) and Giving HOPE, Inc. desire to enter into a service agreement in the form attached hereto as Exhibit A (the “Agreement”) to provide for the expenditure of funds for street outreach program services in an amount not to exceed $64,600.00 in furtherance of the coordinated system of homeless assistance programs to reduce homelessness in the City; and WHEREAS, the City adopted a Program Services Budget for Homelessness Initiatives pursuant to Ordinance 21-1986, including $64,600.00 for street outreach program services; and WHEREAS, at its December 11, 2020 meeting, the Community Services Advisory Committee voted to recommend the selection of Giving HOPE, Inc., to provide the street outreach program services pursuant to the Agreement in an amount not to exceed $64,600.00; and WHEREAS, the City Council of the City hereby finds that the Agreement serves a municipal and public purpose, is in the public interest, and is of benefit to the citizens of the City; 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 Interim City Manager or designee is hereby authorized to execute the Agreement with Giving HOPE, Inc., and to carry out the duties and responsibilities of the City under the Agreement, including the expenditure of funds as provided for in the Agreement in an amount not to exceed $64,600.00. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: 98 Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Connie Baker, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: __________________________________ RRRRRREINWNNAND,,,,,Digitally signed by Catherine Clifton DN: dc=com, dc=cityofdenton, 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,QYRLFH5HFHLSW&RXQVHOLQJDQGRU7UHDWPHQW&HQWHU3URJUDP 3URRIRISD\PHQW FRS\RIFDQFHOOHGFKHFNZLWKFKHFNQXPEHURUEDQNVWDWHPHQW $(OLJLEOH([SHQGLWXUHV7RWDO$OORFDWLRQ 6WUHHW 2XWUHDFK HQJDJHPHQW 6XEVWDQFH XVH FDVH PDQDJHPHQW FRXQVHOLQJDQGWUHDWPHQW 114 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-1948,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a service agreement by and between Our Daily Bread and the City of Denton; providing for the expenditure of funds for homelessness initiatives in the amount of $100,000.00 for Rapid Re-Housing rental assistance in furtherance of the coordinated system of homeless assistance programs; authorizing the expenditure of funds therefor; and providing an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™115 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Community Services CM/ DCM/ ACM: Sara Hensley DATE: December 02, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a service agreement by and between Our Daily Bread and the City of Denton; providing for the expenditure of funds for homelessness initiatives in the amount of $100,000.00 for Rapid Re-Housing rental assistance in furtherance of the coordinated system of homeless assistance programs; authorizing the expenditure of funds therefor; and providing an effective date. BACKGROUND City Council has provided annual funding in the Program Services Budget for Homelessness Initiatives on September 21, 2021 (21-1986) including $100,000 for Rapid Re-Housing (RRH) assistance programs. Rapid Re-Housing (RRH) provides housing relocation and stabilization services and assistance as necessary to help an individual or family experiencing homelessness move as quickly as possible into permanent housing and achieve stability in that housing. The balanced integration of homelessness prevention, street outreach, emergency, temporary, and permanent housing programs in our comprehensive housing crisis response system is key to making homelessness, rare, brief, and nonrecurring. The available $100,000 grant is an investment in our homelessness initiatives that provides vital rent and utility assistance to move people from homelessness to housed. Local shelters and homeless supportive service providers interested in providing RRH permanent housing assistance were encouraged to apply. DISCUSSION In anticipation of funding availability, staff released applications for the RRH Grant on August 2, 2021, with a due date of August 30, 2021. The process included developing the grant application packet including grant overview, agency eligibility, program limits, and the application. The application gathered information that included: Section 1: General Information; Section 2: Project Information; Section 3: Performance Measures; Section 4: Financial Management; Section 5: Timeline; and Section 6: Project Narratives. Section 2 through Section 6 were assigned a point value system to be used to evaluate the grant applications. Staff received 2 Rapid Re-Houisng Grant Applications. Staff then coordinated with the Community Services Advisory Committee (CSAC) to review the submitted applications and provide recommendations on funding allocation. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 116 On September 17, 2021 the CSAC reviewed the submitted applications, scoring, and presentations received from applicants. The CSAC is recommending to City Council that Our Daily Bread, be awarded the $100,000 Rapid Re-housing Grant. The service agreement is from October 1, 2021 to September 30, 2022. The goals and objectives, program description, reporting requirements, program budget, and definitions are set forth in the exhibits of the agreement. OPTIONS Approve the Ordinance; Do not approve the Ordinance EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance & Service Agreement Respectfully submitted: Danielle Shaw Community Services Manager 117 Page 1 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE A SERVICE AGREEMENT BY AND BETWEEN OUR DAILY BREAD AND THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS FOR HOMELESSNESS INITIATIVES IN THE AMOUNT OF $100,000.00 FOR RAPID RE- HOUSING RENTAL ASSISTANCE IN FURTHERANCE OF THE COORDINATED SYSTEM OF HOMELESS ASSISTANCE PROGRAMS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (the “City”) and Our Daily Bread (“Agency”) desire to enter into an agreement to provide for program services as part of a coordinated system of homeless assistance programs (the “Programs”) to reduce homelessness in the City; and WHEREAS, Agency and the City parties hereto agree, and by the execution hereof are bound to the mutual obligations outlined in the Service Agreement attached hereto and made a part hereof by reference (the "Agreement "); and WHEREAS, City has adopted a budget for such funds and included therein an authorized budget for expenditure of funds; and WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between the City and Agency, attached hereto and made a part hereof by reference serves a municipal and public purpose, is in the public interest, and of a benefit to the citizens of the City of Denton; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager, or their designee, is hereby authorized to execute the Agreement with Agency and to carry out the duties and responsibilities of the City under the Agreement, including the expenditure of funds as provided for therein. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: 118 Aye Nay Abstain Absent Gerard Hudspeth, Mayor: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the _________ day of ___________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: __________________________________ Digitally signed by Catherine Clifton DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=General Government, ou=Legal, cn=Catherine Clifton, email=Catherine.Clifton@cityofdenton.com Date: 2021.12.01 20:31:06 -06'00' 119 6(59,&($*5((0(17 %(7:((17+(&,7<2)'(1721$1' 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dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=General Government, ou=Legal, cn=Catherine Clifton, email=Catherine.Clifton@cityofdenton.com Date: 2021.12.01 20:30:15 -06'00' 130 7+,6$*5((0(17+$6%((1 %27+5(9,(:('$1'$33529(' DVWRILQDQFLDODQGRSHUDWLRQDO REOLJDWLRQVDQGEXVLQHVVWHUPV 6LJQDWXUH 'LUHFWRURI&RPPXQLW\6HUYLFHV &RPPXQLW\6HUYLFHV 'DWH6LJQHG EŽǀĞŵďĞƌϮϳ͕ϮϬϮϭ Danielle Shaw Digitally signed by Danielle Shaw DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=General Government, ou=Community Development, cn=Danielle Shaw, email=Danielle.Shaw@cityofdenton.com Date: 2021.11.27 09:35:24 -06'00' 131 ([KLELW$ 6&23(2)6(59,&(6 5DSLG5H+RXVLQJ 55+ SURYLGHVKRXVLQJUHORFDWLRQDQGVWDELOL]DWLRQVHUYLFHVDQGDVVLVWDQFHDV QHFHVVDU\WRKHOSDQLQGLYLGXDORUIDPLO\H[SHULHQFLQJKRPHOHVVQHVVPRYHDVTXLFNO\DVSRVVLEOHLQWR SHUPDQHQWKRXVLQJDQGDFKLHYHVWDELOLW\LQWKDWKRXVLQJ)XQGLQJIRU5DSLG5H+RXVLQJSURJUDPVLV 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$*(1&<VKDOOSURYLGHWKHVHUYLFHVOLVWHGLQWKLV$JUHHPHQWZLWKLQWKHPRQHWDU\OLPLWVDWWDFKHGKHUHWR DQGLQFRUSRUDWHGE\UHIHUHQFHKHUHLQ,QQRHYHQWVKDOOFRPSHQVDWLRQWRWKH$*(1&<H[FHHGWKH OHVVHURIWKH$*(1&<¶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ity of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2635,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute and deliver to Core Scientific,Inc.a Temporary Construction Easement containing an approximate total of 3.999 acres located at the Denton Energy Center in the City and County of Denton,Texas for a total monthly compensation amount of One Thousand Dollars and 00/100 ($1,000.00);providing for severability;and providing an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™134 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET FILE ID 21-2635 DEPARTMENT: Development Services ICM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute and deliver to Core Scientific, Inc. a Temporary Construction Easement containing an approximate total of 3.999 acres located at the Denton Energy Center in the City and County of Denton, Texas for a total monthly compensation amount of One Thousand Dollars and 00/100 ($1,000.00); providing for severability; and providing an effective date. BACKGROUND The City of Denton entered into a Lease and Power Purchase Agreement with Core Scientific, Inc. on September 3, 2021 through ordinances 21-1486 and 21-1364. In November of 2021, City staff determined that Core Scientific, Inc. was in need of a temporary construction easement adjacent to its existing leased space at the Denton Energy Center (DEC). The Temporary Construction Easement will be used for construction staging and to erect temporary construction offices needed to complete construction of the data center on property leased at the DEC. Core Scientific will pay $1,000.00 as compensation for the temporary construction easement and will obtain all applicable permits and pay any required fees prior to conducting construction activities. Approval of this ordinance will authorize the City Manager, or their respective designee, to grant and convey the easement interest to Core Scientific, Inc. If a Council member determines that he or she has a conflict of interest pursuant to the Ethics Ordinance, he or she may contact the City Attorney’s Office to recuse themselves prior to the consideration of this agenda item. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 135 Location of existing Core Scientific leased spaces are shown below with black and white border. Proposed Temporary Construction Easement is shown in red and yellow. OPTIONS 1. Approve proposed ordinance 2. Decline to approve proposed ordinance RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) 21-1364 - Power Purchase Agreement 21-1486 - Lease FISCAL INFORMATION The City will receive $1,000.00 per month as compensation for granting the TCE. EXHIBITS 1 - Agenda Information Sheet 2 - Ordinance Respectfully submitted: Deanna Cody, Deputy Director Development Services-Real Estate 136 ORDINANCE NO. _______ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE AND DELIVER TO CORE SCIENTIFIC, INC. A TEMPORARY CONSTRUCTION EASEMENT CONTAINING AN APPROXIMATE TOTAL OF 3.999 ACRES LOCATED AT THE DENTON ENERGY CENTER IN THE CITY AND COUNTY OF DENTON, TEXAS FOR A TOTAL MONTHLY COMPENSATION AMOUNT OF ONE THOUSAND DOLLARS AND 00/100 ($1,000.00); PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Core Scientific, Inc. has requested that the City of Denton (“City”) grant it a temporary construction easement as attached hereto as Exhibit 1 and incorporated herein for all purposes (collectively, the “Temporary Construction Easement”) encumbering approximately 3.999 acres as more particularly described and depicted in Exhibit “A” to Exhibit 1, located at the Denton Energy Center in the City and County of Denton, Texas, for construction staging and for the installation of temporary construction offices; and WHEREAS, the City is willing to grant to Core Scientific, Inc. the Temporary Construction Easement in exchange for the total monthly compensation amount of One Thousand Dollars and 00/100 ($1,000.00); and WHEREAS, the City Council hereby finds the easement conveyance to Core Scientific, Inc. will benefit and serve the public; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The Interim City Manager, or designee, is authorized to execute and deliver to Core Scientific, Inc. the Temporary Construction Easement attached hereto as Exhibit 1, in exchange for the compensation expressed above. SECTION 3. If any section, article, paragraph, sentence, phrase, clause, or word in this Ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. 137 Page 2 The motion to approve this Ordinance was made by __________________________ and seconded by _________________________________. The Ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the ______ day of __________________, 2021. _____________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 138 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. TEMPORARY CONSTRUCTION EASEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § This Temporary Construction Easement (this "TCE") is made as of the 7th day of December, 2021 (the “Effective Date”), by and among CITY OF DENTON, a Texas home-rule municipal corporation ("Grantor") and Core Scientific, Inc., a Maryland corporation, corporation ("Grantee"). In consideration of the mutual promises and the terms and conditions below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Grant of Easement. Grantor, whose address is 215 E. McKinney St, Denton, TX 76201, grants and conveys unto the Grantee a temporary construction easement along, upon, over, and across the property in Denton County as depicted in Exhibit A (the “Property”) for the sole purpose of project management offices, construction employee parking and staging equipment for the construction of a data center on property leased by Grantee at the Denton Energy Center; and for no other purpose. Grantee may use the easement area only for staging, parking and temporary offices during construction activities but not for storage. No permanent structures or improvements shall be installed or kept on the Property. The Grantee, its agents, employees, contractors, workmen, and representatives shall have the right of ingress, egress, and regress along, upon, and across said Property for the purpose of construction activities for the adjacent data center. Grantee acknowledges and agrees that its rights hereunder are subject to any and all easements and other rights on, though, or over the Property of record. Grantee shall be responsible for maintaining any necessary temporary access points and temporary dirt road created to access the Property, including without limitation controlling any dust on the temporary roadway and/or the Property itself. Grantee acknowledges and agrees that it has independently inspected the Property to the extent that it deemed appropriate prior to the execution of this TCE and is accepting the Property in its "as-is, where is" condition. To the maximum extent permitted by law, Grantee hereby releases Grantor and its affiliates and their respective officers, directors, managers, members, owners, employees, and agents (the “Grantor Parties”) from any and all liability arising out of the condition of or use of the Property. Grantee agrees that it shall not have any right to lien the Property. Grantor shall have the right, but not the obligation, at any time, from time to time, to enter, at its sole risk and cost, onto the Property at any time to determine if Grantee is complying with the terms of this TCE. 139 2. Term of Easement. The term of this grant shall commence on the Effective Date and shall expire eighteen (18) months from the Effective Date. Upon such date this TCE shall no longer show of record on the Property and shall be of no further force or effect without any further action required by either party. In addition, in the event of any breach or default under this TCE by Grantee, Grantor shall have the right, but not the obligation, to terminate the TCE if Grantee has not cured a default within seven (7) days after receiving written notice of such default from Grantor. Upon any termination of this TCE, Grantee shall promptly: (i) yield, vacate, and surrender all use of the Property to Grantor; (ii) remove all machinery, equipment, and other personal property of any kind on the Property; and (iii) return the Property to reasonably the same condition in which it existed immediately prior to the commencement of this TCE. If there is any personal property on the Property as of the date of any termination of this TCE, then in addition to all other rights and remedies available to Grantor in law or in equity, (A) such personal property shall be deemed abandoned by Grantee and, at Grantor's election, shall be the property of Grantor, and/or (B) upon written demand from Grantor, whether at or after the termination of this TCE, Grantee, at no cost to Grantor, immediately shall remove all of such personal property from the Property. 3. Maintenance. Grantee covenants and agrees that it shall cause all activities performed on the Property pursuant to this TCE to be conducted in a manner that does not unreasonably disturb or disrupt any of Grantor's activities on lands immediately adjacent to or in the close vicinity of the Property or unreasonably disrupt any of the activities of the Denton Energy Center in close vicinity to the Property; and taken with due care and in accordance with all applicable professional standards and the requirements of any and all applicable city, county, state, and federal laws, rules, regulations, and directives, as amended from time to time, applicable to Grantee’s activities on the Property (collectively, the "Laws"), including but not limited to those relating to worker's compensation, immigration, occupational health and safety, waste disposal, storm water discharge/pollution prevention, dust control, environmental contamination, hazardous substances, pesticides, building and construction codes, contractor licensing, and all other laws, rules, regulations, and directives. For the purpose of this TCE, “close vicinity” shall mean within 100 feet. Grantee shall: (a) maintain the Property in good condition, free of all trash, weeds, debris, and any other unsightly material; (b) promptly repair any damage to the Property; and (c) be responsible for using commercially reasonable efforts to restrict access to the Property only to Grantee, its employees, and Grantee’s authorized contractors, and, to the extent allowed by law, will indemnify Grantor from claims of any damage or injury by any uninvited persons (including, without limitation, trespassers) within the Property. 4. Insurance. During the term of this TCE, Grantee and its contractor shall maintain: (a) commercial general liability (CGL) insurance (ISO Form CG0001, or equivalent) written on an occurrence basis with limits not less than $1,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products/completed operations aggregate), naming Grantor and Grantor Parties as additional insureds, utilizing ISO endorsement CG2026 (11/85 edition, or equivalent), which insurance shall include intermediate form contractual liability insurance applicable to this TCE; (b) $1,000,000 auto liability insurance; and (c) worker’s compensation insurance to the extent and in the amount required by Law. All such insurance policies shall: (a) be taken out with insurers with an A.M. Best rating of A-NIII or better; (b) be non-contributing and apply as primary and not as excess to, any other insurance available to Grantor and Grantor Parties with respect to 140 claims arising out of this TCE or use of the Property by Grantee; and (c) not be invalidated with respect to the interests of the Grantor and Grantor Parties by reason of any breach or violation by Grantee of any warranties, representations, declarations or conditions contained in the policies. Grantee, and its contractor, shall deliver to Grantor certificates of insurance with the above referenced additional insured endorsement: (i) prior to commencing any of the activities on the Property under this TCE, and (ii) updated certificates of insurance periodically. Grantee shall provide notice to Grantor at least thirty days prior to termination of any policy. No review or approval of any such insurance certificate by Grantor shall derogate or diminish Grantor's rights or Grantee's obligations. To the fullest extent allowed by law, Grantee, on its own behalf and on behalf of all of its insurers, hereby waives all rights of recovery, whether under subrogation or otherwise (INCLUDING THOSE BASED ON NEGLIGENCE, REGARDLESS OF WHETHER IT IS THE PARTIAL NEGLIGENCE OF GRANTOR), whether because of deductible clauses, self-insured retention amounts, inadequacy of limits of any insurance policy, limitations or exclusions of coverage or otherwise, against Grantor and Grantor Parties. Grantee also shall require that all insurance policies related to Grantee’s activities on the Property include clauses providing that each insurance underwriter shall waive all of its rights of recovery, by subrogation or otherwise (INCLUDING THOSE BASED ON NEGLIGENCE, REGARDLESS OF WHETHER IT IS THE PARTIAL NEGLIGENCE OF GRANTOR), against Grantor and Grantor Parties. 5. Compensation. Grantee shall pay to Grantor $1,000.00/month during the term of this Agreement. Payment of this TCE monthly charge will be billed by Grantor and due from Grantee in accordance with the terms and conditions of the Lease Agreement between City of Denton and Core Scientific Inc. dated September 3, 2021 authorized the Denton City Council by ORDINANCE NO. 21-1486. 6. Notices. All notices and communications required, necessary, or desired to be given pursuant to this TCE, including, but not limited to, a change of address for purposes of such notices and communication, shall be in writing and shall be deemed given and received (i) upon personal delivery (which shall include delivery by commercial overnight courier), (ii) three (3) days after deposit in the United States Mail, certified mail, return receipt requested, postage prepaid, or (iii) by confirmed facsimile. The addresses for notice are as follows: Grantor: CITY OF DENTON 215 E, McKinney Street Denton, TX 76201 Attn: Real Estate Department Phone: 940-349-8252 With a copy to: CITY OF DENTON 215 E. McKinney Street Denton, TX 76201 Attn: Legal Department Grantee: Core Scientific Inc. 141 Attn: General Counsel 2800 Northrup Way #220 Belview, WA 98004 1. Miscellaneous. This TCE may be amended only by an instrument signed by all parties. This TCE shall inure to the benefit of, and be binding upon, the successors and assigns of each of Grantor and Grantee; provided that nothing herein shall permit Grantee to assign this TCE without Grantor's prior written consent, which consent may not be unreasonably conditioned or delayed. All entities and persons entering the Property under this TCE and/or performing work on behalf of Grantee shall be agents of Grantee and shall be required in writing to comply with all terms of this Agreement, including without limitation the insurance provisions. 2. Counterparts. This TCE may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. A facsimile or electronic copy of this TCE shall be deemed an original for all relevant purposes. The balance of this page intentionally left blank Signature page attached 142 Agreed to as of the Effective Date set forth above on Page 1. Grantor: CITY OF DENTON _______________________________ By: Sara Hensley, Interim City Manager ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on _____________________________, 2021, by __________________________. ________________________________________ Notary Public, in and for the State of __________ My commission expires: ____________________ ATTEST: Rosa Rios, City Secretary By: ___________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _________________________ Signature _________________________ Title _________________________ Department Date Signed: ______________ APPROVED AS TO LEGAL FORM: Mack Reinwand, City Attorney By: _______________________________ 143 144 145 146 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2174,Version:1 AGENDA CAPTION Consider appointments to the Tax Increment Reinvestment Zone Number Two (Westpark TIRZ)Board of Directors, including appointment of a Board Chair. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™147 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Economic Development ACM; David Gaines DATE: December 7, 2021 SUBJECT Consider appointments to the Tax Increment Reinvestment Zone Number Two (Westpark TIRZ) Board of Directors, including appointment of a Board Chair. BACKGROUND On December 17, 2012, the City Council adopted an Ordinance No. 2012-366 designating and describing the boundaries of Tax Increment Reinvestment Zone Number Two (Westpark TIRZ) to provide the public infrastructure necessary to encourage development in the largest industrially zoned area in the City. Current TIRZ No. Two Board Structure The TIRZ board is comprised of 14 members. The City Council appoints 12 members, which is comprised of the Economic Development Partnership Board (EDPB). The governing body of Denton County, which levies taxes on real property in TIRZ Number Two, appointed one board member, Alex Payne. Rayzor Investments LLP, the "Developer," appointed Selwyn Rayzor. The 14 Westpark TIRZ board members serve two-year terms and may serve as many as three terms. The board consists of the members in the chart below. Member Seat Jesse Davis City Council Gerard Hudspeth City Council Lee Ramsey Denton Chamber Board of Directors Jill Jester Denton Chamber Board of Directors Steve Edgar Top 20 Taxpayer Tina Albert Top 20 Taxpayer Jason Tomlinson* TWU President/Chancellor /Designee Susan Holmes* UNT President/Designee Jimmy Mejia Hispanic Chamber of Commerce Kerry Gorre Denton Black Chamber of Commerce Bob Eames Aviation Tony Clark At-Large Selwyn Rayzor* Developer Alex Payne Denton County *The Developer, President of UNT and the Chancellor/President of TWU or his/her designee are not restricted to the three- term limit. However, the university members must be reappointed by City Council for each term. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 148 At the August 17, 2021 City Council meeting, Council appointed Gerard Hudspeth, Bob Eames, Jill Jester, Tina Albert, Susan Holmes and Kerry Gorre to the EDPB (noted in blue above). Through that appointment, those members were also made concurrent members of the Westpark TIRZ. Council action will confirm those EDPB members as Westpark TIRZ members. John Baines completed his third term on the Board and is replaced by Kerry Gorre. Staff wishes to express our sincerest appreciation to John Baines for his gracious service and leadership for the past six years. The members noted in green above, Selwyn Rayzor and Alex Payne, were appointed by the Developer and Denton County, respectively. Alex Payne has agreed to serve for his third and final term. Selection of Chairperson According to 311.009(f) of the Texas Tax Code, the governing body shall appoint the chairperson of the TIRZ Board of Directors. As Jill Jester is currently serving as chair of the EDPB, staff recommends appointing Jill Jester as the chairperson of the Westpark TIRZ. RECOMMENDATION Staff recommends appointment of Bob Eames, Jill Jester, Tina Albert, Susan Holmes, Council Member Gerard Hudspeth, and Council Member Jesse Davis as members of the Tax Increment Reinvestment Zone Number Two Board of Directors and appointment of Jill Jester as Board Chair. EXHIBITS 1. Agenda Information Sheet Respectfully submitted: Erica Sullivan Economic Development Program Administrator 149 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2473,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton authorizing the submission of a Letter of Request to the US Army Corps of Engineers for assistance under the Continuing Authorities Program (CAP) to study, determine cause, and find a solution to the flooding of Clear Creek and the Elm Fork of the Trinity River around the Ray Roberts Greenbelt; and providing for an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™150 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Sustainability CM/ DCM/ ACM: David Gaines, Assistant City Manager DATE: December 7, 2021 SUBJECT Consider approval of a resolution of the City of Denton authorizing the submission of a Letter of Request to the US Army Corps of Engineers for assistance under the Continuing Authorities Program (CAP) to study, determine cause, and find a solution to the flooding of Clear Creek and the Elm Fork of the Trinity River around the Ray Roberts Greenbelt; and providing for an effective date. BACKGROUND The Ray Roberts Greenbelt Park Access at US 380 has been closed for approximately six years. Following continued meetings with Texas Parks and Wildlife (TPWD), the US Army Corps of Engineers (USACE), and local stakeholders, a small cleanup project south of US 380 was completed in September 2020 by the Texas Department of Transportation (TXDOT). This project removed only a small portion of the log jams that line the corridor from Ray Roberts Lake to Lake Lewisville. With flooding continuing to be an issue following the TXDOT cleanup, the USACE suggested that the City of Denton request assistance through the CAP program to determine both the cause and potential solutions to remedy continued flooding and inaccessibility of the site. CAP Program Overview CAP is a useful tool to support smaller community projects without the lengthy study and authorization process typical of most larger USACE projects. It allows the Fort Worth District to plan, design, and construct projects of limited size, cost, scope and complexity. It is ideal for funding projects for flood risk management, ecosystem restoration, erosion control, and streambank protection. The CAP draws on a collection of ongoing water resource authorities issued under several different laws. Under each, the Secretary of the Army, acting through the Chief of Engineers, is authorized to plan, design, and implement water resources projects. These projects do not require specific congressional authorization. This program is funded by Congress and works on a cost-share basis with a sponsoring agency, such as a city, county, state or other group. A sponsor letter notifies the Fort Worth District of the problem(s) & requests assistance. USACE conducts a site investigation within two months to determine federal interest in the project. Projects are broken down into two phases: 1. Feasibility Phase and 2. Design and Implementation. Program funding is based on a cost sharing model. The first $100,000 for a feasibility study under Phase 1 is 100 percent federally funded. Additional cost beyond the first $100,000 is covered at a 50:50 cost share. Following a City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 151 determinization of feasibility, Phase 2 would begin. The cost share for Phase 2 is dependent on which CAP authority is used but at least 65 percent will be federal share. OPTIONS Recommend approval of the resolution. ESTIMATED SCHEDULE OF PROJECT USACE Site Investigation – within two months of request. Federal Interest Determination – If there is federal interest, continue with a feasibility study. Feasibility Study – 12-18 months. Design – USACE prepares plans and specifications, 12-18 months. Construction – typically begins 24-36 months into the process. FISCAL INFORMATION Clear Creek CIP and or Parks funding is available if a match is needed to complete feasibility study. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Resolution Exhibit 3: Letter of Request Respectfully submitted: Laura Behrens Grant Administrator Prepared by: Katherine Barnett Sustainability and Customer Initiative Manager 152 RESOLUTION NO. _______________ A RESOLUTION OF THE CITY OF DENTON AUTHORIZING THE SUBMISSION OF A LETTER OF REQUEST TO THE US ARMY CORPS OF ENGINEERS FOR ASSISTANCE UNDER THE CONTINUING AUTHORITIES PROGRAM (CAP) TO STUDY, DETERMINE CAUSE, AND FIND A SOLUTION TO THE FLOODING OF CLEAR CREEK AND THE ELM FORK OF THE TRINITY RIVER AROUND THE RAY ROBERTS GREENBELT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the CAP supports smaller community projects and allows the Fort Worth District plan, design, and construct projects of limited size, cost, scope, and complexity; and WHEREAS, the CAP is ideal for funding projects for flood risk management, ecosystem restoration, erosion control, and streambank protection; and WHEREAS, the Ray Roberts Greenbelt Park Access at US 380 has been closed for approximately six years and flooding continues to be an issue along Clear Creek and the Elm Fork of the Trinity River; and WHEREAS, the City of Denton is eligible to submit a Letter of Request to the US Army Corps of Engineers (USACE) providing notice of the issue and requesting assistance; and WHEREAS, the USACE conducts a site investigation to determine federal interest in the project; and WHEREAS, if federal interest is determined in the project, the City of Denton will work with the USACE on a feasibility study, design, and construction of the project; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The Letter of Request to the USACE for assistance under the CAP is hereby authorized. SECTION 2. The City Manager, or designee, is designated, delegated, and authorized to request assistance under the USACE CAP, including the submission of a Letter of Request, and act on behalf of the City of Denton in all matters related to the request and any subsequent program contracts and program projects that may result. SECTION 3. Should the project be funded, then the City of Denton shall comply with the requirements of the USACE and the State of Texas. SECTION 4. The City of Denton shall certify that the cost share for this program is readily available upon completion of the program agreement. SECTION 5. The project funds and any project-funded equipment and facilities will be used solely for the purposes for which they are intended under the program. SECTION 6. This resolution is effective immediately upon its passage. 153 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 L. Davis, District 3: ____ ____ ____ ____ Alison Maguire, District 4: ____ ____ ____ ____ Deb Armintor, At Large Place 5: ____ ____ ____ ____ Paul Meltzer, At Large Place 6: ____ ____ ____ ____ PASSED AND APPROVED this the _______ day of _______________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 154 Sustainability 1001 S. Mayhill Rd, Denton, TX 76208 (940) 349-8205 OUR CORE VALUES Integrity Fiscal Responsibility Inclusion Transparency Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 December 7, 2021 Colonel Kenneth N. Reed Commander, U.S. Army Engineer Corps of Engineers 819 Taylor Street (Room 3A32) Fort Worth, TX 76102 Dear Colonel Reed: The City of Denton is requesting assistance from the U.S. Army Corps of Engineers (USACE) for a study to address the flooding problems in area generally north of US380, east of Collins and Elm Bottom Road, and west of Rockhill Road. The flooding impacts the Ray Roberts Greenbelt, City of Denton Clear Creek Natural Heritage Center, conservation easements, USACE, and private property. The Elm Fork of the Trinity River connects Ray Roberts Lake and Lake Lewisville. A Greenbelt Corridor trail was developed approximately 20 years ago to link the two lakes and provide additional recreation opportunities to the region. In addition to property for the Greenbelt, the City of Denton leases additional acreage north of US 380. The Elm Fork bisects the leased property which is used for environmental education, and wildlife management. An 1135 project was completed on the property in the early 2000’s. Within the property boundary is the confluence of Clear Creek and the Elm Fork of the Trinity River. Since record rains in 2015, flooding in the area has continued to cause greater impacts. The inundation area has grown, duration of inundation has increased, and the amount of silt deposited on both sides of Clear Creek and Elm Fork has increased. Currently, we are not certain of the cause of the flooding. Increased flow upstream, sedimentation decreasing volume that can be conveyed, and blockages are all concerns. We would like assistance to determine the cause of the flooding and potential remedies. The City of Denton intends to serve as the sponsor for the project. We are aware that the first $100,000 for the feasibility study is fully federally funded, and that any feasibility study costs above that would be cost-shared 50% federal and 50% non-federal. We understand that the estimated cost of the feasibility study would be prepared following a determination of federal interest. We further understand that a Federal Interest Determination (FID) report shall be prepared following initial investigation by USACE. We are committed to this project and are willing, able and would be financially prepared to participate in the feasibility study. We look forward to executing a cost-sharing agreement for the study at the appropriate time in the process. Thank you for your assistance with this much needed project. Please contact Katherine Barnett for further information or assistance. Sincerely, Michael A. Gange Director of Environmental Services & Sustainability DocuSign Envelope ID: BBD3FB0F-4BF4-4C46-965E-48552DB44345 155 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2621,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton adopting Policy No. 107.02 “Holidays” of the City of Denton Personnel Policies and Procedures Manual; and declaring an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™156 Pg. 1 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Human Resources ICM: Sara Hensley DATE: Dec. 7, 2021 SUBJECT Consider approval of a resolution of the City of Denton adopting Policy No. 107.02 “Holidays” of the City of Denton Personnel Policies and Procedures Manual; and declaring an effective date. POLICY PROCESS BACKGROUND There are two different types of policy documents within the City of Denton’s Policy and Procedures Manual: Policies and Administrative Directives. • Policies must be adopted and approved by the City Council. A “Policy” means a statement of overall philosophy and direction, describing goals to be accomplished and programs to be established. In order to revise a Policy Statement, the City Council must approve the revision. Policies generally have a second section attached to them that describes the Administrative Procedures that the City Manager approves to implement the Council’s policies. The City Manager may approve revisions to the Administrative Procedures without referral to the City Council. • Administrative Directives are approved and issued by the City Manager to city employees to establish rules and regulations concerning internal operational matters. Administrative Directives do not require City Council review or approval for enactment or revision. Section 2-28 “Policies, procedures and directives” of the City’s Code of Ordinances provides for these definitions and approval processes. DISCUSSION On Nov. 2, 2021, staff presented a work session to City Council regarding City observed holidays for City employees, including sharing information on the recent addition of Juneteenth as a recognized federal holiday, sharing information from other Texas cities analyzing what holidays they observe and offer, and providing a staff recommendation. Council provided direction to add two (2) City observed holidays, for Juneteenth and Veterans Day, and to also add two (2) personal floating holidays per calendar year for employees, beginning with the calendar year starting Jan. 1, 2022. Based on Council’s direction, staff has revised Policy No. 107.02 “Holidays” to incorporate those additional holidays. Staff is seeking Council’s consideration and approval of the Policy Statement contained in the resolution (Exhibit 2). For reference only, staff has provided a copy of the proposed full policy document for Policy No. 107.02 “Holidays” that contains the corresponding administrative procedure (Exhibit 3). City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 157 Pg. 2 The attached policy document was submitted to the Policy Review Committee for review and comment. The Committee is made up of representatives from each department that are asked to review and seek feedback from the employees in the area they represent on a proposed revision or new policy/directive after it has been completed in draft form. RECOMMENDATION Staff recommends approval of the resolution approving the policy. EXHIBITS 1. Agenda Information Sheet 2. Resolution 3. Full Policy No. 107.02 with Administrative Procedure (for reference) Respectfully submitted: Tiffany Thomson Director of Human Resources Prepared by: Sarah Kuechler Deputy Director of Human Resources 158 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF DENTON ADOPTING POLICY NO. 107.02 “HOLIDAYS” OF THE CITY OF DENTON PERSONNEL POLICIES AND PROCEDURES MANUAL; AND DECLARING AN EFFECTIVE DATE. WHEREAS, on August 21, 1984, the City Council initially approved a resolution adopting Administrative Policy No. 107.02 “Holidays”; and WHEREAS, the City of Denton values its employees and wishes to offer competitive benefits to recognize and retain talented and dedicated employees; and WHEREAS, during a City Council work session on November 2, 2021, Council provided direction to staff to add two (2) City observed holidays for Juneteenth and Veterans Day, and to also add two (2) personal floating holidays for employees per calendar year beginning January 1, 2022; and WHEREAS, the City Manager recommends adoption of a revised policy and the City Council desires to adopt such policy; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The Policy Statement in “Policy No. 107.02 Holidays” shall be replaced with the following and shall be the official policy of the City of Denton with the new calendar year beginning January 1, 2022: POLICY STATEMENT: The following eleven (11) holidays are declared observed holidays for regular full-time and regular part-time employees: New Year's Day Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day* Veterans Day Thanksgiving Friday after Thanksgiving Christmas Eve Christmas Day Regular full-time and regular part-time employees shall also be provided two (2) personal floating holidays per calendar year (i.e., January 1 through December 31). 159 Page 2 For the purposes of this policy, a holiday is defined as a period of eight (8) hours at the regular rate for regular full-time employees. Regular part-time (includes one-half (1/2) and three-quarter (3/4) time) employees who work twenty (20) hours or more per week shall be entitled to holiday pay at a rate equivalent to the budgeted pay classification of either one- half (1/2) or three-quarter (3/4) time. Holidays occurring on Saturday will be observed on the preceding Friday, and holidays occurring on Sunday will be observed on the following Monday. All regular full-time and part-time employees are eligible for holiday pay after the completion of one (1) day of work. Seasonal and temporary employees will be paid their regular rates on a holiday only if required to work. NOTE: In the case of firefighters who work by shifts rather than a 40-hour work week, holidays will be considered to be 12 hours to avoid re-computing the hourly rate for the holiday. *Texas Local Government Code §142.0013(c) states, “a firefighter shall be granted the same number of vacation days and holidays, or days in lieu of vacation days or holidays, granted to other municipal employees, at least one of which shall be designated as September 11th.” Pursuant to this section, the City has designated Labor Day as the holiday for the observance of September 11th for firefighters. SECTION 2. This Resolution only adopts and approves the “Policy Statement” portion of the Holidays Policy included in No. 107.02 of the City of Denton Personnel Policies and Procedures Manual. The “Administrative Procedures” portion of the Holidays Policy is not a policy of the City Council, but rather, an administrative procedure describing the means and methods by which City management implements the Holidays Policy. The City Manager is authorized to amend and issue such administrative procedures and directives as deemed necessary to implement the Holidays Policy related to personnel and internal operational matters. SECTION 3. The Holidays Policy shall be filed in the official records with the City Secretary. SECTION 4. This Resolution shall become effective immediately upon its passage and approval. The motion to approve this resolution was made by __________________________ and seconded by _________________________________, the resolution was passed and approved by the following vote [___ - ___]: 160 161 HR/POLICY/107.02 CITY OF DENTON PAGE 1 OF 4 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE SECTION: HUMAN RESOURCES REFERENCE NUMBER: 107.02 SUBJECT: EMPLOYEE BENEFITS AND SERVICES INITIAL EFFECTIVE DATE: 08/21/84 TITLE: HOLIDAYS LAST REVISION DATE: 01/01/2022 POLICY STATEMENT: The following eleven (11) holidays are declared observed holidays for regular full-time and regular part-time employees: New Year's Day Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day* Veterans Day Thanksgiving Friday after Thanksgiving Christmas Eve Christmas Day Regular full-time and regular part-time employees shall also be provided two (2) personal floating holidays per calendar year (i.e., January 1 through December 31). For the purposes of this policy, a holiday is defined as a period of eight (8) hours at the regular rate for regular full-time employees. Regular part-time (includes one-half (1/2) and three-quarter (3/4) time) employees who work twenty (20) hours or more per week shall be entitled to holiday pay at a rate equivalent to the budgeted pay classification of either one-half (1/2) or three-quarter (3/4) time. Holidays occurring on Saturday will be observed on the preceding Friday, and holidays occurring on Sunday will be observed on the following Monday. All regular full-time and part-time employees are eligible for holiday pay after the completion of one (1) day of work. Seasonal and temporary employees will be paid their regular rates on a holiday only if required to work. NOTE: In the case of firefighters who work by shifts rather than a 40-hour work week, holidays will be considered to be 12 hours to avoid re-computing the hourly rate for the holiday. *Texas Local Government Code §142.0013(c) states, “a firefighter shall be granted the same number of 162 PAGE 2 OF 4 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued) TITLE: HOLIDAYS REFERENCE NUMBER: 107.02 HR/POLICY/107.02 vacation days and holidays, or days in lieu of vacation days or holidays, granted to other municipal employees, at least one of which shall be designated as September 11th.” Pursuant to this section, the City has designated Labor Day as the holiday for the observance of September 11th for firefighters. ADMINISTRATIVE PROCEDURES: I. WORKING ON HOLIDAYS A. All non-exempt employees who are required to work on a designated holiday shall be given equivalent hours off* (the date of time off is subject to supervisor's approval), or may be paid for actual hours worked and receive holiday pay for that day. B. When the holiday and regular day off occur on the same day, those non-exempt employees who are scheduled off duty on that day will be entitled to holiday pay at the regular rates or an alternate holiday off*. Exempt employees will be given an alternate day off. The date of the day off is subject to the supervisor's approval but should typically be granted within thirty (30) days of the holiday. Hours that are not taken as an alternate holiday will NOT be “banked” or carried over, nor paid out upon an employee’s termination, with the exception of Fire civil service employees (see section IV). * Equivalent hours off or an alternate holiday must be granted for non-exempt employees in the same work week. II. UNPAID LEAVE OF ABSENCE - HOLIDAYS A. A non-exempt employee who has an unauthorized absence (See Absenteeism/Tardiness policy no. 110.01 for the definition of an unauthorized absence) on the workday immediately preceding or following an observed City holiday will lose pay for the holiday as well as for the unauthorized absence and may be subject to corrective action. When possible, supervisors should communicate the unauthorized absence status to an employee when they call in to report their absence. B. An employee absent without prior authorization when scheduled to work a holiday will not receive holiday pay and may be subject to corrective action. C. Employees on an extended unpaid leave status (authorized or unauthorized) will not receive 163 PAGE 3 OF 4 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued) TITLE: HOLIDAYS REFERENCE NUMBER: 107.02 HR/POLICY/107.02 holiday pay (See Personal Leave Without Pay policy no. 111.08). III. TERMINATION - HOLIDAYS If the last day of employment falls on a holiday, the employee will not be paid for that holiday. However, exceptions may be made for retirements. IV. BANKING OF HOLIDAYS FOR FIRE CIVIL SERVICE EMPLOYEES Fire civil service employees will be allowed to bank and carry over a maximum of 132 holiday hours each year for the eleven (11) declared observed City holidays, unless a holiday falls in a workweek for which they are not being paid (e.g., on unpaid leave). A maximum of 132 holiday hours may be paid out upon termination for fire civil service employees. Per Section VI of this policy, fire civil service employees cannot bank and carry over any hours for personal floating holidays into the next calendar year. Unused personal floating holidays will not be paid out at termination of employment. V. HOLIDAY PAY FOR WORKERS’ COMPENSATION AND OTHER EXTENDED APPROVED PAID LEAVE An employee on workers’ compensation leave or other extended approved paid leave (e.g., FMLA) will receive holiday pay only when the employee would have otherwise qualified for holiday pay. VI. PERSONAL FLOATING HOLIDAYS Personal floating holidays are personal days that employees can use for whatever reason they see fit according to the following guidelines: • Personal floating holidays must be approved in advance by the employee’s supervisor, except in cases of emergency. The supervisor must approve a personal floating holiday in advance, giving due consideration to the service needs and the ability of the remaining staff to perform the work of the department or the division. It is requested that each employee will give their supervisor the maximum notice possible when requesting a personal floating holiday, but the employee must make the request at least three (3) working days in advance. The circumstances of individual departments (i.e., internal schedules, etc.) may require that more advance notice be necessary in order to arrange such leave. 164 PAGE 4 OF 4 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued) TITLE: HOLIDAYS REFERENCE NUMBER: 107.02 HR/POLICY/107.02 • Personal floating holidays cannot carry over into the following calendar year. Personal floating holidays must be used within the calendar year that they were given, or they will be forfeited. • Employees will not receive pay in lieu of using or forfeiting personal floating holidays. • Unused personal floating holidays will not be paid out at termination of employment. • Employees must use personal floating holidays in full day increments (full-time regular employees as a full 8-hour increment, part-time three-quarter (3/4) employees as a 6-hour increment, and part-time one-half (1/2) employees as a 4-hour increment). VII. MISUSE OF HOLIDAYS Holiday benefits will not be paid for the same time an employee receives sick leave pay, vacation/bonus time pay, death in the family leave pay, or any other paid leave benefit. NOTE: If a holiday puts the total number of hours over the normal payroll period amount, the Overtime policy (no. 106.04) may apply. 165 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2508,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 7748 for Small Power Equipment purchase and repair;and providing an effective date (RFP 7748). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™166 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 7748 for Small Power Equipment purchase and repair; and providing an effective date (RFP 7748). INFORMATION/BACKGROUND The Parks Department solicited proposals for the purchase, maintenance, and repairs of small power equipment used in Park Maintenance and other departments in the City. Only one proposal was received when the solicitation closed, and after careful review of the one proposal that was received, it was determined the best route for the City would be to utilize other contracts that are already in place for the purchase of Small Power Equipment. In accordance with the Local Government Coad 252.042, the City Council may reject any and all bids. Request for Proposals was sent to 171 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. One (1) proposal was received and evaluated. Due to the distance of the one vendor that submitted and the lack of items that were bid, staff recommends rejection of all proposals for Small Equipment Purchase, Maintenance, and Repairs. NIGP Code Used for Solicitation: 515 & 929 Notifications sent for Solicitation sent in IonWave: 171 Number of Suppliers that viewed Solicitation in IonWave: 23 HUB-Historically Underutilized Business Invitations sent out: 12 SBE-Small Business Enterprise Invitations sent out: 66 Responses from Solicitation: 1 RECOMMENDATION Staff recommends rejection of all proposals for Small Power Equipment purchase and repair. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 167 Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Russell Koch, 940-349-8412. Legal point of contact: Marcella Lunn at 940-349-8333 168 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, REJECTING ANY AND ALL COMPETITIVE PROPOSALS UNDER RFP 7748 FOR SMALL POWER EQUIPMENT PURCHASE AND REPAIR; AND PROVIDING AN EFFECTIVE DATE (RFP 7748). WHEREAS, the City has solicited, received, and tabulated competitive proposals to evaluate the potential for Small Power Equipment purchase and repair (RFP 7748) in accordance with the procedures of state laws and the City 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 , filed according to the bid number assigned herein (RFP 7748 Small Power Equipment purchase and repair) 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 7748. 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 7748 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 [___ - ___]: 169 Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 170 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2509,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a contract with Grant Thornton LLP,through the Department of Information Resources (DIR)Cooperative Purchasing Network Contract No.DIR-TSO-4032,for Accounts Payable Automation and Vendor Management Consulting Services for the Finance and Procurement and Compliance Departments;providing for the expenditure of funds therefor;and providing an effective date (File 7831 - awarded to Grant Thornton LLP, in the not-to-exceed amount of $116,335.00). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™171 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Grant Thornton LLP, through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract No. DIR-TSO-4032, for Accounts Payable Automation and Vendor Management Consulting Services for the Finance and Procurement and Compliance Departments; providing for the expenditure of funds therefor; and providing an effective date (File 7831 – awarded to Grant Thornton LLP, in the not-to-exceed amount of $116,335.00). INFORMATION/BACKGROUND The City of Denton desires to implement a fully automated software, that will be utilized by the Finance, Procurement and Compliance Departments for vendor management and payment processing which will include at a minimum vendor onboarding, track certificates of insurance, processing check requisitions, deposit refund request, retainage, travel advances, expense reimbursement, vendor reminders, document storage, and reporting capabilities. Currently, both the Finance and Procurement Departments utilize several systems to process payments and manage vendors. This process creates several obstacles across departments such as, the successful implementation of an invoice numbering process which helps eliminate the possibility of duplicate payments and maintaining an active list of vendors and up-to-date insurance information. During 2021, Procurement and Finance advertised a solicitation for consultation services for vendor management and payment processing which did not receive any bid responses. After the solicitation closed, the department conducted additional research and located a cooperative agreement with Grant Thornton for the needed consulting services. Grant Thornton has in-depth experience with the City’s current version of JD Edwards in which they assisted with the last two successful system upgrades. The proposed agreement is for phase one of two, which will first focus on identifying operational needs and system requirements for a software solicitation. Once the City selects a software vendor, Grant Thornton will examine the implementation needs and provide a proposal for phase two, which will be brought forward for Council consideration prior to proceeding. Phase 1 - $116,335.00 • Project onboarding and planning • Assist with software process requirements • Assist with software solicitation documents • Assist with vendor software demonstrations City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 172 • Assist with developing an implementation plan for configuration, development, training, and post- go-live support. Phase 1 Proposed Services Estimated Expense Information Gathering 1,100 Project Manager 31,920 Accounts Payable Lead 63,840 Financial System Configurable Network Computing 3,500 Developer 4,000 Travel Expenses 11,975 Total $116,335.00 Phase 2 – Cost TBD based on selected software • Integration • Training • Post live support The main goal of automating the accounts payable and vendor management process is to improve payment efficiencies and controls across departments. The system will need to integrate into the City’s current financial reporting software (JDE). The automated accounts payable system will allow for a standardized platform for departments to submit a payment request. Methods will include electronic submittal forms, which can be easily be submitted to the Finance Department for processing. The key goals of the system will be to centralize all requests to one user-friendly platform. The system will integrate with the existing financial system and be responsible for sending notifications of new requests to the requesting department. At a minimum, the selected system will need to process 8,000 checks, 1,500 refunds, and 3,000 ACH payments annually. The vendor management system will allow for a standardized platform for new vendor onboarding, existing vendor changes, and vendor tracking of all necessary requirements to conduct business with the City including conflict of interest questionnaires, IRS taxpayer identification documentation, certificates of insurance, and electronic payment information. Methods will include electronic portal submission which will be directly submitted to the Procurement and Compliance Department for processing. The key goals of the system will be to centralize all requests to one user-friendly platform in which the vendor has access to update information as necessary and make changes when applicable. The system will integrate with the existing financial system and be responsible for sending notifications of new requests to the requesting department. Pricing obtained through the Department of Information Resources (DIR) Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On January 28, 2020, Council approved the interlocal agreement with the Department of Information Resources Purchasing Network (Ordinance 20-196). RECOMMENDATION Award a contract with Grant Thornton LLP, for Accounts Payable Automation and Vendor Management Consulting Services for the Finance and Procurement and Compliance Department, in the not-to-exceed amount of $116,335. 173 PRINCIPAL PLACE OF BUSINESS Grant Thornton LLP Austin, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date by June 30, 2022. The DIR contract expires February 22, 2022. FISCAL INFORMATION These services will be funded from Technology Project Funds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Christine Taylor 940-349-7889 or Cassandra Ogden 940-349-7195. Legal point of contact: Marcella Lunn at 940-349-8333. 174 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH GRANT THORNTON LLP, THROUGH THE DEPARTMENT OF INFORMATION RESOURCES (DIR) COOPERATIVE PURCHASING NETWORK CONTRACT NO. DIR- TSO-4032, FOR ACCOUNTS PAYABLE AUTOMATION AND VENDOR MANAGEMENT CONSULTING SERVICES FOR THE FINANCE AND PROCUREMENT AND COMPLIANCE DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7831 AWARDED TO GRANT THORNTON LLP, IN THE NOT-TO-EXCEED AMOUNT OF $116,335.00). WHEREAS, pursuant to Ordinance 20-196, the Department of Information Resources has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the State of Texas Department of Information Services Go Direct Program at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds tobeused 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 numbered items in the following numbered purchase order for materials, equipment, supplies, or services shown in the "File Number" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER 7831 VENDOR Grant Thornton LLP AMOUNT $116,335.00 SECTION 2. By the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City accepts the offer of the persons submitting the bids to the State of TexasDepartment of Information Services Go Direct Program for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities, and for the specified sums contained in the bid documents, and related documents filed with the State of Texas Department of Information Services Go Direct Program, and the purchase orders issued by the City. 175 SECTION 3. Should the City and persons submitting approved and accepted items set forth inthis ordinance wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the State of Texas Department of Information Services Go Direct Program, 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, and standards contained in the Proposal submitted to the State of Texas Department of Information Services Go Direct Program, quantities, and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. 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 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR 176 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 177 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 FILE AP Automation & Vendor Management Consultant 7831 Not Applicable Erica Garcia 178 City of Denton, Texas Contract 7831 Standard Agreement for Engineering Related Design Services Revised Date: 10/25/21 Page 1 of 12 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7831 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Grant Thornton LLP, with its corporate office at 1000 Wilson Blvd, Suite 1400, Arlington, VA 22209, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, AP Automation and Vendor Management consulting services, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 179 City of Denton, Texas Contract 7831 Standard Agreement for Engineering Related Design Services Revised Date: 10/25/21 Page 2 of 12 A. The CONSULTANT shall perform all those services as necessary and as described in The Texas Department of Information Resources (DIR) Cooperative Program Contract #DIR-TSO-4032, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. C. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a part hereof. D. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. E. Consultant warrants that it will perform its services on a reasonable professional efforts basis in accordance with applicable standards. This warranty is in lieu of, and Consultant expressly disclaims, all other warranties, express, implied or otherwise, including without limitation any implied warranties of merchantability or fitness for a particular purpose. Consultant does not warrant computer hardware, software or services provided by other parties. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 180 City of Denton, Texas Contract 7831 Standard Agreement for Engineering Related Design Services Revised Date: 10/25/21 Page 3 of 12 E. Visits to the site in excess of the number of trips included in Exhibit B. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. G. Unless expressly provided for, the Services do not include giving testimony or appearing or participating in discovery proceedings, in administrative hearings, in court, or in other legal or regulatory inquiries or proceedings. Except with respect to a dispute or litigation between Consultant and the Client, Consultant’s costs, expenses, and time spent in legal and regulatory matters or proceedings arising from this Agreement, such as subpoenas, testimony, bankruptcy filings or proceedings, consultation involving private litigation, arbitration, government or industry regulation inquiries, whether made at Client’s request or the request of a third party, will be billed to Client separately at Consultant’s standard rates for such services. ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. However, Contractor shall not be liable for delays beyond its reasonable control provided that notice thereof is given to the other Party as soon as practicable. All such Force Majeure conditions preventing performance shall entitle the Party hindered in the performance of its obligations under the Agreement to an extension of the date of delivery of the Products by a period of time equal to the period of delay incurred as a result of the Force Majeure or to any other period as the Parties may agree in writing. The contract shall remain effective for a period of two years or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on a fixed fee basis for the deliverables shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, not to exceed $116,335.00. DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 181 City of Denton, Texas Contract 7831 Standard Agreement for Engineering Related Design Services Revised Date: 10/25/21 Page 4 of 12 Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 182 City of Denton, Texas Contract 7831 Standard Agreement for Engineering Related Design Services Revised Date: 10/25/21 Page 5 of 12 Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS Intentionally Deleted ARTICLE VIII INDEMNITY AGREEMENT Intentionally Deleted ARTICLE IX INSURANCE Intentionally Deleted ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT Intentionally Deleted ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Intentionally Deleted ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 183 City of Denton, Texas Contract 7831 Standard Agreement for Engineering Related Design Services Revised Date: 10/25/21 Page 6 of 12 To CONSULTANT: To OWNER: Grant Thornton Public Sector LLC City of Denton Attn: Contracts Department Purchasing Manager –File 7831 1000 Wilson Blvd, Suite 1400 901B Texas Street Arlington, VA 22209 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 184 City of Denton, Texas Contract 7831 Standard Agreement for Engineering Related Design Services Revised Date: 10/25/21 Page 7 of 12 ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER which shall not be unreasonably withheld. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A –The Texas Department of Information Resources (DIR) Cooperative Program Contract #DIR-TSO-4032, for AP Automation and Vendor Management Consulting Services(on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Project Schedule and Rate Sheet Exhibit C – Form CIQ – Conflict of Interest Questionnaire What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 185 City of Denton, Texas Contract 7831 Standard Agreement for Engineering Related Design Services Revised Date: 10/25/21 Page 8 of 12 the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Jeff Meadows. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 186 City of Denton, Texas Contract 7831 Standard Agreement for Engineering Related Design Services Revised Date: 10/25/21 Page 9 of 12 ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right, upon reasonable advance notice and during normal business hours, to audit and make copies of the fee and expense information and work product documentation (“Records”) pertaining to this agreement. The CONTRACTOR shall retain such Records pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case Records shall be kept until all audit tasks are completed and resolved. These Records shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All 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 OWNER. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Notwithstanding the foregoing or anything in this agreement, nothing this Section or any audit or inspections hereunder, shall violate or cause Consultant to violate any of Consultant’s professional standards, privacy, confidentially or legal obligations and provided further, that Consultant’s work papers and other proprietary materials are excluded from such audit. [Client] will treat the Records as confidential information and may not disclose the Records to any other parties. ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel Consultant 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, Consultant certifies that Consultant’s signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Consultant certifies that Consultant’s signature provides written verification to the City that Consultant, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 187 City of Denton, Texas Contract 7831 Standard Agreement for Engineering Related Design Services Revised Date: 10/25/21 Page 10 of 12 Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the Consultant submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Consultant will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The consultant shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXVII PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Consultant shall complete and submit the City’s Conflict of Interest Questionnaire. DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 188 City of Denton, Texas Contract 7831 Standard Agreement for Engineering Related Design Services Revised Date: 10/25/21 Page 11 of 12 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CONSULTANT BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: BY: _______________________________ DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 571 242 0478 graeme.finley@us.gt.com Principal Graeme.Finley@us.gt.com Graeme Finley 189 City of Denton, Texas Contract 7831 Standard Agreement for Engineering Related Design Services Revised Date: 10/25/21 Page 12 of 12 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 Director of Procurement and Compliance Christine Taylor Procurement and Compliance 190 City of Denton, Texas Contract 7831 Standard Agreement for Engineering Related Design Services Revised Date: 10/25/21 Page 13 of 15 Exhibit A The Texas Department of Information Resources (DIR) Cooperative Program Contract #DIR-TSO-4032, for AP Automation and Vendor Management Consulting Services (on file at the purchasing office) DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 191 1 Exhibit B Table of Contents Letter of Transmittal 2 Key Personnel 3 Services, Timeline, and Pricing 4 DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 192 2 Letter of Transmittal August 12, 2021 Christine Taylor Director of Procurement and Compliance City of Denton 215 E. McKinney Street Denton, TX 76201 Dear Ms. Taylor: Grant Thornton LLC is pleased to present our proposal to provide Accounts Payable (AP) Automation and Vendor Management consulting services, as solicited in DIR Contract No. DIR-TSO-4032. As one of the world’s largest accounting and management consulting organizations, Grant Thornton is a leading provider of project management, business process transformation, and information technology consulting services. Our enclosed proposal introduces our highly qualified team with the experience to support the City of Denton consulting requirements. Grant Thornton’s understanding is that the City of Denton desires to implement a fully automated software that will be utilized by the Finance and Purchasing Departments for vendor management and payment processing. The main goal of automating the accounts payable and vendor management process is to improve payment efficiencies and controls across departments. The system will need to integrate to the City’s current financial reporting software (JD Edwards). We look forward to working with the City of Denton on this critical initiative. If you have any questions or require additional information, please contact me at (571) 242-0478 or via email at graeme.finley@us.gt.com. Sincerely, GRANT THORNTON LLC Graeme Finley Principal Audit – Tax – Advisory Grant Thornton LLC 111 Congress Ave, Suite 2500 Austin, TX, 78701 T: (512) 692-1200 F: (512) 692-1201 www.GrantThornton.com DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 193 3 Key Personnel Grant Thornton understands the strategic importance and magnitude City of Denton’s Accounts Payable Automation solution initiative and we have assembled a team with the appropriate industry, technology and managerial expertise to address the services outlined in the RFP. We will align our work schedule with the core Monday-to-Friday business hours of our City of Denton teammates and project leaders, enabling the Grant Thornton team to provide valuable support and guidance with minimal travel expenses. The Grant Thornton team also brings significant prior experience with the City of Denton, allowing our team to immediately add value. DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 194 4 Services, Timeline, and Pricing To fulfill the RFP consulting requirements, we will provide the below services: 1) Accounts Payable Automation and Vendor Management Integration with JD Edwards Our fees for Phase 1 services are summarized as follows: This pricing is specific to DIR Contract No. DIR-TSO-4032. Travel expenses for activities planned for weeks 7-10 are estimated at $11,975.00. The following fixed price billing schedule will be utilized for invoicing: End of Phase 1: $116,335.00 Accounts Payable (AP) Automation and Vendor Management ‐ Interface to JDE 123456789101112 PHASE 1 Project Onboarding/Planning Assist COD with Software/Process Requirements Gathering Assist COD Preparation for Vendor Scoring Attend COD Coordinated Vendor Demos (3 Preselected Vendors) Assist COD with Evaluation of Vendor Product and Final Selection (Per COD Requirements) Advise COD During Vendor Contracting Phase Assist COD with High Level Timeline and Cost Estimate for JDE Project Management/Configuration/Development/Training/Post Go‐Live Support PHASE 2 (Fees for services in this Phase are NOT included in the estimated cost below) Assist COD with JDE Project Management/Configuration/Development/Training/Post Go‐ Live Support TBD Week Accounts Payable (AP) Automation and Vendor Management ‐ Interface to JDE Role Hours Rate Fees Engagement Partner/QA 5 220$ 1,100.00$ Project Manager 168 190$ 31,920.00$ Accounts Payable Lead 336 190$ 63,840.00$ CNC 20 175$ 3,500.00$ Developer 40 100$ 4,000.00$ 569 104,360.00$ DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 195 Exhibit C 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 s ection is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government 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 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 Grant Thornton, LLP X X 11/3/2021 X 196 Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: *** (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 197 Exhibit C Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 13764F1F-9C67-4D61-8895-0AF164E77B67 198 Certificate Of Completion Envelope Id: 13764F1F9C674D6188950AF164E77B67 Status: Sent Subject: Please DocuSign: City Council Contract 7831 Source Envelope: Document Pages: 21 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/2/2021 10:06:46 AM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/2/2021 10:29:57 AM Viewed: 11/2/2021 10:30:12 AM Signed: 11/2/2021 10:30:58 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/2/2021 10:31:00 AM Viewed: 11/2/2021 10:35:09 AM Signed: 11/2/2021 10:35:47 AM 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) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/2/2021 10:35:49 AM Viewed: 11/3/2021 7:21:09 PM Signed: 11/3/2021 7:23:29 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Graeme Finley Graeme.Finley@us.gt.com Principal Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 73.158.186.251 Sent: 11/3/2021 7:23:30 PM Viewed: 11/3/2021 8:06:50 PM Signed: 11/3/2021 8:09:28 PM Electronic Record and Signature Disclosure: Accepted: 11/3/2021 8:06:50 PM ID: 58e96948-746d-4275-b57b-618b1a3d34bf 199 Signer Events Signature Timestamp Christine Taylor Christine.Taylor@cityofdenton.com Director of Procurement and Compliance City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.186.206.4 Signed using mobile Sent: 11/3/2021 8:09:30 PM Viewed: 11/3/2021 9:30:38 PM Signed: 11/3/2021 9:31:05 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/3/2021 9:31:07 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/3/2021 11:21:11 AM ID: aa5604bb-b29a-4254-9360-1f20b6b54858 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/2/2021 10:31:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/3/2021 9:31:07 PM Viewed: 11/4/2021 11:27:52 AM 200 Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Christine Taylor Christine.Taylor@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/2/2021 10:29:57 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 201 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Graeme Finley, Rosa Rios 202 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? 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If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 203 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 204 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2564,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the approval of a fourth amendment to a contract between the City of Denton and ClearRisk,Inc.,amending the contract approved by Purchasing on January 9,2014,in the not-to-exceed amount of $49,500.00;amended by Amendments 1-3 approved by the Council and Purchasing;said fourth amendment to continue to provide risk management information system (RMIS)software for the Risk Management and Safety divisions;providing for the expenditure of funds therefor;and providing an effective date (File 7261 -providing for an additional fourth amendment expenditure amount not-to-exceed $24,500.00,with the total contract amount not-to-exceed $172,500.00 and extending the contract with ClearRisk, Inc. to January 8, 2023). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™205 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a fourth amendment to a contract between the City of Denton and ClearRisk, Inc., amending the contract approved by Purchasing on January 9, 2014, in the not-to-exceed amount of $49,500.00; amended by Amendments 1-3 approved by the Council and Purchasing; said fourth amendment to continue to provide risk management information system (RMIS) software for the Risk Management and Safety divisions; providing for the expenditure of funds therefor; and providing an effective date (File 7261 – providing for an additional fourth amendment expenditure amount not-to-exceed $24,500.00, with the total contract amount not-to-exceed $172,500.00 and extending the contract with ClearRisk, Inc. to January 8, 2023). INFORMATION/BACKGROUND The proposed contract amendment includes additional time and expenditure authority during the solicitation and implementation period for a new risk management and safety information system (RMIS). An RMIS software application is designed to manage commercial risk (e.g., safety incidents, claims, insurance policies) and provide the ability to efficiently track, report, manage, and mitigate safety incidents, claims, and insurance policies, forecast losses, and identify trends. Because the risk management and safety functions are intertwined and share much of the same data, all of these components, together, allow the City to identify patterns in risks and respond faster to keep our employees safe and protect assets. During the existing contract period, Amendment 1 was prepared, but never executed by either party. Amendments 2 and 3 added funds to the existing contract in the total of $73,500 for additional services. The incumbent software application, ClearRisk, has been in place since 2014; the current contract expires on January 8, 2022. With the impending expiration of the current contract, a formal request for Proposal (RFP) process was initiated in May 2021. The evaluation team reviewed six (6) proposals, and stakeholders in police, water/wastewater, safety, and risk management participated in demonstrations of four (4) RMIS systems. Based upon this evaluation, the evaluation team selected a vendor that best fits the City's current and long-term needs. Contract negotiations with the prospective vendor began in August 2021; the project will be started upon approval. The implementation of the new RMIS will be accomplished through a phased approach; full implementation is estimated to take eight (8) to twelve (12) months. Due to the extended amount of time that will be required for the complex implementation of the new RMIS, Risk Management staff is seeking a one (1) year extension to the current ClearRisk to prevent a lapse in software accessibility during the implementation of a new RMIS. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 206 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 13, 2016, City Council approved Amendment No. 2 with ClearRisk, Inc. in the not-to- exceed amount of $49,500, for a total not-to-exceed amount of $99,000. (Ordinance 2016-412). RECOMMENDATION Award Amendment No. 4 with ClearRisk, Inc., to continue to provide risk management information system (RMIS) software for the Risk Management and Safety divisions, $24,500.00, with the total contract amount not-to-exceed $172,500.00 and extending the contract to January 8, 2023. PRINCIPAL PLACE OF BUSINESS ClearRisk, Inc. St. John’s, Province of Newfoundland & Labrador ESTIMATED SCHEDULE OF PROJECT This contract will expire on January 8, 2023. FISCAL INFORMATION This software application will be funded by the Risk Retention Fund. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Contract Exhibit 3: Amendment 1 (Never Executed) Exhibit 4: Ordinance and Amendment 2 Exhibit 5: Amendment 3 Exhibit 6: Ordinance and Amendment 4 Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Deby Skawinski, 940-349-7810. Legal point of contact: Marcella Lunn at 940-349-8333. 207 EXHIBIT 1 208 EXHIBIT 1 209 EXHIBIT 1 210 EXHIBIT 1 211 EXHIBIT 1 212 EXHIBIT 1 213 EXHIBIT 1 214 EXHIBIT 1 215 EXHIBIT 1 216 EXHIBIT 1 217 EXHIBIT 1 218 EXHIBIT 1 219 EXHIBIT 1 220 EXHIBIT 1 221 EXHIBIT 1 222 EXHIBIT 1 223 EXHIBIT 1 224 EXHIBIT 1 225 EXHIBIT 1 226 EXHIBIT 1 227 Exhibit 3 Amendment 1 was prepared in December of 2016, but was never executed. 228 PANWAIMI! C • • • FOR AN ADDITIONAL THREE (3) YEAR EXPENDITURE AMOUNT OF $49,500 FOR A TOTAL CONTRACT AWARD NOT -TO -EXCEED $99,000). WHEREAS, Section 252.022 of the Local Goyernn7ciit Codec provides that procurement of items that are only available from one source, including; items that are only available from one source because ofpatents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE B' VENDOR AMOUNT 5452 Clear Risk, Inc. $99,000 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. 229 SECTION 4, The City Manager is hereby authorized to execute any contracts relating to the items specified in Section I and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5452 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. r-ASSED AND APPROVED this the -..—) - day of 2016. vx C S WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY B Y: BY: 230 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Granicus # Ordinance # DocuSign Envelope ID: 06BBB439-BF51-49EA-9D00-281AED251ACE 231 Contract 5452, Amendment 2 December 13, 2016 City of Denton, TX 601 E. Hickory, Suite A Denton, Texas USA, 76205 Attention: Howard Martin, Interim City Manager RE: Amendment 2 of the ClearRisk Claims Service Agreement 5452 Dear Mr. Payne, This is to confirm our agreement concerning the Amendment 2 of the ClearRisk Claims Services Agreement effective since January 9th, 2014 (Contract 5452) and entered into with ClearRisk, Inc. (“ClearRisk”), a copy of which is attached hereto for easy reference (the “Service Agreement”) for the same price and term of one (1) year, from January 9th, 2017 to January 9th, 2018. Please note: ClearRisk is initiating a 12.5% increase in 2017 on all annual user licenses and web form fees. This is ClearRisk’s first price increase. However, ClearRisk would like to take this opportunity to extend the term from the initially agreed upon one (1) year renewal term to a three (3) year renewal term (the “Extended Term”). This allows the City of Denton, TX to benefit in a price freeze for the duration of the extended term and not be affected by the 2017 price increase. Any additional user licenses or web forms not currently under contract would also benefit from this price freeze. The total contract shall not-to-exceed $99,000. All the terms and conditions of the Service Agreement shall continue to govern the services rendered by you to ClearRisk during the Extended Term. If the above provisions are acceptable by you, please print and sign two copies of this letter in the space provided below and return one to the undersigned. Sincerely, Craig Rowe CEO & Founder, ClearRisk, Inc. DocuSign Envelope ID: 06BBB439-BF51-49EA-9D00-281AED251ACE 232 Contract 5452, Amendment 2 Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 3 of this amendment. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 06BBB439-BF51-49EA-9D00-281AED251ACE 233 Contract 5452, Amendment 2 Read and Accepted on ___________________________________ ClearRisk, Inc. _______________________________________ Name: Craig Rowe Title: CEO _____________________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER City of Denton, TX _______________________________________ Howard Martin Interim City Manager Attest: Jennifer Walters, City Secretary _______________________________________________ Approved as to Legal Form: Anita Burgess, City Attorney ___________________________________________________________ DocuSign Envelope ID: 06BBB439-BF51-49EA-9D00-281AED251ACE 234 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 06BBB439-BF51-49EA-9D00-281AED251ACE 235 Certificate Of Completion Envelope Id: 06BBB439BF5149EA9D00281AED251ACE Status: Completed Subject: City Council Docusign Item - 5452 Amendment 2 Source Envelope: Document Pages: 5 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 0 Karen E. Smith AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) karen.smith@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 12/2/2016 1:15:12 PM Holder: Karen E. Smith karen.smith@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Karen E. Smith karen.smith@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 12/2/2016 1:22:17 PM Viewed: 12/2/2016 1:22:26 PM Signed: 12/2/2016 1:22:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Craig Rowe crowe@clearrisk.com Security Level: Email, Account Authentication (Optional) Using IP Address: 99.234.101.40 Sent: 12/2/2016 1:22:59 PM Resent: 12/6/2016 7:56:00 AM Viewed: 12/5/2016 7:23:48 AM Signed: 12/6/2016 8:05:30 AM Electronic Record and Signature Disclosure: Accepted: 12/5/2016 7:23:48 AM ID: 68bab2ae-ff45-4433-bb17-1e23d9f22a29 John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 12/6/2016 8:05:33 AM Viewed: 12/6/2016 11:54:38 AM Signed: 12/6/2016 11:55:27 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 12/6/2016 11:55:29 AM Viewed: 12/6/2016 1:40:33 PM Signed: 12/14/2016 10:43:06 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: 236 Signer Events Signature Timestamp Howard Martin howard.martin@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 12/14/2016 10:43:10 AM Viewed: 12/20/2016 9:52:49 AM Signed: 12/20/2016 9:53:08 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 12/20/2016 9:53:09 AM Viewed: 12/21/2016 9:38:37 AM Signed: 12/21/2016 9:38:50 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Ierson Signer Events Signature Timestamp Editor IeliverI Events Status Timestamp Igent IeliverI Events Status Timestamp IntermediarI IeliverI Events Status Timestamp Certified IeliverI Events Status Timestamp CarIon CopI Events Status Timestamp Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 12/6/2016 8:05:31 AM Viewed: 12/6/2016 8:22:36 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 12/6/2016 8:05:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 12/14/2016 10:43:08 AM Viewed: 12/14/2016 11:33:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 12/14/2016 10:43:08 AM 237 CarIon CopI Events Status Timestamp Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Sent: 12/21/2016 9:38:52 AM Viewed: 12/28/2016 3:07:05 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 12/21/2016 9:38:53 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott Payne scott.payne@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 12/21/2016 9:38:54 AM Viewed: 12/21/2016 9:40:54 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: IotarI Events Timestamp Envelope SummarI Events Status Timestamps Envelope Sent Hashed/Encrypted 12/21/2016 9:38:54 AM Certified Delivered Security Checked 12/21/2016 9:38:54 AM Signing Complete Security Checked 12/21/2016 9:38:54 AM Completed Security Checked 12/21/2016 9:38:54 AM Electronic Record and Signature Iisclosure 238 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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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. " "# ! !# " " ! " $ % 239 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kevin.gunn@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 240 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 241 Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 074A71E3-CE39-4860-9DD2-CDAB1765805F 7261FILE Tabitha Millsop Claims Handling for Risk Management Software January 9, 2022 242 P. O. Box 21097, St. John's, NL, A1A 5B2 phone: 709.727.6424 email: mbowman@clearrisk.com ClearRisk/City of Denton, TX Renewal Agreement THIS ADDENDUM made at the City of St. John’s, Province of Newfoundland and Labrador this __________ day of __________ 2019. BETWEEN: CLEAR RISK INC., a body corporate, organized and existing under the laws of the Province of Newfoundland and Labrador (“ClearRisk”) AND: City of Denton, TX WHEREAS ClearRisk and Client entered into the ClearRisk Claims Services Agreement dated the 9th day of January 2014 and the Addendum to the ClearRisk Claims Services Agreement dated the 13th of December 2016 (the “Services Agreement”); AND WHEREAS the parties wish to amend the Services Agreement as more particularly set out herein; NOW THIS ADDENDUM AGREEMENT WITNESSES that, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto, being all of the parties to the Services Agreement, agree that the Services Agreement shall be amended as follows: Article 2.1 to be updated from its original form in the original ClearRisk Claims Services Agreement dated the 9th day of January 2014 to the following: This agreement comes into force as of the date hereof and has a term of two years from the date on which this agreement comes into force unless it is renewed in accordance with the provisions of Section 2.2 hereto. DocuSign Envelope ID: 074A71E3-CE39-4860-9DD2-CDAB1765805F 13 December 243 P. O. Box 21097, St. John's, NL, A1A 5B2 phone: 709.727.6424 email: mbowman@clearrisk.com Pricing Breakdown (Schedule “B” update) Pricing of ClearRisk Claims to be increased to the following for 2020 and 2021: 2-year term: 2020: $24,500 2021: $24,500 *All pricing in USD Additional account work updates to be completed prior to renewal (8 hours included at no cost). All work will add value to Denton and make ClearRisk much more streamlined within the city. 1. Financial record uploads each month (rectified, but with manual work needed from ClearRisk and your TPA) 2. Department listings being incorrect causing issues with employee and vehicle uploads (rectified on a monthly basis but with manual work needed upfront from ClearRisk and Denton) 3. Denton report generation (How can ClearRisk and Denton make this much easier to access data. We have a number of ideas such as training and CR building standard reports for Denton) 4. Streamlining HBU numbers (ClearRisk has ideas on how to streamline for Denton) ClearRisk will be dedicating 8 hours (at no cost) to rectifying these issues between now and your renewal once we have the go ahead from Denton. Our typical hourly rate for these services is $150/hour. ClearRisk has improved processes and workflow and there are an abundance of opportunity to make ClearRisk better for Denton. Support and Maintenance ClearRisk will be adding 20 hours of dedicated support and maintenance to your account on an annual basis. Time will be tracked by ClearRisk’s support team and updates will be provided to Denton upon request. Support hours can be used for items such as field customization, additional user training and report generation requests. Additional support hours can be purchased in blocks of 5 hours for $750/block. Regular troubleshooting such as login issues and password reset inquiries does not count against these hours. DocuSign Envelope ID: 074A71E3-CE39-4860-9DD2-CDAB1765805F 244 P. O. Box 21097, St. John's, NL, A1A 5B2 phone: 709.727.6424 email: mbowman@clearrisk.com This Addendum is supplementary to the Services Agreement and all other provisions of the Services Agreement shall remain in force, unless inconsistent with this present Addendum. Defined terms in this Services Amendment have the same meaning as the meaning given to them in the Services Agreement, unless otherwise expressly set forth in this Addendum. IN WITNESS WHEREOF the parties have caused to be hereto affixed their respective corporate seals attested by the signatures of their duly authorized signing officers as of the date indicated first herein: City of Denton, TX Per: _____________________________________________ Name: ___________________________________________ Title: ____________________________________________ Date: ____________________________________________ ClearRisk Inc. Per: _____________________________________________ Name: Mike Bowman Title: VP, Sales & Customer Success Date: ____________________________________________ DocuSign Envelope ID: 074A71E3-CE39-4860-9DD2-CDAB1765805F 12/13/2019 Tabitha Millsop 12/20/2019 Assistant Purchasing Manager 245 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 074A71E3-CE39-4860-9DD2-CDAB1765805F Clear Risk Inc. X N/A 12/13/2019 N/A 246 Certificate Of Completion Envelope Id: 074A71E3CE3948609DD2CDAB1765805F Status: Completed Subject: ***Purchasing Approval*** 7261- ClearRisk for Risk Management Source Envelope: Document Pages: 5 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Tabitha Millsop AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 tabitha.millsop@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 12/13/2019 10:20:10 AM Holder: Tabitha Millsop tabitha.millsop@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Tabitha Millsop tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 12/13/2019 10:22:09 AM Viewed: 12/13/2019 10:22:20 AM Signed: 12/13/2019 10:28:20 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mike Bowman mbowman@clearrisk.com VP, Sales & Customer Success Clear Risk Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.117.162.111 Sent: 12/13/2019 10:28:22 AM Viewed: 12/13/2019 10:31:53 AM Signed: 12/13/2019 10:34:05 AM Electronic Record and Signature Disclosure: Accepted: 12/13/2019 7:53:08 AM ID: d17ed7c6-fd4c-4358-8d7e-f35d80cdc8aa Tabitha Millsop tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/13/2019 10:34:07 AM Viewed: 12/20/2019 4:09:30 PM Signed: 12/20/2019 4:09:47 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp 247 Carbon Copy Events Status Timestamp Cassey Ogden Cassandra.Ogden@cityofdenton.com Director of Procurement and Compliance City of Denton Security Level: Email, Account Authentication (None) Sent: 12/20/2019 4:09:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/20/2019 4:09:50 PM 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 12/20/2019 4:09:50 PM Certified Delivered Security Checked 12/20/2019 4:09:50 PM Signing Complete Security Checked 12/20/2019 4:09:50 PM Completed Security Checked 12/20/2019 4:09:50 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 248 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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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Mike Bowman 249 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. 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To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? 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If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 250 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 251 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE APPROVAL OF A FOURTH AMENDMENT TO A CONTRACT BETWEEN THE CITY OF DENTON AND CLEARRISK, INC., AMENDING THE CONTRACT APPROVED BY PURCHASING ON JANUARY 9, 2014, IN THE NOT-TO- EXCEED AMOUNT OF $49,500.00; AMENDED BY AMENDMENTS 1-3 APPROVED BY THE COUNCIL AND PURCHASING; SAID FOURTH AMENDMENT TO CONTINUE TO PROVIDE RISK MANAGEMENT INFORMATION SYSTEM (RMIS) SOFTWARE FOR THE RISK MANAGEMENT AND SAFETY DIVISIONS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7261 PROVIDING FOR AN ADDITIONAL FOURTH AMENDMENT EXPENDITURE AMOUNT NOT-TO- EXCEED $24,500.00, WITH THE TOTAL CONTRACT AMOUNT NOT-TO-EXCEED $172,500.00 AND EXTENDING THE CONTRACT WITH CLEARRISK, INC. TO JANUARY 8, 2023). WHEREAS, on January 9, 2014, the City awarded a contract to ClearRisk, Inc. in the amount of $49,500.00, for a software product that manages claims and risk information; and WHEREAS, on December 13, 2016, by Ordinance No. 2016-412, the City awarded a Second Amendment to ClearRisk, Inc. in the amount of $49,500, for the continued use of a software product that manages claims and risk information; and WHEREAS, on December 13, 2019, the City awarded a Third Amendment to ClearRisk, Inc. in the amount of $49,000, for the continued use of a software product that manages claims and risk information; and WHEREAS, the additional fees under the proposed Fourth Amendment are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees , and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Fourth Amendment, increasing the amount of the contract between the City and ClearRisk, Inc., which is on file in the office of the Purchasing Agent, in the amount of Twenty Four Thousand Five Hundred and 00/100 ($24,500.00) Dollars, is hereby approved, and the expenditure of funds therefor is hereby authorized in accordance with said amendment which shall be effective upon the execution of the amendment attached hereto. The total contract amount increases to $172,500.00. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: 252 Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 253 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 384ABADD-65B3-4C74-AA83-AE506AAD63D8 Not Applicable FILE Claims Handling for Risk Management Software Gabby Leeper 7261 254 P. O. Box 21097, St. John's, NL, A1A 5B2 phone: 709.727.6424 email: mbowman@clearrisk.com ClearRisk/City of Denton, TX Renewal Agreement THIS ADDENDUM made at the City of St. John’s, Province of Newfoundland and Labrador this __________ day of __________ 2021. BETWEEN: CLEAR RISK INC., a body corporate, organized and existing under the laws of the Province of Newfoundland and Labrador (“ClearRisk”) AND: City of Denton, TX WHEREAS ClearRisk and Client entered into the ClearRisk Claims Services Agreement dated the 9th day of January 2014 and the 1st Addendum to the ClearRisk Claims Services Agreement dated the 13th of December 2016 (the “Services Agreement”) and the 2nd Addendum to the ClearRisk Claims Services Agreement dated the 19th of December 2019 (the “Services Agreement”) AND WHEREAS the parties wish to amend the Services Agreement as more particularly set out herein; NOW THIS ADDENDUM AGREEMENT WITNESSES that, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto, being all of the parties to the Services Agreement, agree that the Services Agreement shall be amended as follows: Article 2.1 to be updated from its original form in the original ClearRisk Claims Services Agreement dated the 9th day of January 2014 to the following: This agreement comes into force as of the date hereof and has a term of one year from the date on which this agreement comes into force unless it is renewed in accordance with the provisions of Section 2.2 hereto. DocuSign Envelope ID: 384ABADD-65B3-4C74-AA83-AE506AAD63D8 255 P. O. Box 21097, St. John's, NL, A1A 5B2 phone: 709.727.6424 email: mbowman@clearrisk.com Article 8.3 to be added as per the following: 8.3 Data Provided Upon Termination. Upon the termination of this Agreement for any reason, ClearRisk shall, if requested by Client within 30 days of the effective termination date, backup Client’s Client Data and provide electronic copies of such Client Data through a ClearRisk provided FTP folder to Client. All data will be uniquely identified for efficient processing. Client Data will be provided as follows: Text data in CSV format with appropriate titles and column headers Notes and file attachments in their native format provided in .zip folder Once data is accepted by Client, ClearRisk will delete all data from existing servers and provide confirmation to Client. After such 30-day period, ClearRisk will have no obligation to maintain or provide any Client Data, and will thereafter delete or destroy all copies of Client Data in its systems or otherwise in its possession or control, unless legally prohibited. Once Client Data has been provided to Client as described above, ClearRisk will have no further responsibility to Client. Pricing Breakdown (Schedule “B” update) Pricing of ClearRisk Claims will not increase for 2022: 1-year term: 2022: $24,500 *All pricing in USD DocuSign Envelope ID: 384ABADD-65B3-4C74-AA83-AE506AAD63D8 256 P. O. Box 21097, St. John's, NL, A1A 5B2 phone: 709.727.6424 email: mbowman@clearrisk.com This Addendum is supplementary to the Services Agreement and all other provisions of the Services Agreement shall remain in force, unless inconsistent with this present Addendum. Defined terms in this Services Amendment have the same meaning as the meaning given to them in the Services Agreement, unless otherwise expressly set forth in this Addendum. IN WITNESS WHEREOF the parties have caused to be hereto affixed their respective corporate seals attested by the signatures of their duly authorized signing officers as of the date indicated first herein: City of Denton, TX Per: _____________________________________________ Name: ___________________________________________ Title: ____________________________________________ Date: ____________________________________________ ClearRisk Inc. Per: _____________________________________________ Name: Mike Bowman Title: VP, Sales & Customer Success Date: ____________________________________________ DocuSign Envelope ID: 384ABADD-65B3-4C74-AA83-AE506AAD63D8 Gabby Leeper 11/3/2021 Buyer 11/9/2021 257 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT CITY OF DENTON, TEXAS BY: _____________________________ SARA HENSLEY INTERIM CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: 384ABADD-65B3-4C74-AA83-AE506AAD63D8 Deby Skawinski Deputy Director, Risk & Compliance HR/Risk Management 258 Certificate Of Completion Envelope Id: 384ABADD65B34C74AA83AE506AAD63D8 Status: Sent Subject: Please DocuSign: City Council Contract 7261 Claims Handling for Risk Management Software Source Envelope: Document Pages: 5 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Gabby Leeper AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/3/2021 4:05:01 PM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/3/2021 4:14:54 PM Viewed: 11/3/2021 4:15:32 PM Signed: 11/3/2021 4:16:00 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/3/2021 4:16:02 PM Viewed: 11/4/2021 8:20:50 AM Signed: 11/4/2021 8:21:20 AM 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) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/4/2021 8:21:23 AM Viewed: 11/8/2021 5:02:20 PM Signed: 11/8/2021 5:04:02 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mike Bowman mbowman@clearrisk.com VP Sales & Customer Success Clear Risk Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 142.166.52.15 Sent: 11/8/2021 5:04:05 PM Viewed: 11/9/2021 7:09:45 AM Signed: 11/9/2021 7:10:45 AM Electronic Record and Signature Disclosure: Accepted: 12/13/2019 7:53:08 AM ID: d17ed7c6-fd4c-4358-8d7e-f35d80cdc8aa 259 Signer Events Signature Timestamp Deby Skawinski Deby.Skawinski@cityofdenton.com Deputy Director, Risk & Compliance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/9/2021 7:10:47 AM Viewed: 11/9/2021 7:11:31 AM Signed: 11/9/2021 7:12:07 AM Electronic Record and Signature Disclosure: Accepted: 11/9/2021 7:11:31 AM ID: 9cc77f29-aea9-4531-9db5-a27f4800e979 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/9/2021 7:12:09 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/3/2021 11:21:11 AM ID: aa5604bb-b29a-4254-9360-1f20b6b54858 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/3/2021 4:16:02 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 260 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/9/2021 7:12:08 AM Viewed: 11/9/2021 8:26:11 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Eric Koenig Eric.Koenig@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/3/2021 4:14:54 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 261 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Mike Bowman, Deby Skawinski, Rosa Rios 262 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? 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If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 263 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 264 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2565,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute an Interlocal Cooperative Purchasing Agreement with the City of North Richland Hills,under the Texas Government Code,Section 791.001,to authorize the City of North Richland Hills and City of Denton to utilize each entities’solicited contracts for the purchasing of various goods and services; authorizing the expenditure of funds therefor;and declaring an effective date (File 7816 -award an Interlocal Cooperative Purchasing Agreement with the City of North Richland Hills). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™265 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute an Interlocal Cooperative Purchasing Agreement with the City of North Richland Hills, under the Texas Government Code, Section 791.001, to authorize the City of North Richland Hills and City of Denton to utilize each entities’ solicited contracts for the purchasing of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 7816 – award an Interlocal Cooperative Purchasing Agreement with the City of North Richland Hills). INFORMATION/BACKGROUND Chapter 791 of the Texas Government Code authorizes respective participating governments to enter into agreements for the purchase of goods and services. The attached agreement is an authorization for the City of Denton to participate in contracts awarded by the City of North Richland Hills and for the City of North Richland Hills to participate in contracts awarded by the City of Denton. The contract will remain in effect until terminated by either party. This agreement will allow both entities to utilize contracts for goods and services competitively solicited by the other party to the contract. The solicitation process followed by both entities meets all statutory procurement requirements per Local Government Code 271.102. Upon approval of the Agreement, the City of North Richland Hills intends to utilize the City of Denton’s RFP 7728 Fire Department Outdoor Warning Sirens Maintenance and Repair. Section 791 of the Government Code requires that all Cooperative Agreements must be authorized by the governing body, regardless of the dollar amount. RECOMMENDATION Award an Interlocal Cooperative Purchasing Agreement with the City of North Richland Hills for various goods and services. PRINCIPAL PLACE OF BUSINESS City of North Richland Hills North Richland Hills, TX City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 266 ESTIMATED SCHEDULE OF PROJECT This Agreement is effective upon approval by the City of Denton and will remain in effect until terminated by either party. FISCAL INFORMATION Each future acquisition, based on the Agreement, will follow the City of Denton fiscal verification policy and be charged to the appropriate budget account. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Interlocal Agreement Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Lori Hewell, 940-349-7100. Legal point of contact: Marcella Lunn at 940-349-8333. 267 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL COOPERATIVE PURCHASING AGREEMENT WITH THE CITY OF NORTH RICHLAND HILLS, UNDER THE TEXAS GOVERNMENT CODE, SECTION 791.001, TO AUTHORIZE THE CITY OF NORTH RICHLAND HILLS AND CITY OF DENTON TO UTILIZE EACH ENTITIES SOLICITED CONTRACTS FOR THE PURCHASING OF VARIOUS GOODS AND SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 7816 AWARD AN INTERLOCAL COOPERATIVE PURCHASING AGREEMENT WITH THE CITY OF NORTH RICHLAND HILLS). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is hereby authorized to execute the Interlocal Cooperative Purchasing Agreement with the City of North Richland Hills under Section 791.001 of the Texas Government Code, a copy of which is attached hereto and SECTION 2. The City Manager, or their designee, is authorized to expend funds pursuant to the Agreement for the purchase of various goods and services. SECTION 3. The City Council of the City of Denton 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 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 [___ - ___]: 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: ______ ______ ______ ______ 268 PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 269 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 218C155C-723A-4278-A096-FD4B93A79AFB Not Applicable IA City of North Richland Hills Ginny Brummett 7816 270 4_, City Secretary OfficeMYOfficialRecordCopyTyra INTERLOCAL COOPERATIVE PURCHASING AGREEMENT BETWEEN CITY OF NORTH RICHLAND HILLS,TEXAS AND CITY OF DENTON, TEXAS STATE OF TEXAS COUNTY OF DENTON THIS INTERLOCAL COOPERATIVE PURCHASING AGREEMENT (the "Agreement") is made on the day of 2021, between the City of Denton, and City of North Richland Hills, Texas;jointly referred to herein as "parties" and each separately as a"party." WHEREAS, each party is authorized by Chapter 791 of the Texas Government Code (the Interlocal Cooperation Act"),to enter into joint contracts and agreements for the performance of governmental functions and services including administrative functions normally associated with the operation of government such as purchasing necessary materials and supplies; WHEREAS, Section 271.102 of the Texas Local Government Code authorizes a local government to participate in a cooperative purchasing program with another local government or a local cooperative organization; WHEREAS, the parties recognize that participation in this cooperative purchasing program will be highly beneficial to the taxpayers of the parties through anticipated savings to be realized; WHEREAS,the parties cannot normally obtain the best possible purchase price for materials and supplies acting individually and without cooperation; WHEREAS, it is deemed in the best interest of all parties that said governments enter into a mutually satisfactory agreement for the purchase of certain materials and supplies; and WHEREAS, the parties, in performing governmental functions or in paying for the performance of governmental functions hereunder,shall make that performance or those payments from current revenues legally available to that party; NOW, THEREFORE,the parties hereto, in consideration ofthe mutual covenants and conditions contained herein and pursuant to the authority permitted under the Interlocal Cooperation Act, promise and agree as follows: I. Purpose A. The purpose of this Agreement is to establish a cooperative purchasing program between the parties, which will allow each party to purchase goods and services under each other's Signature Page to Interlocal Cooperative Purchasing Agreement DocuSign Envelope ID: 218C155C-723A-4278-A096-FD4B93A79AFB 271 ZA y City Secretary Office Official Record Copy competitively bid contracts pursuant to Subchapter F, Chapter 271 of the Texas Local Government Code. II. Duration of Agreement A. This Agreement shall be in full force and effect from the date it is duly executed by all parties until terminated by either party to this Agreement. Any party may modify and/or terminate this Agreement in accordance with the following terms and conditions: The terms and conditions of this Agreement may be modified upon the mutual consent of all parties. Mutual consent will be demonstrated by approval of the governing body of each party hereto. No modification to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of all parties. This Agreement may be terminated at any time by either party, with or without cause, upon thirty days' written notice to the other party. Unless otherwise specified, written notice shall be deemed to have been duly served if delivered in person, sent (i) as an attachment to an email, (ii) by fax with a successful send confirmation, or(iii)by certified mail to the address as listed herein: City of Denton: Procurement Division Attn: Purchasing Manager City of Denton 901 B Texas Street Denton, TX 76209 Phone: 940-349-7100 Fax: 940-293-1837 purchasing@cityofdenton.com City ofNorth Richland Hills: Purchasing Department Attn: Scott Kendall City ofNorth Richland Hills 4301 City Point Drive North Richland Hills, TX 76180 Phone: 817-427-6165 skendall@nrhtx.com Signature Page to Interlocal Cooperative Purchasing Agreement DocuSign Envelope ID: 218C155C-723A-4278-A096-FD4B93A79AFB 272 L. City Secretary Office4OfficialRecordCopy III. Relationship of Parties A. It is agreed that the parties, in receiving products and/or services specified in this Agreement, shall each act as an independent purchaser and shall have control of its needs and the way any such products and/or services are acquired. Neither party is an agent, employee or joint enterprise of the other, and each party is responsible for its own actions, forbearance, negligence and deeds, and for those of its agents or employees, in conjunction with the utilization and/or cooperative solicitation of any supplier agreement obtained in accordance with Texas law. B. The parties shall notify, using the notice procedures set forth in Section II.A, all participating entities of available contracts to include terms of contract,commodity cost, contact names and addresses, and shall keep participating parties informed of all changes to the list of contracts available for cooperative purchasing. C. Each party shall ensure that all applicable laws and ordinances have been satisfied with respect to any action taken by such party pursuant to this Agreement. D. Nothing in this Agreement shall prevent any participating party from accepting and awarding bids for commodities subject to this Agreement individually and on its own behalf. E. Purchasing Agent or their designee, is the official representative to act for the City of Denton in all matters relating to this Agreement. F. [IN A1ar1Cndnanjortheirdesignee, is the official representative to act for r,epa,,,l t4 in all matters relating to this Agreement. IV. Purchase of Goods and Services A. All products and services shall be procured in accordance with all appropriate procedures governing competitive bids and competitive proposals, as required by the laws of the State of Texas. B. The parties will be able to purchase from those contracts established by the other party where notice has been given in the bid specifications and the successful bidder has accepted terms for cooperative purchasing agreements for local governments. C. The parties hereto agree that the ordering of products and services through this Agreement shall be their individual responsibility and that the successful bidder or bidders shall bill each party directly or, if deemed advantageous by the parties,to both parties. Signature Page to Interlocal Cooperative Purchasing Agreement DocuSign Envelope ID: 218C155C-723A-4278-A096-FD4B93A79AFB 273 to, City Secretary OfficezyOfficialRecordCopy D. The parties agree to pay successful bidders directly for all products or services received from current revenues available for such purchase.Each party shall be liable to the successful bidder only for products and services ordered by and received by such party and shall not, by the execution of this Agreement, assume any additional liability. E. The parties do not warrant and are not responsible for the quality or delivery of products or services from the successful bidder. The participating parties shall receive all warranties provided by the successful bidder for the products or services purchased. F. If any dispute arises between individual parties and a successful bidder, such dispute shall be handled by and between the participating parry's governmental body and the bidder. V. Liability and Immunity Provisions A. It is understood and agreed between the parties that each party hereto shall be responsible for its own and its employees' acts of negligence in connection with this Agreement. Neither party shall be responsible for any negligent act or omission of the other party or its employees in connection with this Agreement. It is specifically agreed that, as between the parties, each party to this Agreement shall be individually and respectively responsible for responding to, dealing with, insuring against, defending, and otherwise handling and managing liability and potential liability of itself and its employees pursuant to this Agreement. B. Notwithstanding the foregoing, each party hereto reserves and expressly does not waive any immunity or defense available at law or in equity, including governmental immunity, for any claim or cause of action whatsoever that may arise or result from the services provided and/or any circumstances arising under this Agreement. These provisions are solely for the benefit of the parties hereto and are not for the benefit of any person or entity not a party hereto; this Agreement shall not be interpreted nor construed to give any claim or cause of action to any third party. Neither party shall be held legally liable for any claim or cause of action arising pursuant to or out of the services provided under this Agreement, except as specifically provided by law. Where injury or property damages results from the joint or concurrent negligence of both parties,liability,ifany, shall be shared by each party based on comparative responsibility in accordance with the applicable laws of the State of Texas, subject to all defenses available to them, including governmental immunity. C. This Agreement is expressly made subject to the parties' governmental immunity under the Texas Civil Practice and Remedies Code and all applicable federal,state,and local laws,rules, regulations, ordinances, and policies. Nothing in this Agreement shall be deemed to waive, modify, or amend any legal defense available at law or in equity to either party or to create any legal rights or claim on behalf of any third party. Neither party waive, modify, or alter, to any extent whatsoever, the availability of the defense of governmental immunity under the laws of the State of Texas. VI. Signature Page to Interlocal Cooperative Purchasing Agreement DocuSign Envelope ID: 218C155C-723A-4278-A096-FD4B93A79AFB 274 ya' y City Secretary Office Official Record Copy Miscellaneous A. Each party has the full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to'sign on behalf of their respective party. B. In the event any one or more of the provisions contained in this Agreement shall be held, for any reason, to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. C. This Agreement shall be binding upon the parties hereto, their successors, heirs, personal representatives,and assigns. Neither party will assign or transfer an interest in this Agreement without the prior written consent of the other party. D. By entering into this Agreement,the parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in, or claims by,third parties who are not signatories to this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any cause of action concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. F. This Agreement, together with any referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto,has no legal force or effect whatsoever,unless properly executed in writing in accordance with Section II.A, and if appropriate, recorded as an amendment of this Agreement. G. Failure of any party, at any time, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision nor in any way affect the validity of this Agreement or the right of either party thereafter to enforce each provision hereof. No term of this Agreement shall be deemed waived or any breach excused unless the waiver shall be in writing and signed by the party claimed to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver or excuse of any other different or subsequent breach. H. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. I. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Signature Page to Interlocal Cooperative Purchasing Agreement DocuSign Envelope ID: 218C155C-723A-4278-A096-FD4B93A79AFB 275 ea.„ City Secretary Office Aix"- Official Record Copy Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their authorized officers thereon the day and the year first above written. CITY OF NORTH RICHLAND HILLS CITY OF DENTON, TEXAS t12-IL( CITY MANAGER CITY MANAGER ATTEST: ATTEST: ALICIA RICHARDSON, CITY UFC ° °I 3y'ROSA RIOS, CITY SECRETARY CHIEF GOVERNANCE OFFI. ..•.••••. BY: t) L 1r C7 co; BY: 0 h /may APPROVED AS TO LEGAL F(3I I: * S ,®ems APPROVED AS TO LEGAL Aoes o 110°e o FORM: MALESHIA B McGINNIS B Y: L'1" J i BY: F a Date Approved l o a5''-do.- Agenda No 3 • . _ Ord/Res; e.. Signature Page to Interlocal Cooperative Purchasing Agreement DocuSign Envelope ID: 218C155C-723A-4278-A096-FD4B93A79AFB 276 Certificate Of Completion Envelope Id: 218C155C723A4278A096FD4B93A79AFB Status: Sent Subject: ***Purchasing Approval*** ILA 7816 City of North Richland Hills Source Envelope: Document Pages: 7 Signatures: 1 Envelope Originator: Certificate Pages: 5 Initials: 1 Ginny Brummett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/8/2021 8:58:03 AM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/8/2021 9:05:37 AM Viewed: 11/8/2021 9:05:47 AM Signed: 11/8/2021 9:05:58 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/8/2021 9:05:37 AM Viewed: 11/8/2021 12:55:07 PM Signed: 11/8/2021 12:55:32 PM 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) Signature Adoption: Pre-selected Style Using IP Address: 68.185.202.16 Sent: 11/8/2021 12:55:34 PM Viewed: 11/8/2021 12:56:58 PM Signed: 11/8/2021 12:57:54 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/8/2021 12:57:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: 277 Signer Events Signature Timestamp Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/3/2021 11:21:11 AM ID: aa5604bb-b29a-4254-9360-1f20b6b54858 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/8/2021 12:55:33 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/8/2021 12:57:57 PM Viewed: 11/9/2021 8:25:10 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/8/2021 9:05:37 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 278 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Rosa Rios 279 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 280 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 281 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2575,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a contract with Patel &Patel General Partners dba Deluxe Inn,to provide accommodations for persons experiencing homelessness during the declared disaster related to COVID-19 for the Community Development Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 7829 -awarded to Patel &Patel General Partners dba Deluxe Inn,in the two (2)year not-to -exceed amount of $1,000,000.00). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™282 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Patel & Patel General Partners dba Deluxe Inn, to provide accommodations for persons experiencing homelessness during the declared disaster related to COVID-19 for the Community Development Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7829 – awarded to Patel & Patel General Partners dba Deluxe Inn, in the two (2) year not-to-exceed amount of $1,000,000.00). INFORMATION/BACKGROUND In March of 2020, the City quickly sought out alternative arrangements, in partnership with non-profit organizations, to temporarily shelter individuals and families experiencing homelessness in local hotels to rapidly implement COVID-19 safety protocols. At the time of Denton’s disaster declaration (March 13th) and subsequent directives from Governor Abbott for non-essential workers to stay at home (March 31st), there was emerging information about how to remain safe from contracting and spreading the COVID-19 virus especially in high-risk congregate settings like nursing homes and shelters. Per the CDC’s Interim Guidance for Homeless Service Providers, “Community coalitions should identify additional temporary housing and shelter sites that can provide appropriate services, supplies, and staffing.” Lack of space, significant reductions in volunteers in nonprofit organizations, and adequate supply of personal protective equipment at local emergency shelters for staff and people experiencing homelessness all contributed to the City’s decision to support the transition of people staying in shelters to local hotels. Collaboration with local organizations has allowed for meals and supplies to be readily available to people staying in the hotels and reduced the need for people staying in shelters to venture into large group settings. Additionally, the hotel setting has allowed for people experiencing homelessness who test positive for the virus to be safely quarantined until they are without symptoms and no longer considered contagious. In December of 2020, Council approved the continuation of an alternative shelter arrangement into 2021 with the City’s CDBG-CV funds to allow for proper distancing for the health and safety of the most vulnerable individuals experiencing homelessness. This Hotel Voucher Program utilizes $800,000 of Community Development Block Grant CARES Act (CDBG-CV) funding for forty (40) hotel rooms The Community Development Advisory Committee (CDAC) recommended an additional $43,226 of CDBG- CV funding to support the program. Council approved this recommendation with their approval of the 2021 Action Plan in June of 2021, bringing the total funding amount for the Hotel Voucher Program to $843,226. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 283 In July of 2021, Council was presented with a proposal to allocate $550,000 from the City’s first tranche of funding through the American Rescue Plan (ARP) Act to extend the Hotel Voucher Program to support the public health resources. This recommendation was approved with the adoption of the 2021/22 budget in September. Based on community feedback and continued monitoring of COVID-19 cases in the community, staff recommends the extension of the Hotel Voucher Program through the end of 2022 to align with the estimated completion date of the Loop 288 shelter. Requests for Proposals were sent to 136 prospective suppliers, including 16 Denton firms. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and were advertised in the local newspaper. One (1) proposal was received, and references were checked to ensure the vendor can provide the services requested in the Scope of Work. The proposal was evaluated based upon published criteria including compliance with specifications, probable performance, and price. Best and Final Offer (BAFO) was requested from the firm. The department is awarding the contract to Patel & Patel General Partners dba Deluxe Inn. NIGP Code Used for Solicitation: 952 - (Service Only) - Human Services Notifications sent for Solicitation sent in IonWave: 136 Number of Suppliers that viewed Solicitation in IonWave: 15 HUB-Historically Underutilized Business Invitations sent out: 16 SBE-Small Business Enterprise Invitations sent out: 68 Responses from Solicitation: 1 RECOMMENDATION Award a contract with Patel & Patel General Partners dba Deluxe Inn, to provide accommodations for persons experiencing homelessness during the declared disaster related to COVID-19 for the Community Development Department, in a two (2) year not-to-exceed amount of $1,000,000. PRINCIPAL PLACE OF BUSINESS Patel & Patel General Partners dba Deluxe Inn Denton, TX ESTIMATED SCHEDULE OF PROJECT This is a two (2) year contract. FISCAL INFORMATION These services will be funded from American Rescue Plan (ARP) Act Funds. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract 284 Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Dani Shaw, 940-349-7237. Legal point of contact: Marcella Lunn at 940-349-8333. 285 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH PATEL & PATEL GENERAL PARTNERS DBA DELUXE INN, TO PROVIDE ACCOMMODATIONS FOR PERSONS EXPERIENCING HOMELESSNESS DURING THE DECLARED DISASTER RELATED TO COVID-19 FOR THE COMMUNITY DEVELOPMENT DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7829 AWARDED TO PATEL & PATEL GENERAL PARTNERS DBA DELUXE INN, IN THE TWO (2) YEAR NOT-TO-EXCEED AMOUNT OF $1,000,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals to provide accommodations for persons experiencing homelessness during the declared disaster related to COVID-19 for the Community Development 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, 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 7829 Patel & Patel General Partners dba Deluxe Inn $1,000,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish 286 to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR 287 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 288 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 7829RFP Yes Hotel Voucher Program Ginny Brummett 289 Contract # 7829 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND PATEL & PATEL GENERAL PARTNERS DBA DELUXE INN (CONTRACT 7829) THIS CONTRACT is made and entered into this date ______________________, by and between PATEL & PATEL GENERAL PARTNERS DBA DELUXE INN a Texas General Partnership, whose address is 601 N Interstate 35E, Denton, Texas 76205, 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 Supplier shall provide products and/or services in accordance with the City’s document RFP 7829 – Hotel Voucher Program, 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 7829 (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 Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 290 Contract # 7829 Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments 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. PATEL & PATEL GENERAL PARTNERS DBA DELUXE INN BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: _______________________ Title: ______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ CITY OF DENTON, TEXAS BY: _____________________________ ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 2021-815969 Jay Patel 940-566-1990 deluxeinndenton@gmail.com Partner Community Services Danielle Shaw Director of Community Services 291 Contract # 7829 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $1,000,000. Pricing shall be per Exhibit F attached. The not-to-exceed amount agreed to in this Contract is an estimate based upon the best available information. Such total contract amount is not guaranteed to the Contractor through this provision. Individual purchase orders will be issued on an as needed basis. 2. Contract Terms The contract term will be two (2) year, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. 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. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 292 Contract # 7829 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 4. 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. 5. Damages Cap The Contractor may request for reimbursement for damages that shall be limited to $50 per room, per day. Invoices and requests for damaged must be submitted in writing and are to include room numbers, date of service, and details of reported damages with supporting image(s). DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 293 Contract # 7829 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 294 Contract # 7829 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 DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 295 Contract # 7829 the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of 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. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 296 Contract # 7829 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual 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 DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 297 Contract # 7829 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 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 DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 298 Contract # 7829 writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 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. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 299 Contract # 7829 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall 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 DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 300 Contract # 7829 standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 301 Contract # 7829 Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 302 Contract # 7829 CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas 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. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 303 Contract # 7829 If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to 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 DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 304 Contract # 7829 portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The 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, DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 305 Contract # 7829 title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 306 Contract # 7829 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall 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. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 307 Contract # 7829 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 308 Contract # 7829 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton 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. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 309 Contract # 7829 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 310 Contract # 7829 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 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 DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 311 Contract # 7829 affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 312 Contract # 7829 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ▪ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ▪ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 313 Contract # 7829 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 314 Contract # 7829 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 315 Contract # 7829 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 316 Contract # 7829 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 317 Contract # 7829 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 318 Contract # 7829 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 319 Contract # 7829 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 320 Exhibit F Line # Description QTY Unit 1 SINGLE OCCUPANCY ROOM (Rate per night) 1 $53.75 2 DOUBLE OCCUPANCY ROOM(Rate per night) 1 $53.75 DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F 321 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Exhibit DocuSign Envelope ID: 304A78BC-A49A-4022-AEAA-DB83C1155E1F P G 11/10/2021 N/A N/A X 322 Certificate Of Completion Envelope Id: 304A78BCA49A4022AEAADB83C1155E1F Status: Sent Subject: Please DocuSign: City Council Contract 7829 Hotel Voucher Program Source Envelope: Document Pages: 34 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Ginny Brummett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 47.222.6.190 Record Tracking Status: Original 11/3/2021 8:25:30 AM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/3/2021 8:30:06 AM Viewed: 11/3/2021 8:30:15 AM Signed: 11/3/2021 8:30:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/3/2021 8:30:26 AM Viewed: 11/4/2021 8:22:44 AM Signed: 11/4/2021 8:23:16 AM 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) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/4/2021 8:23:19 AM Viewed: 11/8/2021 4:59:04 PM Signed: 11/8/2021 5:01:52 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jay Patel deluxeinndenton@gmail.com Owner Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.189.231.114 Sent: 11/8/2021 5:01:56 PM Viewed: 11/9/2021 4:07:40 AM Signed: 11/10/2021 9:21:03 AM Electronic Record and Signature Disclosure: Accepted: 11/9/2021 4:07:40 AM ID: 5be7a9c7-e557-4154-b047-4e78686d18d3 323 Signer Events Signature Timestamp Danielle Shaw Danielle.Shaw@cityofdenton.com Director of Community Services Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/10/2021 9:21:08 AM Viewed: 11/10/2021 9:27:27 AM Signed: 11/10/2021 9:28:15 AM Electronic Record and Signature Disclosure: Accepted: 11/10/2021 9:27:27 AM ID: e9186732-0a7c-44ee-9afc-eb402a5be4df Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/10/2021 9:28:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/10/2021 10:01:13 AM ID: 6d157b2a-1901-40d4-a1de-4c7301c8cde8 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/3/2021 8:30:25 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 324 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/10/2021 9:28:18 AM Viewed: 11/10/2021 11:16:47 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Courtney Cross Courtney.Cross@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Luisa Garcia Luisa.Garcia@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/3/2021 8:30:06 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 325 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Jay Patel, Danielle Shaw, Rosa Rios 326 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 328 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2579,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a contract with Professional Coil Cleaning,Inc.,to furnish all labor,materials, tools,equipment,and supervision for cleaning coils on heating,ventilation,and air conditioning systems for the Facilities Management Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 7798 -awarded to Professional Coil Cleaning,Inc.,for one (1)year,with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $100,000.00). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™329 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Professional Coil Cleaning, Inc., to furnish all labor, materials, tools, equipment, and supervision for cleaning coils on heating, ventilation, and air conditioning systems for the Facilities Management Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7798 – awarded to Professional Coil Cleaning, Inc., for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to- exceed amount of $100,000.00). INFORMATION/BACKGROUND The proposed contract is to provide all labor, materials, tools, equipment, and supervision for cleaning coils on over 250 heating, ventilation, and air conditioning systems bi-annually for various City of Denton departments at the following locations: Building Number of Units to Clean Denia Recreation Center 9 Units -Straight coils and covers North Lake Recreation Center 9 Units -Straight coils and covers MLK Recreation Center 10 Units City Hall East 35 Units Fire Station 1 (Central) 4 Units Service Center 8 Units Fleet Services 4 Units South Branch Library 11 Units Senior Center 11 Units Police Training Facilities 20 Units DME Facilities 20 Units CVA 10 Units North Branch Library 15 Units Linda McNatt Animal Shelter 14 Units Facilities Management 10 Units Solid Waste 9 Units Solid Waste – 1001 Mayhill 1 Unit Solid Waste – 651 Mayhill 4 Units Denton Energy Center 2 Units City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 330 Emily Fowler Library 3 Units North Lake Annex 4 Units Airport 1 9 Units Lesa Building 1 1 Unit Civic Center 6 Units Fire Station 2 9 Units Fire Station 3 1 Unit Fire Station 4 9 Units Fire Station 5 3 Units Fire Station 6 3 Units Traffic 1 1 Unit Tennis/Golf 3 Units Coil cleaning includes straight coils and covers, underneath the coils, v-coils ground and covers, mini-splits, and Lieberts utilizing low pressure (less than 1500 psi) and high-volume water (40 – 50 GPM) with no chemicals. Staff contacted all references provided for the single bidder and received satisfactory recommendations. Based on a historical spend and future projections the recommended NTE of this contract is $100,000 for the potential five (5) year contract. FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 Total EST / YR $17,000 $20,750 $20,750 $20,750 $20,750 100,000 Request for Proposals was sent to 742 prospective suppliers, including 60 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, and references were checked to ensure the vendor can provide the services requested in the Scope of Work. The proposal was evaluated based upon published criteria including compliance with specifications, probable performance, and price. Best and Final Offer (BAFO) was requested from the firm. The department is awarding the contract to Professional Coil Cleaning, Inc. NIGP Code Used for Solicitation: 914, 967, 992 Notifications sent for Solicitation sent in IonWave: 742 Number of Suppliers that viewed Solicitation in IonWave: 20 HUB-Historically Underutilized Business Invitations sent out: 64 SBE-Small Business Enterprise Invitations sent out: 284 Responses from Solicitation: 1 RECOMMENDATION Award a contract with Professional Coil Cleaning, Inc., to furnish all labor, materials, tools, equipment, and supervision for cleaning coils on heating, ventilation, and air conditioning systems for the Facilities Management Department, in a one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $100,000. SUSTAINABILITY MEASURES Preference will be given to products made of recycled materials if the products meet applicable specifications as to quantity and quality and the average price of the product is not more than 10% greater than the price of comparable non-recycled products per Texas Government Code Title, 30 Chapter 328, Subchapter K, Rule §328.203. When possible, the Contractor is to recycle materials being removed. 331 PRINCIPAL PLACE OF BUSINESS Professional Coil Cleaning, Inc. Euless, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for four (4) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These products and services will be funded through the using department’s budget on an as-needed basis. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Marissa Barrett, 940-349-7465. Legal point of contact: Marcella Lunn at 940-349-8333. 332 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH PROFESSIONAL COIL CLEANING, INC., TO FURNISH ALL LABOR, MATERIALS, TOOLS, EQUIPMENT, AND SUPERVISION FOR CLEANING COILS ON HEATING, VENTILATION, AND AIR CONDITIONING SYSTEMS FOR THE FACILITIES MANAGEMENT DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7798 – AWARDED TO PROFESSIONAL COIL CLEANING, INC., FOR ONE (1) YEAR, WITH THE OPTION FOR FOUR (4) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $100,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals to furnish all labor, materials, tools, equipment, and supervision for cleaning coils on heating, ventilation, and air conditioning systems for the Facilities Management 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 7798 Professional Coil Cleaning, Inc. $100,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. 333 SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance 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 [___ - ___]: 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 334 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 335 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 Christa Christian 7798RFP Yes Coil Cleaning Services 336 Contract # 7798 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND PROFESSIONAL COIL CLEANING, INC (CONTRACT 7798) THIS CONTRACT is made and entered into this date ______________________, by and between Professional Coil Cleaning, Inc. a Texas corporation, whose address is 1501 Baccarac Ct., Euless, TX 76040 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 7798 - Coil Cleaning Services, 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 7798 (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 Terrorist Organization DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 337 Contract # 7798 Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR: Professional Coil Cleaning, Inc. BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS 2021- __________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 822395 8176089444 Michelle Bell service@procoilcleaning.com Office Manager Frank Dixon Chief of Police Denton Police Department 338 Contract # 7798 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $100,000. Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional four (4) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 4. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal 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 DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 339 Contract # 7798 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. DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 340 Contract # 7798 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 341 Contract # 7798 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 DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 342 Contract # 7798 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 343 Contract # 7798 in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 344 Contract # 7798 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 345 Contract # 7798 Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 346 Contract # 7798 in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 347 Contract # 7798 shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 348 Contract # 7798 City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 349 Contract # 7798 CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 350 Contract # 7798 reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 351 Contract # 7798 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 352 Contract # 7798 the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 353 Contract # 7798 a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 354 Contract # 7798 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 355 Contract # 7798 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton 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. DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 356 Contract # 7798 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 357 Contract # 7798 supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 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 DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 358 Contract # 7798 commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 359 Contract # 7798 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 360 Contract # 7798 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 361 Contract # 7798 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 362 Contract # 7798 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 363 Contract # 7798 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 364 Contract # 7798 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 365 Contract # 7798 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 366 Contract # 7798 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business day. DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 367 Exhibit F RFP 7798 Coil Cleaning Services Professional Coil Cleaning, Inc. Euless, TX Line # Description QTY UOM Unit Location Units ∙ 1 @ 25 ton — 1st floor 73.50$ ∙ 4 @ < 20 ton — 1st floor 235.20$ ∙ 4 @ < 20 tons — 2nd floor 235.20$ ∙ 1 @ 25 ton — 1st floor 73.50$ ∙ 4 @ < 20 ton — 1st floor 235.20$ ∙ 4 @ < 20 tons — 2nd floor 235.20$ ∙ 8 @ < 20 tons, straight coils — ground 470.40$ ∙ 2 @ < 20 tons, straight coils and covers — 2nd floor— (top of gym)117.60$ ∙ 1 @45 ton with Underneath Coils 2nd Floor 111.15$ ∙ 1 @170 ton with V‐Coils Ground and 469.80$ ∙ 1@ 180 ton with V‐Coils Ground 500.20$ ∙ 14 @ < 20 tons with Straight Coil ‐ 2nd Floor 823.20$ ∙ 3 @ < 20 tons, split systems ‐2ndfloor 176.40$ ∙ 9 @ < 20 tons with Straight Coils 2nd Floor Covers 529.20$ ∙ 2 Lieberts units @ 4 fans each ‐ 2nd Floor 117.60$ ∙ 2 @ 60 ton with Straight Coils 1st floor (Spray Though Covers)352.80$ ∙ 2 @ < 20 tons, split systems, 1st floor 117.60$ ∙ 6 @ < 20 tons with V‐Coils 2nd and 3rd 352.80$ ∙ 2 @ < 20 tons with Straight Coils 2nd and 3rd Floor 117.60$ ∙ Remove and return covers (if applicable) 7 Fleet Services 4 ∙ 4 @ < 20 tons, straight coils and covers 235.20$ ∙ 9 @ < 20 tons, straight coils with covers — location: Single story rooftop 529.20$ ∙ 2 Lieberts @ 3 tons with 1 fan each — location: Ground & rooftop 176.40$ City Hall East 35 Service Center 8 South Branch Library Fire Station 1 (Central) 11 1 2 3 4 5 6 8 4 Section A ‐ Service Work Hourly Rate: Regular Hours: Monday through Friday, 7:00 a.m. ‐ 5:00 p.m. Normally scheduled day hours. Paid for by the hour. Hourly rate shall include all items of cost, overhead, and profit. Work time on the job only. Denia Recreation Center 9 North Lake Recreation Center 9 MLK Recreation Center 10 7798 ‐ Page 1 DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 EXHIBIT F 368 9 Senior Center 11 ∙ 11 @ < 20 tons, straight coils and covers 1st Floor 646.80$ ∙ 20 @ < 20 tons, straight coils 1,176.00$ ∙ Location: Single story rooftop ∙ 19 @ < 20 tons, straight coils 1,117.20$ ∙ 1 @ 20 tons, straight coils 58.80$ ∙ Location: Ground length required to get from one side to the other) ∙ 3 @ < 20 tons, 1st story rooftop 176.40$ ∙ 5 @< 20 tons, ground 294.00$ ∙ 15 @ < 20 tons, straight coils 882.00$ ∙ Location: Single story rooftop ∙ Remove and return covers (if applicable) ∙ 14 @ < 20 tons, straight coils 823.20$ ∙ Location: Ground ∙ 7 @ < 20 tons, straight coils 411.60$ ∙ 3 Minispilts 176.40$ ∙ Location: Ground ∙ 8 @ < 20 tons, straight coils – Ground 470.40$ ∙ 1 @ < 20 tons, straight coil – ground 58.80$ 17 Solid Waste – 1001 Mayhill 1 ∙ 1 @ < 20 tons, straight coil – single‐story rooftop 58.80$ ∙ 3 @ < 20 tons, straight coils 176.40$ ∙ 1 Minisplit 58.80$ ∙ Location: Ground elevated ∙ 2 @ 30 tons, straight coils 176.40$ ∙ Location Ground ∙ 1 @ 20 tons, straight coils 58.80$ ∙ 2 @ < 20 tons, straight coils 117.60$ ∙ Location: Ground ∙ 4 @ < 20 tons, straight coils 235.20$ ∙ Location: 3rd story rooftop ∙ 5 @ < 20 tons, straight coils ‐ 3rd story 294.00$ ∙ 4 Minispilts ‐ ground 235.20$ 23 Lesa Building 1 1 ∙ 1 @ < 20 tons, straight coil ‐ ground 58.80$ ∙ 2 @ < 20 tons, straight coils, tall single‐ story rooftop 117.60$ ∙ 4 @ < 20 tons, straight coils, ground 235.20$ ∙ 8 @ < 20 tons, straight coils, ground 470.40$ ∙ 1 Minisplit, ground 58.80$ 26 Fire Station 3 1 ∙ 1 @ < 20 tons, straight coil, ground 58.80$ ∙ 8 @ < 20 tons, straight coils, ground 470.40$ ∙ 1 Minisplit, ground 58.80$ 28 Fire Station 5 3 ∙ 3 @ < 20 tons, straight coils, ground 176.40$ 29 Fire Station 6 3 ∙ 3 @ < 20 tons, straight coils, ground 176.40$ 9Airport 1 Civic Center 6 Denton Energy Center 2 3Emily Fowler Library North Lake Annex 4 10Facilities Management 9Solid Waste 4Solid Waste – 651 Mayhill Police Training Facilities 20 20DME Facilities CVA 10 15North Branch Library 14Linda McNatt Animal Shelter Fire Station 4 9 Fire Station 2 9 10 11 12 13 14 15 16 24 25 27 18 19 20 21 22 7798 ‐ Page 2 DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 369 30 Traffic 1 1 ∙ 1 @ < 20 tons, straight coil, ground 58.80$ 31 Tennis/Golf 3 ∙ 3 @ < 20 tons, straight coils, ground 176.40$ 258 $16,104.55 32 2.94/ton Total per year Additional Units price per ton 7798 ‐ Page 3 DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 370 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Exhibit DocuSign Envelope ID: 03BF8B2D-65D4-4BD8-9491-EC3CDB5138F6 G Professional Coil Cleaning, Inc n/a 11/10/2021 n/a X 371 Certificate Of Completion Envelope Id: 03BF8B2D65D44BD89491EC3CDB5138F6 Status: Sent Subject: Please DocuSign: City Council Contract 7798 Coil Cleaning Services Source Envelope: Document Pages: 36 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/3/2021 2:34:07 PM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/3/2021 3:10:31 PM Viewed: 11/3/2021 3:10:41 PM Signed: 11/3/2021 3:10:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/3/2021 3:11:01 PM Viewed: 11/3/2021 5:07:01 PM Signed: 11/3/2021 5:07:20 PM 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) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/3/2021 5:07:22 PM Viewed: 11/3/2021 7:11:59 PM Signed: 11/3/2021 7:15:50 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Michelle Bell service@procoilcleaning.com Office Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 166.205.97.89 Sent: 11/3/2021 7:15:52 PM Resent: 11/10/2021 12:07:12 PM Viewed: 11/3/2021 7:26:52 PM Signed: 11/10/2021 12:16:35 PM Electronic Record and Signature Disclosure: Accepted: 11/3/2021 7:26:52 PM ID: 856a04af-65c9-490e-821b-78ca6077c5b3 372 Signer Events Signature Timestamp Frank Dixon frank.dixon@cityofdenton.com Chief of Police Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/10/2021 12:16:39 PM Viewed: 11/10/2021 3:55:34 PM Signed: 11/10/2021 3:56:33 PM Electronic Record and Signature Disclosure: Accepted: 11/10/2021 3:55:34 PM ID: 9ad374df-fc85-430f-bb8e-74bd0bdd60ca Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/10/2021 3:56:36 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/10/2021 10:01:13 AM ID: 6d157b2a-1901-40d4-a1de-4c7301c8cde8 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/3/2021 3:11:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 373 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/10/2021 3:56:36 PM Viewed: 11/10/2021 3:59:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marissa Barrett marissa.barrett@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/3/2021 3:10:31 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 374 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Michelle Bell, Frank Dixon, Rosa Rios 375 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2614,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to increase the spend authority with Change Healthcare Technology Enabled Services,LLC, for the preparation and submittal of the Texas Ambulance Supplemental Payment Program reimbursement for the Fire Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 7521 -awarded to Change Healthcare Technology Enabled Services,LLC,providing for an additional expenditure amount not-to-exceed $140,000.00, with the total contract amount not-to-exceed $320,000.00). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™378 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to increase the spend authority with Change Healthcare Technology Enabled Services, LLC, for the preparation and submittal of the Texas Ambulance Supplemental Payment Program reimbursement for the Fire Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7521 – awarded to Change Healthcare Technology Enabled Services, LLC, providing for an additional expenditure amount not-to-exceed $140,000.00, with the total contract amount not-to- exceed $320,000.00). INFORMATION/BACKGROUND The City of Denton requested proposals for the preparation and submittal of the Texas Ambulance Supplemental Payment Program (TASPP) and associated services. Previously, the City of Denton was part of an Interlocal Agreement with the City of Bryan and used Revenue Optimization Solutions, LLC, part of the Change Healthcare Team, to prepare and submit the TASPP submission. The TASPP is a federally approved program designed to provide additional reimbursement to governmental providers that serve Medicaid, Medicaid Managed Care, and the Uninsured fee for service patients. The City of Denton Fire Department is eligible for a portion of the variance between the cost of providing ambulance services to Medicaid and uninsured patients, and what Medicaid pays. The annual reimbursement to the City is an average of $700,000. For supplemental payment recovery preparation and submission services, the City will pay a service fee equal to 4.0% of the reimbursement, which is 4.0% lower than the prior contract through Revenue Optimization Solutions, LLC. Based on a historical spend and future projections, at the time the recommended not to exceed (NTE) for this contract is $180,000 for a total potential five (5) year contract. The original estimated contract spend was calculated as a percentage of annual reimbursements in the $700,000 range. However, in August 2021, the Federal government reduced the annual state reduction percentage to almost zero, resulting in a much larger reimbursement than predicted. The FY 2020 TASPP reimbursement amount was $2,958,290 (over $1.2 million more than anticipated), resulting in an invoice of $108,080.74 for cost reporting services. This additional one-time increase in revenue is due to the successful implementation of an effective Charity Care Policy and the State’s shift in the cost reporting requirements to the charity methodology. This increase is for future reimbursements which are predicted to be significantly less as shown below. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 379 Year Spend 2022 $ 35,000 2023 $ 35,000 2024 $ 35,000 2025 $ 35,000 TOTAL $140,000 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 25, 2021, City Council approved a contract with Change Healthcare Technology Enabled Services, LLC, in the not-to-exceed amount of $180,000 (Ordinance 21-956). RECOMMENDATION Award an additional expenditure with Change Healthcare Technology Enabled Services, LLC, for the preparation and submittal of the Texas Ambulance Supplemental Payment Program reimbursement for the Fire Department, in a not-to-exceed amount of $140,000, for a total amended contract amount of $320,000. PRINCIPAL PLACE OF BUSINESS Change Healthcare Technology Enabled Services, LLC Alpharetta, GA ESTIMATED SCHEDULE OF PROJECT This contract will expire on May 25, 2026. FISCAL INFORMATION These services will be funded from Fire Department Operating Funds based on the reimbursement amount. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Ordinance and Contract Exhibit 3: LLC Members Exhibit 4: Ordinance 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. 380 ORDINANCE NO. 21-956 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO EXECUTE A CONTRACT WITH CHANGE HEALTHCARE TECHNOLOGY ENABLED SERVICES, LLC, FOR THE PREPARATION AND SUBMITTAL OF THE TEXAS AMBULANCE SUPPLEMENTAL PAYMENT PROGRAM REIMBURSEMENT FOR THE FIRE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7521 – AWARDED TO CHANGE HEALTHCARE TECHNOLOGY ENABLED SERVICES, LLC, FOR A THREE (3) YEAR, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $180,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the Texas Ambulance Supplemental Payment Program; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, 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 7521 Change Healthcare Technology Enabled Services, LLC $ 180,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish 381 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 notion to ap29ve this ordinance was mad, by ?hA_ and seconded by e,>eTc\.A \<> ecl . The ordinance was passed and approved by the following vote n - O- 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: V‘ \/r ~/77 V‘ J‘ PASSED AND APPROVED thi, th, tODd,y ,f MN _, 202 1. mRMi–r RTbR 382 ATTEST: ROSA RIOS, CITY SECRETARY n\\\ILI BIll/ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATrORNEY DIll:c=rIIFEIf=:hI::::==:= Users and Groups. ou=General Government, ou=Legal. cn=Marcella Lunn. 383 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 Texas Ambulance Supplemental Payment Program (TASPP) 7521 Gabby Leeper Not Applicable RFP MAY 25, 2021 MAY 25, 2026 21-956 384 Client: Denton Fire Department Contract Number: RMS162298 Page 1 of 19 MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (this “MA”) is effective the latest date in the signature block below (the “Effective Date”) between Change Healthcare Technology Enabled Services, LLC (“Service Provider”) and City of Denton, Texas (“Client”), consisting of the MA Terms and Conditions and all Exhibits, Schedules, and Amendments. This MA governs all the Services described on a Service Schedule that is included in this MA during the term. Subject to the terms and conditions of this MA, Client agrees to purchase from Service Provider, and Service Provider agrees to provide Client with, the service(s) listed in the table below (individually, a “Service” and collectively, the “Services”). The description of each Service provided under this MA and any additional terms and conditions relating to such Service are set forth in the Service Schedule referenced in the table below and attached hereto. SERVICES SERVICE SCHEDULE Supplemental Payment Recovery Assistance Services (for Texas) Service Schedule 1 This MA is executed by an authorized representative of each party. CITY OF DENTON, TEXAS CHANGE HEALTHCARE TECHNOLOGY ENABLED SERVICES, LLC By:By: Printed Name: Printed Name: Title:Title: Date:Date: Tax ID: Client: 332 E. Hickory Street Denton, Texas 76201 Attention: Purchasing Manager With a copy to the City Attorney’s Office at 215 E. McKinney St., Denton, Texas 76201 Service Provider: 5995 Windward Parkway Alpharetta, Georgia 30005 Attention: President With a copy to the General Counsel at the same address yes no invoices sent to above address If no, list invoice address below: ATTEST: Rosa Rios, CITY SECRETARY 215 E. McKinney Street Denton, TX 76201 Attention: Aris Saucedo APPROVED AS TO LEGAL FORM: aris.saucedo@cityofdenton.com AARON LEAL, CITY ATTORNEY ________________________________ SIGNATURE PRINTED NAME _________________________________ TITLE DEPARTMENT THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 SVP Revenue Cycle Management Services Jeffrey J. Wescott 4/30/2021 Fire Chief Fire Kenneth Hedges 75-6000514 05/25/2021 INTERIM CITY MANAGER Sara Hensley 385 Client: Denton Fire Department Contract Number: RMS162298 Page 2 of 19 MA TERMS AND CONDITIONS 1. TERM 1.1. This MA will begin on the Effective Date and continues until termination or expiration of each Schedule or amendment attached hereunder, unless earlier terminated as set forth herein. 1.2. Further, this MA will remain in force so long as there is an active Service Schedule(s). 2. SERVICES 2.1. Responsibilities. 2.1.1. Service Provider will perform the Services set forth on the applicable Service Schedule(s) on behalf of Client. 2.1.2. Service Provider agrees to perform the Services in accordance with all material applicable laws, rules and regulations, including applicable third-party payer policies and procedures. 2.1.3. Client will provide Service Provider with the necessary data in the proper format to enable Service Provider to properly furnish the Services and any information set forth in the Service Schedule(s) on a timely basis and in a format reasonably acceptable to Service Provider (the “Client Responsibilities”). Client authorizes, to the extent necessary, and directs Service Provider to release any or all necessary data and information (including, without limitation, “Individually Identifiable Health Information” as such term is defined in 45 C.F.R. § 160.103) received by Service Provider. Further, Client shall obtain all necessary consents and agreement from patients to ensure that Service Provider can comply with all applicable federal and state laws and regulations in providing the Services including, but not limited to, HIPAA (as defined herein), and the Telephone Consumer Protection Act (47 U.S.C. Section 227) and related regulations, as well as similar state laws and regulations governing telephone communications with consumers. Client shall ensure that all information it provides to Service Provider may be used by Service Provider for telephone contacts, including obtaining and maintaining a record of the consent Client has obtained from patients to receive telephone contacts from or on behalf of Client. 2.2. Operating Procedures. 2.2.1. Client acknowledges (i) that the Services or obligations of Service Provider hereunder may be dependent on Client providing access to data, information, or assistance to Service Provider from time-to-time (collectively, "Cooperation"); and (ii) that such Cooperation may be essential to the performance of the Services by Service Provider. The parties agree that any delay or failure by Service Provider to provide the Services hereunder which is caused by Client's failure to provide timely Cooperation, as reasonably requested by Service Provider, shall not be deemed a breach of Service Provider’s performance obligations under this MA. Therefore, Client hereby acknowledges that such variables are specifically excluded from Service Provider’s liability under this MA. 2.2.2. Client acknowledges that Service Provider has every incentive to perform the Services in a timely and proficient manner, but the timing and amount of collections generated by the Services are subject to numerous variables beyond Service Provider’s control including, without limitation, (i) the inability of third parties or systems to accurately process data, (ii) the transmission of inaccurate, incomplete or duplicate data to Service Provider, (iii) untimely reimbursements or payer bankruptcies, (iv) late charge documentation submissions by Client, or (v) managed care contract disputes between payers and Client. Therefore, Client hereby DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 386 Client: Denton Fire Department Contract Number: RMS162298 Page 3 of 19 acknowledges that such variables are specifically excluded from Service Provider’s liability under this MA. 2.2.3. Service Provider will be the sole provider of the Services to Client. 3. PAYMENT 3.1. Lockbox. Intentionally Omitted. 3.2. Invoicing Terms. Beginning on the Commencement Date (as defined in each Service Schedule), Client will pay all fees and other charges in U.S. dollars within 30 days of receipt of the invoice. Prior to the Commencement Date, Client further agrees to establish an automatic electronic funds debit arrangement for paying Service Provider’s invoices. 3.3. Late Payments. Service Provider may charge Client interest on any overdue fees, charges, or expenses at a rate equal to the lesser of 1.5% per month or the highest rate permitted by law. Client will reimburse Service Provider for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts. 3.4. Suspension of the Services. Service Provider reserves the right to suspend performance of the Services (i) for nonpayment of sums owed to Service Provider that are 31 days or more past due, where such breach is not cured within fifteen (15) days after notice to Client, or (ii) if such suspension is necessary to comply with applicable law or order of any governmental authority. 3.5. Fee Change. Either party may request a fee change in the event of a material change in legislation, Client’s business or other market conditions which result in a material change in either the cost associated with Service Provider’s provision of the Services or Service Provider’s anticipated revenues under this MA. In addition, Service Provider may request a fee change in the event (i) Client fails to disclose to Service Provider information relating to Client's practice, which information, if disclosed prior to the Effective Date, would have led Service Provider to propose a higher fee or (ii) any of the information provided by Client to Service Provider upon which the practice assumptions set forth in any applicable Service Schedule are based, is or becomes inaccurate. In the event either party requests a change in the Fee, the requesting party will provide the non-requesting party with ninety (90) days’ prior written notice (the “Notice Period”) of the requested change (the “Notice”) and such fee change will be effective at the end of the Notice Period. If the non-requesting party provides the requesting party written notice during any such Notice Period that any such fee change request is unacceptable to the non-requesting party, the MA will terminate at the end of the Notice Period and the Fee in place at that time will remain in effect until the end of the Workout Period, if any. 4. GENERAL TERMS 4.1. Confidentiality and Proprietary Rights. 4.1.1. Use and Disclosure of Confidential Information. Each party may disclose to the other party confidential information. Except as expressly permitted by this MA, neither party will: (i) disclose the other party’s confidential information except (a) to its employees or contractors who have a need to know and are bound by confidentiality terms no less restrictive than those contained in this MA, or (b) to the extent required by law following prompt notice of such obligation to the other party, or (ii) use the other party’s confidential information for any purpose other than performing its obligations under this MA. Service Provider understands that this Agreement is subject to the Texas Open Records Act and that certain information may be subject to release in accordance with the provisions of the Act. Client will not disclose nor cause its employees, agents and representatives to disclose to anyone Service Provider’s business practices, trade secrets or Confidential Information, except as legally required. Each party will use all reasonable care in handling and securing the other party’s confidential information and will employ all security measures used for its own proprietary information of similar nature. Notwithstanding the foregoing, Client agrees that Service Provider may de-identify Client information consistent with DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 387 Client: Denton Fire Department Contract Number: RMS162298 Page 4 of 19 the HIPAA Privacy Rule and use Client information and data from transactions received or created by Service Provider for statistical compilations or reports, research and for other purposes (the “Uses”). Such Uses shall be the sole and exclusive property of Service Provider. 4.1.2. Use and Disclosure of Billing Software. (a) Client agrees that the software Service Provider uses to perform the Services (the “Billing System”) is proprietary and confidential and that Service Provider is the sole owner or licensee of the Billing System. All report formats and reports generated by the Billing System are produced and will be made available to Client for internal operational purposes only. (b) Client will not disclose or cause its employees, agents and representatives to disclose to anyone the Billing System or any information it receives about the Billing System, except as legally required. (c) Access to Software. If Service Provider grants Client or its employees or agents “read-only” or “direct access” to the Billing System or other software provided by Service Provider by any means, Client agrees to the End User Terms and Conditions set forth in Exhibit C to this MA. 4.1.3. Period of Confidentiality. The restrictions on use, disclosure and reproduction of confidential information set forth in Section 4.1, which are a “trade secret” (as that term is defined under applicable law) will be perpetual, and with respect to other confidential information such restrictions will remain in full force and effect during the term of this MA and for three years following the termination of this MA. Following the termination of this MA, each party will, upon written request, return or destroy all of the other party’s tangible confidential information in its possession and will promptly certify in writing to the other party that it has done so. 4.1.4. Injunctive Relief. The parties agree that the breach, or threatened breach, of any provision of this Section 4.1 may cause irreparable harm without adequate remedy at law. Upon any such breach or threatened breach, the breached party will be entitled to seek injunctive relief to prevent the other party from commencing or continuing any action constituting such breach, without having to post a bond or other security and without having to prove the inadequacy of other available remedies. Nothing in this Section 4.1.4 will limit any other remedy available to either party. 4.1.5. Retained Rights. Client’s rights in the Services will be limited to those expressly granted in this MA. Service Provider and its suppliers reserve all intellectual property rights not expressly granted to Client. All changes, modifications, improvements or new modules made or developed with regard to the Services, whether or not (i) made or developed at Client’s request, (ii) made or developed in cooperation with Client, or (iii) made or developed by Client, will be solely owned by Service Provider or its suppliers. Service Provider retains title to all material, originated or prepared for Client under this MA. Client is granted a license to use such materials in accordance with this MA. For purposes of clarification, all data used in the reports prepared by Service Provider in the performance of Services or Client, and all rights and interests therein, shall be the sole property of Client. The form of the reports, work product, including processes and templates used to prepare such reports shall be the sole property of Service Provider. 4.2. Termination. 4.2.1. Termination for Default. Either party may terminate this MA by providing 30 days prior written notice of termination to the other party, if the other party (i) materially breaches this MA and fails to remedy or commence reasonable efforts to remedy such breach within 15 days, and materially cure within 45 days, after receiving notice of the breach from the terminating party, (ii) materially breaches this MA in such a DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 388 Client: Denton Fire Department Contract Number: RMS162298 Page 5 of 19 way that cannot be remedied, (iii) commences dissolution proceedings or (iv) ceases to operate in the ordinary course of business. 4.2.2. Intentionally Omitted. 4.2.3. Termination by Service Provider. (a) Service Provider may immediately terminate this MA without incurring any liability to Client if Service Provider does not receive the clean test file or completed implementation discovery packet within three months of the Commencement Date of a Service Schedule and Client will pay Service Provider for all expenses incurred prior to the termination date; or (b) If Service Provider uses third-party software to provide the Services, Client agrees to execute additional documents other than the MA, including but not limited to nondisclosure or proprietary material documentation that is reasonably required by Service Provider or any other third-party software licensor. If Client is unwilling to sign such additional documentation, Service Provider may terminate this MA 90 days after Service Provider presented the documentation to Client. 4.2.5. 4.2.4. Termination by Client. Client may terminate this MA immediately if Service Provider fails to cure any material breach of the “Business Associate Agreement” (set forth on Exhibit A to this MA) within 30 days of Service Providers receipt of written notice from Client specifying the breach. Service Provider acknowledges and agrees that the awarding or continuation of this MA is dependent upon the availability of funding. The Client’s payment obligations are payable only and solely from funds appropriated and available for this MA. To the extent known to Client, Client will provide Service Provider a minimum of 30 days’ written notice prior to termination of funding, thereafter,the absence of appropriated or other lawfully available funds shall render the MA null and void to the extent funds are not appropriated or available. Client shall be responsible for all services provided through the date of termination.Termination Procedures – Service Provider Billing System. Intentionally Omitted. 4.2.6. Survival of Provisions. Those provisions of this MA that, by their nature, are intended to survive termination or expiration of this MA will remain in full force and effect, including, without limitation, the following Sections of this MA: 3 (Payment), 4.1 (Confidentiality), 4.3 (Limitation of Liability), 4.5 (Civil Monetary Fine or Penalty), 4.6 (Audits), 4.7 (Warranties), and 4.10 – 4.26 (Governing Law – Entire Agreement). 4.3. Limitation of Liability. 4.3.1. Total Damages. Service Provider’s total cumulative liability in connection with, or related to this MA will be limited to the sum of fees paid by Client to Service Provider during the 12-month period preceding the date of the claim, as applicable, whether based on breach of contract, warranty, tort, product liability, or otherwise. Service Provider will have no liability for systems beyond the control of Service Provider. 4.3.2. Exclusion of Damages. IN NO EVENT WILL SERVICE PROVIDER BE LIABLE TO CLIENT UNDER, IN CONNECTION WITH, OR RELATED TO THIS MA FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF GOODWILL, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SERVICE PROVIDER UNDERSTANDS AND ACKNOWLEDGES THAT THE CLIENT SHALL HAVE NO LIABILITY TO SERVICE PROVIDER BEYOND THE TYPE OR AMOUNT OF DAMAGES THAT IS PROVIDED BY AND CONSISTENT DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 389 Client: Denton Fire Department Contract Number: RMS162298 Page 6 of 19 WITH THE PROVISIONS OF § 271.153 OF THE TEXAS LOCAL GOVERNMENT CODE. 4.3.3. Material Consideration. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ARE A MATERIAL CONDITION FOR THEIR ENTRY INTO THIS MA. 4.4. Internet Disclaimer. CERTAIN PRODUCTS AND SERVICES PROVIDED BY SERVICE PROVIDER UTILIZE THE INTERNET. SERVICE PROVIDER DOES NOT WARRANT THAT SUCH SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. SERVICE PROVIDER DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM SERVICE PROVIDER’S OR CLIENT’S NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CLIENT’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ACCORDINGLY, SERVICE PROVIDER DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THE ABOVE EVENTS. 4.5. Civil Monetary Fine or Penalty. Service Provider will pay any civil or monetary fine or penalty and interest (but not overpayments) assessed against Client by Medicare, Medicaid or other third-party health insurance provider arising out of Service Provider’s sole negligence or willful misconduct in the performance of its obligations under this MA. Overpayments received by Client are the sole responsibility of Client. 4.6. Audits. 4.6.1. Internal Audit by Client. Client may use its own internal resources (“Internal Auditors”) to perform audits of Service Provider’s accuracy and correctness of the accounting and internal controls performed and maintained by Service Provider. Service Provider will provide the Internal Auditors with information that the Internal Auditor determines to be reasonably necessary to perform and complete the audit procedures. Client agrees that an audit conducted under this section will be conducted at such times and in a manner that avoids undue disruption of Service Provider’s operations. 4.6.2. Third-Party Audit by Client. Client may engage, at its own expense, independent, external, third-party auditors (“Third-Party Auditors”) to perform audits of Service Provider’s accuracy and correctness of the accounting and internal control performed and maintained by Service Provider. If Client engages Third-Party Auditors, who perform, or are associated with a group who performs, billing and accounts receivable management services substantially similar to any of the Services identified on any Service Schedule to this MA, such Third-Party Auditors may not visit Service Provider’s processing facility or audit the actual billing and collection process. Service Provider will provide the information that the Third-Party Auditors determine to be reasonably necessary to perform and complete all audit procedures. The Third-Party Auditors shall execute Service Provider’s “Confidentiality Agreement”, substantially in the form attached hereto as Exhibit B, prior to the start of the audit. Client agrees that an audit conducted under this section will be conducted at such times and in a manner that avoids undue disruption of Service Provider’s operations. 4.6.3. Books and Records. If required by Section 952 of the Omnibus Reconciliation Act of 1980, 42 U.S.C. Section 1395x(v)(I)(i) and (ii), for a period of four years after the Services are furnished, the parties agree to make available, upon the written request of the Secretary of Health and Human Services, the Comptroller General, or their representatives, this MA and such books, documents, and records as may be DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 390 Client: Denton Fire Department Contract Number: RMS162298 Page 7 of 19 necessary to verify the nature and extent of the Services with a value or cost of $10,000 or more over a twelve month period. 4.7. Warranties 4.7.1. Service Provider. (a) Prior to the Commencement Date. Unless Service Provider provided Services prior to the Commencement Date of any Service Schedule, Client will be responsible for all matters related to Client's practice prior to the Commencement Date, including, but not limited to, Client's billings, collections, third party reimbursements, accounts receivable and credit balances. (b) Disclaimer of Warranties. Service Provider disclaims any warranties or representations pertaining to the timing and amount of collections generated by the Services. Client acknowledges and agrees that Client is solely responsible for refunding any overpayments and processing any unclaimed property payments. Service Provider will provide Client with written notice of unresolved credit balances of which Service Provider becomes aware (such as overpayments or unclaimed property). 4.7.2. Client. (a) Charges and Information. (i) Client represents and warrants that it will forward to Service Provider (pursuant to the applicable Service Schedule[s]) only charges for which Client is entitled to bill. Client agrees to monitor and to refrain from knowingly submitting false or inaccurate information, charges, documentation or records to Service Provider and to ensure that the documentation provided by Client or an agent of Client to Service Provider supports the medical services provided by Client. Client acknowledges and agrees it has an obligation to report and correct any credible evidence of deficiencies on the part of Client. Client also acknowledges that Service Provider does not make a determination of medical necessity for any claims. (ii) Client acknowledges and agrees that Service Provider is not a collection agency. Client represents and warrants that any debt or account referred to Service Provider pursuant to this MA is not in default or delinquent or has not been written off as bad debt. If any accounts are found to be written off, in default or otherwise delinquent, Client agrees to immediately recall those accounts from Service Provider’s responsibility under this MA. (b) Release of Information. Client represents and warrants that Client has obtained a release of information and insurance assignment of benefits from all individuals for whom Client is submitting charges to Service Provider for the provision of the Services and will immediately notify Service Provider if such release of information and insurance assignment of benefits is changed or revoked or if such individual refused/failed to execute such documents. Client further agrees to provide a copy of such signed documents upon Service Provider's request. The term “individuals” in this Section refers to the individual physicians/practitioners, or group members, on whose behalf the Client is directing Service Provider to submit claims. 4.8. Business Associate. The parties agree to the obligations set forth in Exhibit A. 4.9. Exclusion From Federal Healthcare Programs. Each party warrants that it is not currently listed by a Federal agency as excluded, debarred, or otherwise ineligible for participation in any Federal health care program. Each party agrees that it will not employ, contract with, or otherwise use the services of any individual whom it knows or should have known, after DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 391 Client: Denton Fire Department Contract Number: RMS162298 Page 8 of 19 reasonable inquiry, (i) has been convicted of a criminal offense related to health care (unless the individual has been reinstated to participation in Medicare and all other Federal health care programs after being excluded because of the conviction), or (ii) is currently listed by a Federal agency as excluded, debarred, or otherwise ineligible for participation in any Federal health care program. Each party agrees that it will immediately notify the other in the event that it, or any person in its employ, has been excluded, debarred, or has otherwise become ineligible for participation in any Federal health care program. Each party agrees to continue to make reasonable inquiry regarding the status of its employees and independent contractors on a regular basis by reviewing the General Services Administration’s List of Parties Excluded from Federal Programs and the HHS/OIG List of Excluded Individuals/Entities. 4.10. Governing Law. This MA is governed by and will be construed in accordance with the laws of the State of Texas, exclusive of its rules governing choice of law and conflict of laws and any version of the Uniform Commercial Code. 4.11. Claims Period. Any action relating to this MA and any claim for damages, including, but not limited to, a claim for recurring damages arising out of the same cause or event, other than collection of outstanding payments, must be commenced within one year after the date upon which the cause of action occurred. 4.12. Assignment and Subcontracts. Neither party will assign this MA without the prior written consent of the other party, which will not be unreasonably withheld, delayed or conditioned. Service Provider may, upon notice to Client, assign this MA to any affiliate or to any entity resulting from the transfer of all or substantially all of Service Provider’s assets or capital stock or from any other corporate reorganization. Service Provider may subcontract its obligations under this MA with notice to and the consent of the Client. 4.13. Severability. If any part of a provision of this MA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the remainder of that provision and all other provisions of this MA will not be affected. 4.14. Notices. All notices relating to the parties’ legal rights and remedies under this MA will be provided in writing and will reference this MA. Such notices will be deemed given if sent by: (i) postage prepaid registered or certified U.S. Post mail, then five working days after sending; or (ii) commercial courier, then at the time of receipt confirmed by the recipient to the courier on delivery. All notices to a party will be sent to its address set forth on the cover page hereto, or to such other address as may be designated by that party by notice to the sending party. 4.15. Waiver. Failure to exercise or enforce any right under this MA will not act as a waiver of such right. 4.16. Force Majeure. Except for the obligation to pay money, a party will not be liable to the other party for any failure for performance under the MA should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of Client or Service Provider. In the event of an occurrence under this Section, Service Provider will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and Service Provider continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Service Provider shall immediately notify the Client Procurement Manager by telephone (to be confirmed in writing) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 4.17. Amendment. This MA may be modified, or any rights under it waived, only by a written document executed by the authorized representatives of both parties. To avoid doubt, this MA may not be amended via electronic mail or other electronic messaging service. 4.18. No Third-Party Beneficiaries. Except as specifically set forth in a Service Schedule, nothing in this MA will confer any right, remedy, or obligation upon anyone other than Client and Service Provider. DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 392 Client: Denton Fire Department Contract Number: RMS162298 Page 9 of 19 4.19. Relationship of Parties. Each party is an independent contractor of the other party. This MA will not be construed as constituting a relationship of employment, agency, partnership, joint venture or any other form of legal association. Neither party has any power to bind the other party or to assume or to create any obligation or responsibility on behalf of the other party or in the other party’s name. 4.20. Non-solicitation of Employees. During the term of this MA and for a period of 12 months following the termination of this MA, each party agrees not to employ, contract with for services, solicit for employment on its own behalf or on behalf of any third party, or have ownership in any entity which employs or solicits for employment, any individual who (i) was an employee of the other or its parent, affiliates or subsidiaries at any time during the preceding 12 months and (ii) was materially involved in the provision or receipt of the Services hereunder without the prior written consent of the other party. Notwithstanding the foregoing, upon any termination of this MA, Client may rehire any individual who was employed by Client on the Effective Date, and who was hired by Service Provider on or after such date. Each party agrees that the other party does not have an adequate remedy at law to protect its rights under this Section and agrees that the non-defaulting party will have the right to injunctive relief from any violation or threatened violation of this Section. 4.21. Publicity. The parties may publicly announce that they have entered into this MA and describe their relationship in general terms, excluding financial terms. The parties will not make any other public announcement or press release regarding this MA or any activities performed hereunder without the prior written consent of the other party. 4.22. Construction of this MA. This MA will not be presumptively construed for or against either party. Section titles are for convenience only. As used in this MA, “will” means “shall,” and “include” means “includes without limitation.” The parties may execute this MA in one or more counterparts, each of which will be deemed an original and one and the same instrument. 4.23. Conflict Between MA and Schedules. In the event of any conflict or inconsistency in the interpretation of this MA (including its Service Schedules and all Amendments executed hereunder), such conflict or inconsistency will be resolved by giving precedence according to the following order: (a) the Amendment, (b) the Service Schedule, (c) the MA Terms and Conditions and Exhibits, (d) Documents Incorporated by Reference. 4.24. Section Headings. The Section headings used herein are for convenience only and shall not be used in the interpretation of this MA. 4.25. Authority. Service Provider and Client represent and warrant that they have the full power and authority to enter into this MA, that there are no restrictions or limitations on their ability to perform this MA, and that the person executing this MA has the full power and authority to do so. 4.26. Entire Agreement. This MA, including Service Schedules, Exhibits, Amendments, and Documents Incorporated by Reference, is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing all prior agreements, communications, and understandings (written and oral) regarding its subject matter. DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 393 Client: Denton Fire Department Contract Number: RMS162298 Page 10 of 19 EXHIBIT A BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (“Agreement”) is entered into by and between Service Provider (“Business Associate”)and Client (“Covered Entity”). Business Associate and Covered Entity may be individually referred to as a “Party” and, collectively, the “Parties” in this Agreement. This Agreement shall be incorporated into and made part of the Underlying Agreement (as defined below). STATEMENT OF PURPOSE Pursuant to the Underlying Agreement, Business Associate provides services to Covered Entity and Covered Entity discloses certain information, including PHI (as defined below), to Business Associate. The purpose of this Agreement is to protect the privacy and provide for the security of such PHI in compliance with the Privacy Rule and Security Rule. SECTION 1: DEFINITIONS “Electronic Protected Health Information” or “Electronic PHI” will have the meaning given to such term under the Privacy Rule and the Security Rule, including, but not limited to, 45 C.F.R. § 160.103, as applied to the information that Business Associate creates, receives, maintains or transmits from or on behalf of Covered Entity. “Privacy Rule” will mean the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A and E. “Protected Health Information” or “PHI” will have the same meaning as the term “protected health information” in 45 C.F.R. § 160.103, as applied to the information created, received, maintained or transmitted by Business Associate from or on behalf of Covered Entity. “Security Rule” will mean the Security Standards at 45 C.F.R. Part 160 and Part 164, Subparts A and C “Underlying Agreement” will mean the applicable written services agreement(s) between Covered Entity and Business Associate under which Covered Entity may disclose PHI to Business Associate. Capitalized Terms. Capitalized terms used in this Agreement and not otherwise defined herein will have the meanings set forth in the Privacy Rule and the Security Rule which definitions are incorporated in this Agreement by reference. SECTION 2: PERMITTED USES AND DISCLOSURES OF PHI 2.1 Uses and Disclosures of PHI Pursuant to the Underlying Agreement. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities or services for, or on behalf of, Covered Entity as specified in the Underlying Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity. 2.2 Permitted Uses of PHI by Business Associate. Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. 2.3 Permitted Disclosures of PHI by Business Associate. Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of Business Associate, provided that the disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person (which purpose must be consistent with the limitations imposed upon Business Associate pursuant to this Agreement), and that the person agrees to notify Business Associate of any instances in which it is aware that the confidentiality of the information has been breached. DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 394 Client: Denton Fire Department Contract Number: RMS162298 Page 11 of 19 2.4 Data Aggregation. Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data Aggregation services for the Health Care Operations of the Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). 2.5 De-identified Data. Business Associate may de-identify PHI in accordance with the standards set forth in 45 C.F.R. § 164.514(b) and may use or disclose such de-identified data unless prohibited by applicable law. SECTION 3: OBLIGATIONS OF BUSINESS ASSOCIATE 3.1 Appropriate Safeguards. Business Associate will use appropriate administrative, physical, and technical safeguards to comply with the Security Rule with respect to Electronic PHI, to prevent use or disclosure of such information other than as provided for by the Underlying Agreement and this Agreement. Except as expressly provided in the Underlying Agreement or this Agreement, Business Associate will not assume any obligations of Covered Entity under the Privacy Rule. To the extent that Business Associate is to carry out any of Covered Entity’s obligations under the Privacy Rule, Business Associate will comply with the requirements of the Privacy Rule that apply to Covered Entity in the performance of such obligations. 3.2 Reporting of Improper Use or Disclosure, Security Incident or Breach. Business Associate will report to Covered Entity any use or disclosure of PHI not permitted under this Agreement, Breach of Unsecured PHI or any Security Incident, without unreasonable delay, and in any event no more than fourteen (14) days following discovery; provided, however, that the Parties acknowledge and agree that this Section constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents (as defined below). “Unsuccessful Security Incidents” will include, but not be limited to, pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of PHI. Business Associate’s notification to Covered Entity of a Breach will comply with the requirements set forth in 45 C.F.R. § 164.404. 3.3 Business Associate’s Agents. Business Associate will enter into a written agreement with any agent or subcontractor that creates, receives, maintains or transmits PHI on behalf of Business Associate for services provided to Covered Entity, providing that the agent agrees to restrictions and conditions that are no less restrictive than those that apply through this Agreement to Business Associate with respect to such PHI. 3.4 Access to PHI. To the extent Business Associate agrees in the Underlying Agreement to maintain any PHI in a Designated Record Set, Business Associate agrees to make such information available to Covered Entity pursuant to 45 C.F.R. § 164.524, within ten (10) business days of Business Associate’s receipt of a written request from Covered Entity; provided, however, that Business Associate is not required to provide such access where the PHI contained in a Designated Record Set is duplicative of the PHI contained in a Designated Record Set possessed by Covered Entity. 3.5 Amendment of PHI. To the extent Business Associate agrees in the Underlying Agreement to maintain any PHI in a Designated Record Set, Business Associate agrees to make such information available to Covered Entity for amendment pursuant to 45 C.F.R. § 164.526 within ten (10) business days of Business Associate’s receipt of a written request from Covered Entity. 3.6 Documentation of Disclosures. Business Associate will document disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. 3.7 Accounting of Disclosures. Business Associate will provide to Covered Entity, within twenty (20) business days of Business Associate’s receipt of a written request from Covered Entity, information collected in accordance with Section 3.6 of this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. 3.8 Governmental Access to Records. Business Associate will make its internal practices, books and records relating to the use and disclosure of PHI received from, or created or received by Business Associate DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 395 Client: Denton Fire Department Contract Number: RMS162298 Page 12 of 19 on behalf of, Covered Entity available to the Secretary for purposes of the Secretary determining compliance with the Privacy Rule and the Security Rule. 3.9 Mitigation. To the extent practicable, Business Associate will cooperate with Covered Entity’s efforts to mitigate a harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate that is not permitted by this Agreement. 3.10 Minimum Necessary. Business Associate will request, use and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure, in accordance with 45 C.F.R. § 164.514(d), and any amendments thereto. SECTION 4: CHANGES TO PHI AUTHORIZATIONS Covered Entity will notify Business Associate fifteen (15) days, if practicable, prior to the effective date of (1) any limitation(s) in its notice of privacy practices in accordance with 45 C.F.R. § 164.520, (2) any changes in, or revocation of, permission by an Individual to use or disclose PHI, or (3) any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522. Covered Entity will make such notification to the extent that such limitation, restriction, or change may affect Business Associate’s use or disclosure of PHI. SECTION 5: TERM AND TERMINATION 5.1 Term. The term of this Agreement will commence as of the Commencement Date. The Agreement term will be for three (3) years, with the option for two (2) additional, automatic, one (1) year extensions, in a total five (5) year period. 5.2 Termination for Cause. Upon either Party’s knowledge of a material breach by the other Party of this Agreement, such Party may terminate this Agreement immediately if cure is not possible. Otherwise, the non-breaching party will provide written notice to the breaching Party detailing the nature of the breach and providing an opportunity to cure the breach within thirty (30) business days. Upon the expiration of such thirty (30) day cure period, the non-breaching Party may terminate this Agreement and the affected underlying product or service if the breaching party does not cure the breach or if cure is not possible. 5.3 Effect of Termination. 5.3.1 Except as provided in Section 5.3.2, upon termination of the Underlying Agreement or this Agreement for any reason, Business Associate will return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, at Covered Entity’s expense, and will retain no copies of the PHI. This provision will apply to PHI that is in the possession of subcontractors or agents of Business Associate. 5.3.2 If it is infeasible for Business Associate to return or destroy the PHI upon termination of the Underlying Agreement or this Agreement, Business Associate will: (a) extend the protections of this Agreement to such PHI and (b) limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. 5.3.3 The respective rights and obligations of Business Associate under Section 5.3 of this Agreement will survive the termination of this Agreement and the Underlying Agreement. SECTION 6: COOPERATION IN INVESTIGATIONS The Parties acknowledge that certain breaches or violations of this Agreement may result in litigation or investigations pursued by federal or state governmental authorities of the United States resulting in civil liability or criminal penalties. Each Party will cooperate in good faith in all respects with the other Party in DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 396 Client: Denton Fire Department Contract Number: RMS162298 Page 13 of 19 connection with any request by a federal or state governmental authority for additional information and documents or any governmental investigation, complaint, action or other inquiry. SECTION 7: COMPLIANCE WITH LAW Business Associate will comply with all applicable federal privacy and security laws governing PHI, as they may be amended from time to time. SECTION 8: AMENDMENT This Agreement may be modified, or any rights under it waived, only by a written document executed by the authorized representatives of both Parties. In addition, if any relevant provision of the Privacy Rule or the Security Rule is amended in a manner that changes the obligations of Business Associate or Covered Entity that are embodied in terms of this Agreement, then the Parties agree to negotiate in good faith appropriate non-financial terms or amendments to this Agreement to give effect to such revised obligations. SECTION 9: GENERAL This Agreement is governed by, and will be construed in accordance with, the laws of the State that govern the Underlying Agreement. Covered Entity will not assign this Agreement without the prior written consent of Business Associate, which will not be unreasonably withheld. All notices relating to the Parties’ legal rights and remedies under this Agreement will be provided in writing to a Party, will be sent to its address set forth in the Underlying Agreement, or to such other address as may be designated by that Party by notice to the sending Party, and will reference this Agreement. Nothing in this Agreement will confer any right, remedy, or obligation upon anyone other than Covered Entity and Business Associate. DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 397 Client: Denton Fire Department Contract Number: RMS162298 Page 14 of 19 EXHIBIT B CONFIDENTIALITY AGREEMENT Service Provider and City of Denton, Texas (the “Client”) have entered into an agreement whereby Service Provider provides certain services (the “Services”) to Client (the “Master Services Agreement”). Client has entered into a contractual relationship with _____[insert name of person/entity performing the audit]____ (“Recipient”) and instructs Service Provider to allow Recipient to review certain information in Service Provider’s possession regarding Client’s business and accounts receivable billing and collections performed by Service Provider (the “Client Proprietary Information”). Therefore, in consideration of the mutual covenants and conditions contained in this Confidentiality Agreement (the “Confidentiality Agreement”), Recipient and Client agree as follows: A. During the course of Recipient’s examination and review of Client Proprietary Information, Recipient may be exposed to or review certain proprietary information regarding Service Provider (“Service Provider Proprietary Information”). Service Provider Proprietary Information refers to any and all data and information relating to the business of Service Provider which has value to Service Provider and is not generally known by its competitors or the public, including, without limitation, financial information, inventions, methods, techniques, actual or potential customers and suppliers, the Master Services Agreement, Service Provider’s business practices or other trade secrets or confidential information of Service Provider, all report formats, and existing and future products and computer systems and software. Recipient acknowledges and agrees that all Service Provider Proprietary Information and all physical embodiments thereof are confidential to Service Provider and are and will remain the sole and exclusive property of Service Provider. All Service Provider Proprietary Information acquired by Recipient will be kept strictly confidential and will not be disclosed to any other person or entity (including any entity affiliated with or any division of Recipient). B. Service Provider Proprietary Information does not include information which (i) is publicly known or which becomes publicly known through no act or failure to act on the part of Recipient; (ii) is lawfully obtained by Recipient from any third party entitled to disclose such information; (iii) is in the lawful possession of Recipient prior to such information having been disclosed to Recipient by Service Provider; or (iv) is independently developed by Recipient. C. Recipient further agrees that during Recipient’s engagement by Client and for a period of one (1) year following any termination of Recipient’s engagement for whatever reason, Recipient will not, directly or indirectly, on Recipient’s own behalf or in the service of, or on behalf of any other individual or entity, divert, solicit or hire away, or attempt to divert, solicit or hire away, to or for any individual or entity, any person employed by Service Provider, whether or not such employee is a full-time employee, temporary employee, leased employee or independent contractor of Service Provider, whether or not such employee is employed pursuant to written agreement and whether or not such employee is employed for a determined period or at-will. D. Recipient acknowledges that great loss and irreparable damage would be suffered by Service Provider if Recipient should breach or violate the terms of this Confidentiality Agreement. In the event Recipient breaches or violates this Confidentiality Agreement, Recipient agrees that Service Provider would not have an adequate remedy at law and, therefore, that Service Provider would be entitled to a temporary restraining order and permanent injunction to prevent a breach of any of the terms or provisions contained in this Confidentiality Agreement, in addition to any monetary damages that may be available at law or equity. Recipient’s obligations under this Confidentiality Agreement will survive indefinitely. E. Recipient represents and warrants that (i) it has the full power and authority to enter into this Confidentiality Agreement, and (ii) the person executing this Confidentiality Agreement has the full power and authority to do so. IN WITNESS WHEREOF, Recipient has signed this Confidentiality Agreement as of the date below written. RECIPIENT: __________________________ CLIENT: CITY OF DENTON, TEXAS By: ___________________________________ By:_________________________________ Print Name: ____________________________ Print Name:__________________________ Title: _________________________________ Title:________________________________ Date: _________________________________ Date:_______________________________ SAMPLE (No Signature Required) SAMPLE (No Signature Required) DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 398 Client: Denton Fire Department Contract Number: RMS162298 Page 15 of 19 EXHIBIT C END USER TERMS AND CONDITIONS I. Client acknowledges and agrees that all Services, computer software, programs, specifications and designs, documentation, manuals, methodologies, processes, and other materials, information, and the content of the foregoing accessed by Client that is provided by or on behalf of Service Provider or its licensors, and any copies thereof, (the “Service Provider Proprietary and Confidential Information”) are the proprietary, confidential and trade secret information of Service Provider, or its licensors, and shall remain so; and that such Service Provider Proprietary and Confidential Information may be utilized by Client only to facilitate its use of the Services in accordance with the terms of this Exhibit and the MA. Client agrees, and will cause its employees, agents and representatives to agree, that it/they (i) shall not copy, modify, change, disassemble, or reverse engineer any Service Provider Proprietary and Confidential Information, and (ii) shall not disclose Service Provider Proprietary and Confidential Information, except as legally required. Data from transactions received or created by Service Provider may be utilized by Service Provider for data aggregation and/or statistical compilations or reports, research, and for other purposes (the “Uses”) so long as such Uses are in compliance with all applicable laws and patient identifying information is de-identified consistent with the HIPAA Privacy Rule, and such Uses shall be the sole and exclusive property of Service Provider. The parties agree not to disclose the terms of this Exhibit, either party’s business practices or other trade secrets or confidential and trade secret information of the other party or its licensors, except as legally required. II. Client agrees, and shall cause its employees, agents and representatives to agree, that it/they shall not: (a) transmit or share identification and/or password codes to persons other than the Authorized Users for whom such codes were generated; (b) permit Authorized Users to share identification and/or password codes with others; (c) permit the identification and/or password codes from being cached in proxy servers and accessed by individuals who are not Authorized Users; (d) permit access to the Software through a single identification and/or password code being made available to multiple users on a network; or (e) attempt or permit any person without valid identification and/or password codes to attempt to access the Software. Client agrees that (w) the Software embodies valuable and proprietary trade secrets of Service Provider andor its licensors, (x) the identification and password codes issued by Service Provider hereunder constitute valuable confidential information, which is proprietary to Service Provider, (y) any reports, report formats, documents, ideas or other discoveries made or developed by Client during its use of the Software may be utilized by Client only at Client facility where it is installed, only to facilitate its use of the Services hereunder in accordance with the terms of this Exhibit and the MA, only in accordance with user instructions and specifications provided by Service Provider and shall not be given or sold to or used on behalf of any third-party, and any reports, report formats, documents, ideas or other discoveries shall remain the sole and exclusive property of Service Provider, and (z) Client agrees, and will cause its employees, agents, subcontractors and representatives to agree, that it/they shall not copy, modify, change, disassemble, or reverse engineer any part or aspect of the Software. III. The Software shall be in machine-readable object code and may only be utilized at Client facility where it is installed, solely for Client transactions for which Service Provider is to perform the Services, and only in accordance with user instructions and specifications provided by Service Provider. Client shall obtain and maintain, at no cost or expense to Service Provider, the software/hardware required by Client to access the Software and acknowledges that Service Provider recommends no specific manufacturer and/or software that complies with its specifications. As between Service Provider and Client, all such Software is acknowledged to be subject to Section V of this Exhibit and the MA. SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. IV. Client users shall access the Software through a combination of user names and passwords as necessary to provide appropriate security. Client shall be solely responsible for assigning user names and passwords to its users and for strictly maintaining the confidentiality of such user names DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 399 Client: Denton Fire Department Contract Number: RMS162298 Page 16 of 19 and passwords. Client shall ensure that all of its users comply with all of the terms and conditions of this Exhibit and the MA. Client shall not permit any person or entity, other than its designated users, to use or gain access to the Services and shall provide reasonable safeguards to protect against unauthorized usage of or access to the Services. V. Client shall not use the Software in any manner, or in connection with any Client specific materials that (i) infringes upon or violates any intellectual property right of any third-party, (ii) constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious, or (iii) violates any applicable international, federal, state or local law, rule, legislation, regulation or ordinance, including without limitation, the Communications Decency Act of 1996, as amended, and will not initiate or otherwise pursue development efforts that attempt to duplicate or re-create any functionality, processes or business model concepts included in the Software. VI. Service Provider reserves the right to substitute alternative products providing equivalent core functionality to the Software. VII. Upon Client’s ceasing use of the Software, the termination of this Exhibit and the MA, or Service Provider’s written request, Client shall cease using all Service Provider provided Software and related materials and promptly return same to Service Provider at Client's expense. Client shall certify to Service Provider in writing that all copies (in any form or media) of the materials received, whether or not modified or incorporated into other materials, have been destroyed or returned to Service Provider. Termination of this Exhibit and the MA or any license shall not relieve Client's obligation to pay all fees incurred prior to such termination and shall not limit either party from pursuing any other remedies available to it. VIII. Each party agrees that the other party and/or its licensors do not have an adequate remedy at law to protect their respective rights under this Exhibit and will have the right to seek injunctive relief from any violation or threatened violation of this Exhibit with respect to their respective rights. DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 400 Client: Denton Fire Department Contract Number: RMS162298 page 17 of 19 SERVICE SCHEDULE 1 SUPPLEMENTAL PAYMENT RECOVERY ASSISTANCE SERVICES (FOR TEXAS) The MA Terms and Conditions and this Service Schedule apply to all services rendered by Service Provider under this Service Schedule. 1. TERM 1.1. Initial Term of Schedule. The initial term of this Service Schedule is three years (the “Schedule Term”) beginning upon the Effective Date or as otherwise mutually agreed-upon by the parties (the “Commencement Date”), with the option for two (2) additional, automatic, one (1) year extensions, in a total five (5) year period. Service Provider’s or Client’s request to not renew the contract must be submitted in writing at least 60 days prior to the contract renewal date for each year. At the sole option of Client, this Service Schedule may be further extended as needed, not to exceed a total of six (6) months. 2. SCOPE OF SERVICES 2.1. Scope. Service Provider will provide supplemental payment assistant services as specified below based on information provided by Client for emergency and non-emergency transport services rendered by Client in accordance with the terms of the MA and this Service Schedule. 2.2. Responsibilities. Each party agrees to perform its respective responsibilities identified below in a timely and diligent manner. Client acknowledges and agrees that Service Provider’s performance of the Services described herein is dependent upon Client’s performance of its responsibilities as set forth in this Service Schedule. 2.2.1. Service Provider Responsibilities. As part of the Service Provider’s Supplemental Payment Assistance Services, Service Provider’s responsibilities under this Service Schedule will include: (a) Advising and assisting Client with enrolling in the Texas Ambulance Supplemental Payment Program (hereinafter referred to as the “TASPP”); (b) Managing the program applications and required cost reports for Client in accordance with the TASPP; (c) Managing the TASPP pre-cost report submittal process for Client, which may also include: • Developing and submitting the Provider Approval materials to the Texas Health and Human Services Commission (HHSC) on behalf of Client; • Receiving the Provider Approval from HHSC for Client’s participation in the TASPP, • Developing and submitting the Cost Allocation Model and Report to HHSC on behalf of Client for review as part of the TASPP; • Changing and finalizing the Cost Allocation Model during HHSC’s review of the Cost Allocation Model and Report, to meet HHSC’s requirements to move forward with the cost report submittal. (d) Assisting Client in developing cost models for emergency and non-emergency transports for submission to TASPP; (e) Assisting Client with submitting other annual reports as my required by the TASPP; (f) Ensuring that cost report preparer(s) engaged on behalf of Client by Service Provider are certified in accordance with all applicable rules, laws and regulations; and (g) Ensuring that it utilizes separate staff for all billing and cost report preparation services provided to Client. (h) Medicare Ground Ambulance Data Collection. 1. Kickoff Meeting/Conference Calls/WebEx. Service Provider will conduct a project kickoff meeting with Client to review the data requirements, DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 401 Client: Denton Fire Department Contract Number: RMS162298 page 18 of 19 supporting documentation, and due dates for the Medicare Data Collection report. Meetings will be conducted via in-person, conference call, or WebEx. 2. Data Collection Management. Service Provider will work with Client to gather the necessary information for the Medicare Data Collection System and make sure Client meets all deadlines for data delivery to Service Provider. Service Provider will provide necessary technical assistance with financial, statistical, billing, and utilization information to meet Medicare reporting standards. 3. Data Analysis. Service Provider will analyze the provider data, develop necessary calculations, and provide data outputs that meet the prescribed Medicare Data Collection reporting requirements. 4. Supporting Documentation Development. Service Provider will prepare a Microsoft Excel-based support file that will show how all answers included in the Medicare Data Collection System were derived. This supporting documentation can be used as the basis for answering any initial Medicare/Centers for Medicare and Medicaid Services (CMS) questions pertaining to the information included in the Medicare Data Collection System. While Medicare/CMS is currently stating that the data will not be audited, Medicare/CMS reserve the right to question any information included in the Medicare Data Collection System and request supporting documentation for that information. 5. Draft Report Review. Service Provider will conduct a Draft Report Review meeting with Client to review the draft information that will go into the Medicare Data Collection System. Service Provider will review all answers that will go into the Medicare Data Collection System and adjust analysis, outputs, or answers as necessary. Meetings will be conducted via in- person, conference call, or WebEx. 6. Medicare Data Collection System Submittal Management. Service Provider will manage to the submittal of the information into the Medicare Data Collection System. This may include providing the answers to all questions to Client so that Client can enter the information on its own, or it may include the direct entry of the data into the system by Service Provider. This will depend on how Medicare/CMS setup the system, and if Medicare/CMS will allow providers to give access to contracted report preparers. 7. Medicare Data Collection Follow-Up. Service Provider will provide follow- up services related to its MDC reporting services, including managing the question and answer process with Medicare/CMS. 2.2.2. Client Responsibilities. Client acknowledges and understands that inaccurate or false data submissions, even inadvertent ones, can lead to a false claim charge or Medicaid program exclusion. Therefore, Client agrees that it will use best efforts to: (a) Ensure the accuracy of all cost report data provided by Client to Service Provider and provide written certification of the accuracy of such data to Service Provider and all applicable governmental agencies; (b) Make its internal practices, books and records relating to all cost report data provided to Service Provider by Client available to Service Provider to ensure the accuracy of all such data; (c) Comply with Service Provider policies and procedures for the documentation of all cost report data as established and provided to Client by Service Provider from time to time; and DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 402 Client: Denton Fire Department Contract Number: RMS162298 page 19 of 19 (d) Provide Service Provider with the following as part of Client’s request for Supplemental Payment: • An organizational chart of Client’s agency; • An organizational chart of Client’s ambulance department; • Identification of the specific geographic service area covered by Client’s ambulance department; • Copies of job descriptions for all staff employed within Client’s emergency and non-emergency transport department and an estimated percentage of time spent working for Client’s emergency and non- emergency transport department and for other departments of Client’s agency; • Primary contact person for Client’s agency; and • A signed letter documenting the governmental provider’s voluntary contribution of non-federal funds. 3. SERVICE FEES 3.1. For Supplemental Payment Recovery Assistance Services, Client will pay Service Provider a service fee equal to 4.0%* of the Supplemental Payments recovered by Service Provider on behalf of Client. Supplemental Payments shall include any payments from Texas Medicaid to Client related to the TASPP. * In the event that charging a percentage of payments recovered for the Services described herein is determined to be out of compliance with federal or state laws or regulations, Service Provider may amend the MA to set forth a different payment arrangement. The parties acknowledge and agree that such amendment does not waive the obligation to pay determined fees. 3.4. All service fees are exclusive of all federal, state and local taxes, including sales taxes, assessed on or due in respect of any Services performed by Service Provider under this MA, for which taxes Client shall be solely responsible. Client shall reimburse Service Provider for all those costs and expenses of Client paid by Service Provider or any subsidiary or affiliate of Service Provider on behalf of Client in connection with the provision of Services hereunder. 3.5. Client acknowledges and agrees that Service Provider shall be entitled to receive service fees for Services provided by Service Provider under this MA even after expiration or earlier termination of this MA, provided that Service Provider provided such services on or before the date of expiration or termination of this MA. 4. INDEMNFICATION To the extent allowed by the laws of the State of Texas and without waiving any applicable immunity, Client is responsible for all claims, damages, or losses arising directly and solely as a result of a breach of any representation, warranty, covenant or obligation of Client pertaining to the TASPP; and any alleged negligent act or omission or intentional misconduct of Client or Client’s employees or agents or subcontractors related to any of Client’s obligations pertaining to the TASPP; provided that such obligation is limited to Client’s proportionate fault. DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 403 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 8BE9BDEA-6A27-4C0B-A271-BAD1F6C3BCB2 Change Healthcare Technology Enabled Services, LLC CIQ 4/30/2021 X 404 Certificate Of Completion Envelope Id: 8BE9BDEA6A274C0BA271BAD1F6C3BCB2 Status: Completed Subject: Please DocuSign: City Council Contract 7521 TASPP Source Envelope: Document Pages: 21 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Gabby Leeper AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 4/27/2021 11:45:17 AM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 4/27/2021 12:28:43 PM Viewed: 4/27/2021 12:28:50 PM Signed: 4/27/2021 12:31:43 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 4/27/2021 12:31:45 PM Viewed: 4/27/2021 5:57:30 PM Signed: 4/27/2021 5:59:17 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 68.185.202.16 Sent: 4/27/2021 5:59:20 PM Viewed: 4/28/2021 1:46:42 PM Signed: 4/28/2021 1:50:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jeffrey J. Wescott TES_ServicesContracts@changehealthcare.com SVP Revenue Cycle Management Services Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 104.129.204.79 Sent: 4/28/2021 1:50:50 PM Viewed: 4/28/2021 2:45:13 PM Signed: 4/30/2021 10:01:53 AM Electronic Record and Signature Disclosure: Accepted: 4/28/2021 2:45:13 PM ID: 3ba5298e-33a2-4bec-ba16-f505707fcb52 405 Signer Events Signature Timestamp Kenneth Hedges Kenneth.Hedges@cityofdenton.com Fire Chief Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 4/30/2021 10:01:55 AM Viewed: 4/30/2021 11:41:06 AM Signed: 4/30/2021 11:41:26 AM Electronic Record and Signature Disclosure: Accepted: 4/30/2021 11:41:06 AM ID: 03a8e95a-fc43-4660-bfc0-d38612db93d8 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 4/30/2021 11:41:29 AM Viewed: 5/26/2021 7:58:30 AM Signed: 5/26/2021 8:00:22 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/26/2021 8:00:25 AM Viewed: 5/26/2021 8:02:34 AM Signed: 5/26/2021 8:02:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/26/2021 8:02:45 AM Viewed: 5/26/2021 9:14:26 AM Signed: 5/26/2021 9:14:58 AM Electronic Record and Signature Disclosure: Accepted: 5/26/2021 9:14:26 AM ID: 49010d08-89d9-48fe-a0fd-bfae300a2689 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 4/27/2021 12:31:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 406 Carbon Copy Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 4/30/2021 11:41:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 4/30/2021 11:41:29 AM Viewed: 4/30/2021 11:50:11 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/26/2021 9:15:01 AM Viewed: 5/26/2021 9:26:52 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lindsey Garrison Lindsey.Garrison@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/26/2021 9:15:02 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/27/2021 12:28:44 PM Certified Delivered Security Checked 5/26/2021 9:14:26 AM Signing Complete Security Checked 5/26/2021 9:14:58 AM Completed Security Checked 5/26/2021 9:15:02 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 407 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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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Jeffrey J. Wescott, Kenneth Hedges, Rosa Rios 408 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. 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Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 410 411 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO INCREASE THE SPEND AUTHORITY WITH CHANGE HEALTHCARE TECHNOLOGY ENABLED SERVICES, LLC, FOR THE PREPARATION AND SUBMITTAL OF THE TEXAS AMBULANCE SUPPLEMENTAL PAYMENT PROGRAM REIMBURSEMENT FOR THE FIRE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7521 AWARDED TO CHANGE HEALTHCARE TECHNOLOGY ENABLED SERVICES, LLC, PROVIDING FOR AN ADDITIONAL EXPENDITURE AMOUNT NOT-TO-EXCEED $140,000.00, WITH THE TOTAL CONTRACT AMOUNT NOT-TO-EXCEED $320,000.00). WHEREAS, on May 25, 2021, by Ordinance No. 21-956, the City awarded a contract to Change Healthcare Technology Enabled Services, LLC, in the amount of $180,000.00, for the preparation and submittal of the Texas Ambulance Supplemental Payment Program reimbursement for the Fire Department; and WHEREAS, the additional fees under the proposed increase are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees applicable to the , and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. This ordinance, increasing the amount of the contract between the City and Change Healthcare Technology Enabled Services, LLC, which is on file in the office of the Purchasing Agent, in the amount of One Hundred Forty Thousand and 00/100 ($140,000.00) Dollars, is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said amendment. The total contract amount increases to $320,000.00. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: 412 Aye Nay Abstain Absent Gerard Hudspeth, Mayor: _____ _____ _____ _____ Vicki Byrd, District 1: _____ _____ _____ _____ Brian Beck, District 2: _____ _____ _____ _____ Jesse Davis, District 3: _____ _____ _____ _____ Alison Maguire, District 4: _____ _____ _____ _____ Deb Armintor, At Large Place 5: _____ _____ _____ _____ Paul Meltzer, At Large Place 6: _____ _____ _____ _____ PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 413 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2631,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a contract with Evidence IQ,Inc.,for the purchase of Ballistics IQ,a ballistics image capturing,cataloging,and correlation software for the Police Department,which is the sole provider of this software,in accordance with Texas Local Government Code 252.022,which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding,and if over $50,000 shall be awarded by the governing body;providing for the expenditure of funds therefor;and providing an effective date (File 7852 -awarded to Evidence IQ,Inc.,for one (1)year,with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $153,250.00). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™414 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Evidence IQ, Inc., for the purchase of Ballistics IQ, a ballistics image capturing, cataloging, and correlation software for the Police Department, which is the sole provider of this software, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; providing for the expenditure of funds therefor; and providing an effective date (File 7852 – awarded to Evidence IQ, Inc., for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not- to-exceed amount of $153,250.00). INFORMATION/BACKGROUND The Denton Police Department is tackling the problem of gun violence head-on through; community outreach, directed enforcement, and now endeavors to include sophisticated technology – Ballistics IQ. The department requires the ability to capture digital images of ballistic evidence, rapidly triage the ballistic evidence, and expeditiously match them with shell casings from other violent crimes, thereby establishing investigative links that may otherwise not have existed. This technology is an important tool for detectives and investigators who work diligently to get violent criminals off the street. Bringing the technology out of the lab and into the field allows for immediate actionable intelligence to help interrupt the cycle of violent crime before it can escalate. While the department has access to The Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF) National Integrated Ballistic Information Network (NIBIN), through existing external partnerships, lab backlogs, and submission limitations delay the results up to several months. In that lag time, violent offenders may re-offend – oftentimes to a greater degree of severity and violence. With an in-house Ballistics IQ system, investigators can quickly input evidence at any time of day or night, generating possible leads in a matter of hours. Similar to a fingerprint, a gun leaves unique microscopic markings on fired cartridge casings. Even firearms that are the same make and model and produced on the same manufacturing line will generate different markings. Shell casings found at all shooting and shots fired incidents are analyzed, as are casings from guns recovered and test-fired by police. As shell casings are entered into the Ballistics IQ gallery and matched with other casings, investigators can connect multiple crime scenes – some from different years or different jurisdictions – knowing that the same gun was used. Alternatively, the department could acquire the technology to directly access the NIBIN. While this technology would allow for direct access to the NIBIN system, it comes with greater personnel, quality City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 415 systems, and technology costs. The current image capture system for NIBIN (by ATF contract) is from BrassTrax HD3D and costs approximately $300,000.00 and has an annual service contract fee of approximately $50,000.00. Additionally, as a NIBIN site under the agreement with the ATF, the department would be required to intake and process the firearms evidence of any other law enforcement agency in North Texas, implement a quality management system, and attain laboratory accreditation. These requirements and associated additional workload would necessitate the hiring of a Quality Manager and NIBIN Technician. This would additionally, create a workload burden on the Evidence Management Unit as well as the Crime Scene Unit due to the increase in external agency submissions. Ballistics IQ –through its system of patented technology, software, algorithm, and remote Firearms and Toolmark Examiners (Virtual Correlation Center) – uniquely allows non-technical users with minimal training to obtain actionable information in real-time at the scene and access Firearms and Toolmark Experts remotely with an average 3-hours response time (24 hours contractually) with no change to current personnel needs. Implementation includes delivery of the Ballistic Camera Box and on-site, train-the-trainer instruction for up to ten(10) department personnel. Fiscal Year FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25 FY 2025-26 Total Subscription License for 100 Cases 35,000 26,875 26,875 26,875 26,875 142,500 10% contingency 2,688 2,688 2,688 2,686 10,750 Total $35,000 $29,563 $29,563 $29,563 $29,561 $153,250 Section 252.022 of the Local Government Code provides that procurement of sole source commodities and services are exempt from competitive bidding, if over $50,000, shall be awarded by the governing body. RECOMMENDATION Award with a contract to Evidence IQ, Inc., as a sole source supplier, for the purchase of Ballistics IQ, a ballistics image capturing, cataloging, and correlation software for the Police Department, in a one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $153,250. PRINCIPAL PLACE OF BUSINESS Evidence IQ, Inc. Lemont, IL ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for four (4) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These services will be funded from Technology Funds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract 416 Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Michael Kessler, 940-349-7877. Legal point of contact: Marcella Lunn at 940-349-8333. 417 ORDINANCE NO. ____________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH EVIDENCE IQ, INC., FOR THE PURCHASE OF BALLISTICS IQ, A BALLISTICS IMAGE CAPTURING, CATALOGING, AND CORRELATION SOFTWARE FOR THE POLICE DEPARTMENT, WHICH IS THE SOLE PROVIDER OF THIS SOFTWARE, IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICH PROVIDES THAT PROCUREMENT OF COMMODITIES AND SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING, AND IF OVER $50,000 SHALL BE AWARDED BY THE GOVERNING BODY; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7852 AWARDED TO EVIDENCE IQ, INC., FOR ONE (1) YEAR, WITH THE OPTION FOR FOUR (4) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $153,250.00). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including, items that are only available from one source because of patents, copyrights, secret processes, or natural monopolies; films, manuscripts, or books; electricity, gas, water, and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described asing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 7852 Evidence IQ, Inc. $153,250.00 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes, or natural monopolies; films, manuscripts, or books; electricity, gas, water, and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. 418 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager, or their designee, is hereby authorized to execute the contract relating to the items specified in Section 1, attached hereto, and the expenditure of funds pursuant to said contract is hereby authorized. SECTION 5. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ 419 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 420 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B Ginny Brummett 7852 Ballistics IQ Not Applicable FILE 421 Contract # 7852 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND EVIDENCE IQ INC. (FILE 7852) THIS CONTRACT is made and entered into this date ______________________, by and between EVIDENCE IQ INC. a Delaware corporation, whose address is 346 River Street Lemont, Illinois 60439, 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 FILE 7852-Balistics IQ, 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) Evidence IQ MSA (Exhibit “B”); (c) Certificate of Interested Parties Electronic Filing (Exhibit "C"); (d) Form CIQ – Conflict of Interest Questionnaire (Exhibit "D"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 422 Contract # 7852 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. EVIDENCE IQ INC. CITY OF DENTON, TEXAS BY:______________________________ BY: AUTHORIZED SIGNATURE ___________________________ Printed Name:_____________________ SARA HENSLEY INTERIM CITY MANAGER Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ATTEST: ROSA RIOS, CITY SECRETARY BY:__________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B Roger@evidenceiq.com Roger Cummings Chief Executive Officer 630-635-8100 Chief of Police Denton Police Department Frank Dixon 423 Contract # 7852 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $153,250. Pricing shall be per Exhibit B attached. 2. The Quantities The quantities indicated on Exhibit B are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs. As indicated on Exhibit B, the City is purchasing 100 Virtual Correlation Center (VCC) cases per year. Additional VCC cases are available for purchase, if City determines that an increase in quantity of VCC cases would meet its actual needs. Additional VCC cases can be purchased at the same rate paid for in this contract with a 20% surcharge. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional four (4) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 424 Contract # 7852 Exhibit B Evidence IQ MSA DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 425 Evidence IQ, Inc. – Ballistics IQ Agreement ver. 1.0 Page 1 of 13 EVIDENCE IQ – BALLISTICS IQ MUNICIPAL, STATE AND FEDERAL LAW ENFORCEMENT AGENCY/AGENCY/COUNTY AGREEMENT This Municipal, State and Federal Law Enforcement AGENCY/COUNTY Agreement (“Agreement”) is made and entered into effective December 31, 2021 (the “Effective Date”) between Evidence IQ, Inc., a Delaware corporation (“EIQ”), and the City of Denton, Texas (“AGENCY/COUNTY”). A. EIQ collects, stores and disseminates Ballistics Data (as herein defined) to law enforcement agencies through its EIQ Software Service (as herein defined); and B. AGENCY/COUNTY desires to obtain access to Ballistics Data through the EIQ Software Service on the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows: 1. Definitions. As used in this Agreement, certain terms have the meanings set forth below. Certain other capitalized terms are defined in the text of this Agreement in the section in which the term is first used. “Ballistics Data” means ballistics data and images collected by LEAs and available through the EIQ Software Service for use by LEAs. All Ballistics Data uploaded by AGENCY/COUNTY to the EIQ Software Service is owned by AGENCY/COUNTY. “EIQ Software Service” means a web-based (hosted) suite of software applications of EIQ consisting of analytical and investigative software located on a physical database server that also hosts Ballistics Data accessed through the EIQ customer portal. “LEA” means a municipal, state or Federal law enforcement agency. “Service Fee” means the amount required to be paid by AGENCY/COUNTY per Service Period for access to the EIQ Software Service and Ballistics Data. “User” means an individual who is an agent and sworn officer of AGENCY/COUNTY and who is authorized by AGENCY/COUNTY to access the Ballistics Data through the EIQ Software Service on behalf of AGENCY/COUNTY with login credentials provided by AGENCY/COUNTY. 2. License. (a) Grant of License. Subject to, and conditioned on, AGENCY/COUNTY’s payment of the Service Fee and compliance with all other terms and conditions of this Agreement, EIQ grants to AGENCY/COUNTY a non-exclusive, non- transferable right and license to access and use the Ballistics Data through the EIQ Software Service during the Service Period only for investigatory law enforcement purposes. (b) License of Ballistics Data. AGENCY/COUNTY grants to EIQ a non- exclusive, fully paid up, royalty free, worldwide, sublicensable, transferable, perpetual and DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 426 Evidence IQ, Inc. – Ballistics IQ Agreement ver. 1.0 Page 2 of 13 irrevocable license to use, install, access, reproduce, modify, impose, display, create derivative works of, distribute, and license for use by EIQ’s customers the Ballistics Data uploaded by AGENCY/COUNTY in connection with its EIQ Software Service. (c) Data Sharing. All Ballistics Data uploaded by AGENCY/COUNTY will be available through the EIQ Software Service and accessible by other LEAs who contract with EIQ to access the EIQ Software Service. (d) Non-Exclusive Licensed Access. AGENCY/COUNTY acknowledges that the right or ability of EIQ to license other third parties to access the Ballistics Data through the EIQ Software Service is not restricted in any manner by this Agreement, and that it is EIQ’s intention to license a number of other LEAs to access the Ballistics Data through the EIQ Software Service. EIQ shall have no liability to AGENCY/COUNTY for any such action. 3. Access to the Ballistics Data Through the EIQ Software Service. (a) Account Security. EIQ shall provide to AGENCY/COUNTY the necessary passwords and network links or connections to allow AGENCY/COUNTY’s Users to access the Ballistics Data through the EIQ Software Service. AGENCY/COUNTY shall be responsible for assigning to each of AGENCY/COUNTY’s Users a username and password (one per user account). An unlimited number of User accounts is provided. AGENCY/COUNTY will cause the Users to maintain username and password credentials confidential and will prevent use of such username and password credentials by any unauthorized person(s). AGENCY/COUNTY shall notify EIQ immediately if AGENCY/COUNTY believes the password of any of its Users has, or may have, been obtained or used by any unauthorized person(s). In addition, AGENCY/COUNTY must notify EIQ immediately if AGENCY/COUNTY becomes aware of any other breach or attempted breach of the security of any of its Users’ accounts. (b) Eligibility. AGENCY/COUNTY shall only authorize individuals who satisfy the eligibility requirements of “Users” to access the EIQ Software Service. EIQ in its sole discretion may deny EIQ Software Service access to any individual based on such person’s failure to satisfy such eligibility requirements. (c) User Logins. Except with the prior written consent of EIQ, AGENCY/COUNTY shall not provide User logins to agents or officers of other local, state or Federal LEAs or access the EIQ Software Service on behalf of other LEAs. (d) Liability. AGENCY/COUNTY is responsible and liable for all uses of the Ballistics Data through the EIQ Software Service resulting from access provided by AGENCY/COUNTY, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, AGENCY/COUNTY is responsible for all acts and omissions of each User and each act or omission by each User that would constitute a breach of this Agreement if taken by AGENCY/COUNTY will be deemed a breach of this Agreement by AGENCY/COUNTY. AGENCY/COUNTY shall use reasonable efforts to make all Users aware of this Agreement’s provisions as applicable to such User’s use of the Ballistics Data through the EIQ Software Service, and shall cause Users to comply with such provisions. DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 427 Evidence IQ, Inc. – Ballistics IQ Agreement ver. 1.0 Page 3 of 13 (e) Restrictions on Use of the Ballistics Data Through the EIQ Software Service. (i) AGENCY/COUNTY acknowledges that a large part of EIQ’s competitive advantage comes from the collection and analysis of the Ballistics Data. AGENCY/COUNTY’s and each User’s access, use, except as expressly permitted under this Agreement, and disclosure of any such Ballistics Data would cause irreparable damage to EIQ. (ii) Except as expressly permitted under this Agreement, AGENCY/COUNTY agrees that it shall not, directly or indirectly, nor will it permit a User or any other party to, without the prior written consent of EIQ, (A) access the EIQ Software Service and utilize the Ballistics Data for any purpose other than for investigatory law enforcement purposes, (B) disclose the Ballistics Data to any unauthorized third party; (C) copy, modify, or create derivative works of the EIQ Software Service or the Ballistics Data, in whole or in part; (D) create, attempt to create, or grant permission to the source program and/or object program associated with the EIQ Software Service or the Ballistics Data; (E) decompile, disassemble or reverse engineer any software component of the EIQ Software Service for any reason, including, without limitation, to develop functionally similar computer software or services; (F) modify, alter or delete any of the copyright notices embedded in or affixed to the copies of any components of the EIQ Software Service or the Ballistics Data; (G) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer or otherwise make available the EIQ Software Service or the Ballistics Data; or (H) use the EIQ Software Service or the Ballistics Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity that violates any applicable law. (iii) AGENCY/COUNTY agrees to take all necessary precautions to protect the Ballistics Data against its unauthorized use or disclosure and exercise at least the same degree of care in safeguarding the Ballistics Data as AGENCY/COUNTY would with AGENCY/COUNTY’s own confidential information. (iv) AGENCY/COUNTY shall not create, publish, distribute, or permit any written, electronically transmitted or other form of publicity material that references the Ballistics Data, EIQ Software Service or this Agreement without first submitting the material to EIQ and receiving written consent from EIQ thereto. This restriction is specifically intended to ensure consistency with other media messaging and will survive the expiration or earlier termination of this Agreement. (v) AGENCY/COUNTY agrees as follows: (A) to notify EIQ immediately upon discovery of any unauthorized use or disclosure of Ballistics Data or any other breach of this Section 3 by AGENCY/COUNTY or any User, and AGENCY/COUNTY shall reasonably cooperate with EIQ to regain possession of the Ballistics Data, prevent its further unauthorized use, and otherwise prevent any further breaches of this Section 3; (B) a breach or threatened breach by AGENCY/COUNTY or a User of any covenant contained in this Agreement, including under this Section 3, may cause irreparable damage to EIQ and that EIQ could not be made whole by monetary damages. Therefore, EIQ shall have, in addition to any remedies available at law, the right DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 428 Evidence IQ, Inc. – Ballistics IQ Agreement ver. 1.0 Page 4 of 13 to seek equitable relief to enforce this Agreement, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy; and (C) AGENCY/COUNTY’s obligations of non-disclosure and other obligations under this Agreement are effective as of the Effective Date and will survive the termination or expiration of this Agreement. _EIQ acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by EIQ to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by EIQ 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. (f) Reservation of Rights. EIQ reserves all rights not expressly granted to AGENCY/COUNTY in this Agreement. 4. Service Fees and Term. The AGENCY/COUNTY Service Fees will be based on the number of virtual correlation center cases (“VCCs”) submitted by AGENCY/COUNTY during the Service Period. Exhibit A further defines the Service Period term and cost and permitted use. (a) AGENCY/COUNTY agrees to assist EvidenceIQ with testimonials, case studies, and being a referenceable resource for other Law Enforcement organizations. All public-facing collateral will be pre-approved by AGENCY/COUNTY prior to any external publication. (b) AGENCY/COUNTY may use the EvidenceIQ Service for the purposes of assisting and supporting the Denton Police Department personnel only unless granted permission in writing by EvidenceIQ. 5. Term and Termination. (a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect as defined in Exhibit A from such date (the “Service Period”). (b) Termination. (i) AGENCY/COUNTY may terminate this Agreement with cause upon thirty (30) days’ prior written notice to EIQ. (ii) EIQ may terminate this Agreement with or without cause upon thirty (30) days’ prior written notice to AGENCY/COUNTY. If EIQ’s notice of termination is based on a breach of this Agreement by AGENCY/COUNTY, the notice of termination will set forth in reasonable detail AGENCY/COUNTY’s breach of this Agreement. If within such thirty (30) day period AGENCY/COUNTY fails to cure to EIQ’s satisfaction the breach, this Agreement will terminate upon the expiration of such thirty (30) day period and AGENCY/COUNTY shall not be entitled to a refund of the Service Fee, or any portion thereof. If EIQ’s notice of termination is based on a reason other than a breach of this Agreement by DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 429 Evidence IQ, Inc. – Ballistics IQ Agreement ver. 1.0 Page 5 of 13 AGENCY/COUNTY, this Agreement will terminate upon the expiration of such thirty (30) day period and AGENCY/COUNTY will be entitled to a refund of a portion of the Service Fee, based on the unused VCCs relative to the number of VCCs purchased. (iii) Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. AGENCY/COUNTY shall not be entitled to a refund of the Service Fee, or any portion thereof, upon such a termination. (iv) Upon expiration or earlier termination of this Agreement, all rights granted by EIQ to AGENCY/COUNTY under this Agreement will immediately cease to exist and AGENCY/COUNTY must promptly discontinue all use of the EIQ Software Service. The license granted by AGENCY/COUNTY to EIQ pursuant to Section 2(b) shall survive the termination or expiration of this Agreement. (v) This Section 5(b) shall survive any termination or expiration of this Agreement. 6. Warranty Disclaimer by EIQ; Indemnification by AGENCY/COUNTY. (a) DISCLAIMER. THE BALLISTICS DATA AND EIQ SOFTWARE SERVICE IS PROVIDED “AS IS” AND EIQ HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EIQ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EIQ MAKES NO WARRANTY OF ANY KIND THAT THE EIQ SOFTWARE SERVICE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING THE BALLISTICS DATA, WILL MEET AGENCY/COUNTY’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. (b) Limitations of Liability. EIQ WILL NOT BE LIABLE FOR AGENCY/COUNTY’S USE OF THE BALLISTICS DATA OR THE EIQ SOFTWARE SERVICE UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST OF BUSINESS). TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR OTHERWISE UNENFORCEABLE, EIQ’S CUMULATIVE LIABILITY TO AGENCY/COUNTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $153,250.00. (c) Indemnification. Intentionally Deleted. DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 430 Evidence IQ, Inc. – Ballistics IQ Agreement ver. 1.0 Page 6 of 13 7. Miscellaneous. (a) Notices. Any notice under this Agreement must be written. Notices must be addressed to the recipient and either (i) hand delivered; (ii) placed in the United States mail, certified, return receipt requested; (iii) deposited with an overnight delivery service; or (iv) sent via e-mail and followed with a copy sent by overnight delivery or regular mail, to the address or e-mail address specified below. Any mailed notice is effective three (3) business days after the date of deposit with the United States Postal Service or the overnight delivery service, as applicable; all other notices are effective upon receipt. A failure of the United States Postal Service to return the certified mail receipt to the dispatcher of such notice will not affect the otherwise valid posting of notice hereunder. Addresses for all purposes under this Agreement are: If to EIQ: Evidence IQ, Inc. Attn: Roger Cummings, President 346 River Street Lemont, Illinois 60439 E-mail: Roger@EvidenceIQ.com If to AGENCY/COUNTY: City of Denton City Attorney’s Office 215 E. McKinney Street Denton, TX 76201 Either party may designate another address for this Agreement by giving the other party at least five (5) business days’ advance notice of its address change. A party’s attorney may send notices on behalf of that party, but a notice is not effective against a party if sent only to that party’s attorney. (b) Assignment. Neither party shall assign its rights or delegate its obligations under this Agreement to any party, without the express written consent of the non-assigning party. Any such purported assignment or delegation in violation of this Section 7(b) will be null and void. No assignment or delegation will relieve AGENCY/COUNTY of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns. (c) Governing Law; Venue. THIS AGREEMENT IS GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICTS-OF-LAWS PRINCIPLES. THE PARTIES HERETO CONSENT THAT VENUE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT WILL BE IN DENTON COUNTY, TEXAS. (d) Amendments; Waiver. No amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both parties. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power or DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 431 Evidence IQ, Inc. – Ballistics IQ Agreement ver. 1.0 Page 7 of 13 privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. (e) Entirety. This Agreement constitute the entire agreement between the parties and supersede all prior and contemporaneous understandings, agreements, representations and warranties and other communications, oral or written between the parties. No contrary or additional terms contained in any purchase order or other communication from AGENCY/COUNTY will be a part of this Agreement. (f) Force Majeure. Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if nonperformance is caused by an occurrence beyond the reasonable control of such party and without its fault or negligence, such as acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, delays of common carriers, or any other cause beyond the reasonable control of such party. (g) Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. (h) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. (i) CJIS Requirements. AGENCY/COUNTY certifies that its Users shall comply with the CJIS requirements outlined in Exhibit B. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by persons duly authorized as of the date and year first above written. EIQ: Evidence IQ, Inc. By: Name: Title: AGENCY/COUNTY: By: Name: Title: Address: E-mail: DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B Interim City Manager Sara.Hensley@cityofdenton.com City of Denton Sara Hensley Chief Executive Officer Roger Cummings 432 Evidence IQ, Inc. – Ballistics IQ Agreement ver. 1.0 Page 8 of 13 [signature page – Evidence IQ – Ballistics IQ Municipal, State and Federal Law Enforcement AGENCY/COUNTY Agreement] DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 433 Evidence IQ, Inc. – Ballistics IQ Agreement ver. 1.0 Page 9 of 13 EXHIBIT A Service Fees Budgetary Quote Date 11/2/2021 Invoice #100/1/5-DentonTX Bill To: Quantity Description Amount 1 Ballistics IQ Triage Subscription License (Year 1 Term: December 1, 2021 - November 30, 2022)26,875.00$ 100 Ballistics IQ VCC Cases (Year 1)Included 1 1.5 Day Onsite Ballistics IQ Capture Training (for up to 10 people) Included 1 Ballistic Camera Box (5 year warranty and support) Year 1 of 5 8,125.00$ 1 Ballistics IQ Triage Subscription License (Year 2 Term: December 1, 2022 - November 30, 2023)26,875.00$ 100 Ballistics IQ VCC Cases (Year 2)Included 1 Ballistic Camera Box (5 year warranty and support) Year 2 of 5 Included 1 Ballistics IQ Triage Subscription License (Year 3 Term: December 1, 2023 - November 30, 2024)26,875.00$ 100 Ballistics IQ VCC Cases (Year 3)Included 1 Ballistic Camera Box (5 year warranty and support) Year 3 of 5 Included 1 Ballistics IQ Triage Subscription License (Year 4 Term: December 1, 2024 - November 30, 2025)26,875.00$ 100 Ballistics IQ VCC Cases (Year 4)Included 1 Ballistic Camera Box (3 year warranty and support) Year 4 of 5 Included 1 Ballistics IQ Triage Subscription License (Year 5 Term: December 1, 2025 - November 30, 2026)26,875.00$ 100 Ballistics IQ VCC Cases (Year 5)Included 1 Ballistic Camera Box (5 year warranty and support) Year 5 of 5 Included Subtotal for 5 Years $ 142,500.00 Subtotal Tax 0.00% Balance due in Year 1 35,000.00$ Denton Police Department 601 E Hickory St. 940-349-7877 346 River Street Lemont, IL 60439 Phone: (512) 934-3970 Croden@EvidenceIQ.com Denton, TX 76205 Mr. Cody Roden Attn: Michael Kessler This quote is for a 5 year term with a start date of December 31, 2021. All Evidence IQ hardware will include a 5 year warranty. Included in the price of the SubscriptionLicense is a ballistics camera box, hardcase, and all other required hardware. A 1.5 day onsite training (max 10 people) provided from Evidence IQ by a SeniorFirearms and Toolmarks Examiner. Additional training can be scheduled for $2,500 per day plus reasonable travel and expenses. Billings will be paid annually in advance on the first month of fiscal year under service with Net 30 terms. Additional VCC (Virtual Correlation Center) cases can be purchased at the same rate paid for in this contract with a 20% surcharge. Quote and pricing expires on 12/31/2021. Pricing is contingent on receiving a signed agreement to terms before 12/31/2021. DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 434 Evidence IQ, Inc. – Ballistics IQ Agreement ver. 1.0 Page 10 of 13 Exhibit B CJIS Requirements EIQ and AGENCY/COUNTY agree on the importance of data security, integrity and system availability and that these security objectives will only be achieved through shared responsibility. EIQ and AGENCY/COUNTY agree they will more likely be successful with information security by use of the EIQ-supplied technical controls and AGENCY/COUNTY’s use of those controls in conjunction with AGENCY/COUNTY’s policies to protect the systems, data and privacy. EIQ and AGENCY/COUNTY agree that AGENCY/COUNTY-owned and FBI-CJIS-supplied data in EIQ systems does not meet the definition of FBI-CJIS provided Criminal Justice Information (“CJI”). Regardless, EIQ agrees to treat the AGENCY/COUNTY-supplied information in EIQ systems as CJI. EIQ will strive to meet those technical and administrative controls to ensure the tools are in place for the proper protection of systems, information and privacy of individuals to the greatest degree possible. EIQ and AGENCY/COUNTY agree that information obtained or incorporated into EIQ systems may be associated with records that are sensitive in nature having, tactical, investigative and “Personally Identifiable Information.” As such, that information will be treated in accordance with applicable laws, policies and regulations governing protection and privacy of this type of data. EIQ and AGENCY/COUNTY agree that products and services offered by EIQ are merely an investigative tool to aid EIQ’s customers in the course of their duties and that EIQ make no claims that direct actions be initiated based solely upon the information responses or analytical results. Further, EIQ and AGENCY/COUNTY agree that AGENCY/COUNTY is ultimately responsible for taking the appropriate actions from results, hits, etc. generated by EIQ products and require ongoing training, human evaluation, verifying the accuracy and currency of the information, and appropriate analysis prior to taking any action. Certain capitalized terms are defined in the FBI-CJIS Security Policy. The parties agree as follows. EIQ: 1. EIQ has established the use of the FBI-CJIS Security Policy as guidance for implementing technical security controls in an effort to meet or exceed those requirements. 2. EIQ will appoint a CJIS Information Security Officer to act as a conduit to AGENCY/COUNTY’s Contracting Government AGENCY/COUNTY and AGENCY/COUNTY Coordinator to receive any FBI-CJIS Security Policy information and disseminate such information to the appropriate staff. 3. EIQ will adhere to FBI-CJIS Security Policy Awareness Training and Personnel Screening standards as required by AGENCY/COUNTY. 4. EIQ will, by default, classify all AGENCY/COUNTY-supplied data and information related to AGENCY/COUNTY-owned infrastructure, information systems or communications systems as “criminal justice data.” All AGENCY/COUNTY information will be treated at the highest level of confidentiality by all EIQ staff. EIQ has supporting guidance/policies for staff handling the full life cycle of information in physical or electronic form and has accompanying disciplinary procedures for unauthorized access, misuse or mishandling of that information. DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 435 Evidence IQ, Inc. – Ballistics IQ Agreement ver. 1.0 Page 11 of 13 5. EIQ will not engage in data mining, commercial sale, unauthorized access and/or use of any of AGENCY/COUNTY-owned data. 6. EIQ will initiate its formal cyber Incident Response Procedures if any cyber incident or data breach occurs. 7. EIQ will immediately inform AGENCY/COUNTY of any cyber incident or data breach, to include DDoS, Malware, Virus, etc. that may impact or harm AGENCY/COUNTY’s data, systems or operations so proper analysis can be performed and AGENCY/COUNTY’s Incident Response Procedures can be initiated. 8. EIQ will only allow authorized support staff to access AGENCY/COUNTY’s account or AGENCY/COUNTY’s data for AGENCY/COUNTY-related purposes. 9. EIQ will use training, policy and procedures to ensure support staff use proper handling, processing, storing, and communication protocols for AGENCY/COUNTY’s data. 10. EIQ will protect AGENCY/COUNTY’s systems and data by monitoring and auditing staff user activity to ensure that it is only within the purview of system application development, system maintenance or the support roles assigned. 11. EIQ will inform AGENCY/COUNTY of any unauthorized, inappropriate use of data or systems. 12. EIQ will design software applications to facilitate FBI-CJIS-compliant information handling, processing, storing and communication of AGENCY/COUNTY’s data. 13. EIQ will advise AGENCY/COUNTY when any software application or equipment technical controls are not consistent with meeting FBI-CJIS Security Policy criteria for analysis and due consideration. 14. EIQ will use the existing Change Management process to sufficiently plan for system or software changes and updates with “rollback” plans. 15. EIQ will provide technical security controls that only permit authorized user access to AGENCY/COUNTY-owned data and EIQ systems as intended by AGENCY/COUNTY. 16. EIQ will meet or exceed the FBI-CJIS Security Policy complex password construction and change rules. 17. EIQ will only provide access to EIQ’s systems and AGENCY/COUNTY-owned information through AGENCY/COUNTY managed role-based access and applied sharing rules configured by AGENCY/COUNTY. 18. EIQ will provide technical controls with additional levels of user Advanced Authentication in physically non-secure locations. 19. EIQ will provide compliant FIPS 140-2 Certified 128-bit encryption for AGENCY/COUNTY-owned data during transport and storage (“data at rest”) while in the custody and control of EIQ. 20. EIQ will provide firewalls and virus protection to protect networks, storage devices and data. DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 436 Evidence IQ, Inc. – Ballistics IQ Agreement ver. 1.0 Page 12 of 13 21. EIQ will execute archival, purges and/or deletion of data as configured by AGENCY/COUNTY. 22. EIQ will provide auditing and alerting tools within the software applications so AGENCY/COUNTY can monitor access and activity of EIQ support staff and AGENCY/COUNTY users for unauthorized access, disclosure, alteration or misuse of AGENCY/COUNTY-owned data. EIQ support staff will only have access when granted by AGENCY/COUNTY. 23. EIQ will only perform direct support remote access to AGENCY/COUNTY systems/infrastructure when requested, authorized and physically granted access to the applications/systems by AGENCY/COUNTY. This activity will be documented by both parties. 24. EIQ will create and retain activity transaction logs to enable auditing by AGENCY/COUNTY and EIQ staff. 25. EIQ will provide physical protection for the equipment storing AGENCY/COUNTY data along with additional technical controls to protect physical and logical access to systems and data. 26. EIQ will participate in any information or technical security compliance audit performed by AGENCY/COUNTY or any state CJIS system agency or FBI-CJIS division. 27. EIQ will perform independent employment background screening for EIQ’s staff and participate in additional fingerprint background screening as required by AGENCY/COUNTY. 28. EIQ agrees that all AGENCY/COUNTY-contributed data, including “hot-lists,” scans, user information etc., will only be shared as designated by AGENCY/COUNTY and will remain the responsibility and property of AGENCY/COUNTY. AGENCY/COUNTY: 1. AGENCY/COUNTY will appoint an AGENCY/COUNTY Coordinator as a central point of contact for all FBI-CJIS Security Policy-related matters and to assign staff that are familiar with the contents of the FBI-CJIS Security Policy. 2. AGENCY/COUNTY will have the AGENCY/COUNTY Coordinator (a) provide timely updates with specific information regarding any new FBI-CJIS, state or local information security policy requirements that may impact EIQ compliance or system/application development and (b) facilitate obtaining certifications, training, and fingerprint-based background checks as required. 3. AGENCY/COUNTY will inform EIQ when any FBI-CJIS Security Awareness Training, personnel background screening or execution of FBI-CJIS Security Addendum Certifications is required. 4. AGENCY/COUNTY will immediately inform EIQ of any relevant data breach or cyber incident, to include DDoS, Malware, Virus, etc. that may impact or harm EIQ systems, operations, business partners and/or other agencies, so proper analysis can be performed, and Incident Response Procedures can be initiated. 5. AGENCY/COUNTY is responsible for the legality and compliance of information recorded, submitted or placed in EIQ systems and use of that data. DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 437 Evidence IQ, Inc. – Ballistics IQ Agreement ver. 1.0 Page 13 of 13 6. AGENCY/COUNTY is responsible for proper equipment operation and placement of equipment. 7. AGENCY/COUNTY is responsible for vetting authorized user access to EIQ systems with due consideration of providing potential access to non-AGENCY/COUNTY information. 8. AGENCY/COUNTY is responsible for control of persons granted access to purchased EIQ systems, along with data stored and transmitted via EIQ systems. 9. AGENCY/COUNTY is responsible for all data security, handling and data protection strategies from point of acquisition, during transport and until submission (“Hotlist upload”) into EIQ systems. 10. AGENCY/COUNTY will reinforce AGENCY/COUNTY’s staff policies and procedures for secure storage and protection of EIQ system passwords. 11. AGENCY/COUNTY will reinforce AGENCY/COUNTY’s staff policies for creating user accounts with only government domain email addresses. Any exceptions must be granted in writing. 12. AGENCY/COUNTY will reinforce AGENCY/COUNTY’s staff policies for not sharing user accounts. 13. AGENCY/COUNTY will use EIQ role-based access as designed to foster system security and integrity. 14. AGENCY/COUNTY controls, and is responsible for, appropriate use and data storage policies as well as procedures for the data maintained outside the EIQ systems, including when any information is disseminated, extracted or exported out of EIQ’s systems. 15. AGENCY/COUNTY controls, and is responsible for developing, policies, procedures and enforcement for applying deletion/purging and dissemination rules to information within and outside EIQ’s systems. 16. AGENCY/COUNTY is responsible for ensuring data and system protection strategies are accomplished through the tools provided by EIQ for account and user management features along with audit and alert threshold features. 17. AGENCY/COUNTY will use the “virtual escorting” security tools provided for managing AGENCY/COUNTY’s system remote access and monitor EIQ support staff when authorized to assist AGENCY/COUNTY. 18. AGENCY/COUNTY acknowledges that the EIQ-designed technical controls and tools will only be effective in conjunction with AGENCY/COUNTY-created policies and procedures that guide user access and appropriate use of the system. 19. AGENCY/COUNTY acknowledges that information and services provided through EIQ products do not provide any actionable information and AGENCY/COUNTY users are responsible for the validity and accuracy of their data and developing procedures to verify information with the record owner and other systems, such as the National Crime Information Center, based upon the potential lead generated. M:\07\070366.01\11-24-20 DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 438 Contract # 7852 Exhibit C Certificate of Interested Parties DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 439 Controlling Name of Interested Party4 Nature of interest City, State, Country (place of business) Intermediary (check applicable) CERTIFICATE OF INTERESTED PARTIES 1295FORM 1 of 1 1 OFFICE USE ONLY 2 11/03/2021 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. Name of business entity filing form, and the city, state and country of the business entity's place of business. Evidence IQ Lemont , IL United States Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract.3 City of Denton Ballistics intelligence as a subscription service EvidenceIQ - City of Denton 2021-820091 Date Filed: Date Acknowledged: Certificate Number: CERTIFICATION OF FILING City of Denton XDenton, TX United States 6 Signature of authorized agent of contracting business entity My name is _______________________________________________________________, UNSWORN DECLARATION Check only if there is NO Interested Party.5 My address is _______________________________________________, _______________________, and my date of birth is _______________________. Executed in ________________________________________County, I declare under penalty of perjury that the foregoing is true and correct. (street)(state)(zip code)(country) (year)(month) _______, ______________, _________. State of ________________, on the _____day of ___________, 20_____. (city) (Declarant) Version V1.1.191b5cdcwww.ethics.state.tx.usForms provided by Texas Ethics Commission DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B 440 CONFLICT OF INTEREST QUESTIONNAIRE - Exhibit D 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 s ection is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government 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 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: C99BDC83-E078-4A7C-A95A-481FE164506B EVIDENCE IQ INC. 11/16/2021 X 441 Certificate Of Completion Envelope Id: C99BDC83E0784A7CA95A481FE164506B Status: Sent Subject: Please DocuSign: City Council Contract 7852 Ballistics IQ Source Envelope: Document Pages: 21 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Ginny Brummett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/16/2021 3:39:39 PM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/16/2021 3:45:51 PM Viewed: 11/16/2021 3:46:09 PM Signed: 11/16/2021 3:49:07 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/16/2021 3:49:10 PM Viewed: 11/16/2021 3:59:47 PM Signed: 11/16/2021 4:00:22 PM 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) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/16/2021 4:00:24 PM Viewed: 11/16/2021 4:11:45 PM Signed: 11/16/2021 4:11:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Roger Cummings roger@evidenceiq.com Chief Executive Officer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 67.173.143.19 Signed using mobile Sent: 11/16/2021 4:11:49 PM Viewed: 11/16/2021 8:57:27 PM Signed: 11/16/2021 9:00:11 PM Electronic Record and Signature Disclosure: Accepted: 11/16/2021 8:57:27 PM ID: d3ebfde2-4da8-479d-8235-da3fc6f6f891 442 Signer Events Signature Timestamp Frank Dixon Frank.Dixon@cityofdenton.com Chief of Police Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 107.77.198.31 Signed using mobile Sent: 11/16/2021 9:00:14 PM Viewed: 11/17/2021 7:12:32 AM Signed: 11/17/2021 7:13:01 AM Electronic Record and Signature Disclosure: Accepted: 11/17/2021 7:12:32 AM ID: 2947735c-924a-493a-9522-475fb2e46eb5 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/17/2021 7:13:04 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/11/2021 4:50:25 PM ID: 9b74e17d-7520-4b9b-8d68-55aced671ff9 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/16/2021 3:49:10 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 443 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/17/2021 7:13:04 AM Viewed: 11/17/2021 9:08:53 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Michael Kessler Michael.Kessler@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Cody Roden croden@EvidenceIQ.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/16/2021 3:45:51 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 444 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2636,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a contract with Vann/Elli,Inc.,for the installation,repair,and removal of guard fencing for the Streets Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 7821 -awarded to Vann/Elli,Inc.,for four (4)years,with the option for one (1)additional one (1) year extension, in the total five (5) year not-to-exceed amount of $750,000.00). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™448 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Vann/Elli, Inc., for the installation, repair, and removal of guard fencing for the Streets Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7821 – awarded to Vann/Elli, Inc., for four (4) years, with the option for one (1) additional one (1) year extension, in the total five (5) year not-to-exceed amount of $750,000.00). INFORMATION/BACKGROUND The Streets Department will use this service contract for the installation, repair, and removal of guard fencing (rails). This will help to ensure public safety while traveling the roadways in the City of Denton jurisdiction. The quantities are estimated and will vary according to the needs of the City. Even with the COVID pandemic, the Dallas/Ft. Worth area continues to experience a major increase in economic growth and highway construction. This continues to put a strain on the availability of materials and labor causing the unit price to increase for asphalt, concrete, and building materials. Currently, there is a shortage of steel that is causing a continual increase in the price of steel. Project Description Estimated 5-Year Expenditure Year 1 Guard Fence Installation, Repair, and Removal 145,000 Year 2 Guard Fence Installation, Repair, and Removal 145,000 Year 3 Guard Fence Installation, Repair, and Removal 145,000 Year 4 Guard Fence Installation, Repair, and Removal 145,000 Year 5 Guard Fence Installation, Repair, and Removal 145,000 Contingency 25,000 5-Year NTE Total $ 750,000 Request for Proposals was sent to 317 prospective suppliers, including 13 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, and references were checked to ensure the vendor can provide the services requested in the Scope of Work. The proposal was evaluated based upon published criteria including safety, compliance with specifications, probable performance, and price. Best and Final Offer (BAFO) was requested from the firm. The department is awarding the contract to Vann/Elli, Inc. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 449 NIGP Code Used for Solicitation: 550, 913, 968 Notifications sent for Solicitation sent in IonWave: 317 Number of Suppliers that viewed Solicitation in IonWave: 15 HUB-Historically Underutilized Business Invitations sent out: 31 SBE-Small Business Enterprise Invitations sent out: 130 Responses from Solicitation: 1 RECOMMENDATION Award a contract with Vann/Elli, Inc., for the installation, repair, and removal of guard fencing for the Streets Department, in a four (4) year, with the option for one (1) additional one (1) year extension, in the total five (5) year not-to-exceed amount of $750,000. PRINCIPAL PLACE OF BUSINESS Vann/Elli, Inc. Joshua, TX ESTIMATED SCHEDULE OF PROJECT This is an initial four (4) year contract with options to extend the contract for one (1) additional one (1) year period, with all terms and conditions remaining the same. FISCAL INFORMATION These items/services will be funded from Streets Department Operating Funds. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Robbin Webber, 940-349-7146. Legal point of contact: Marcella Lunn at 940-349-8333. 450 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH VANN/ELLI, INC., FOR THE INSTALLATION, REPAIR, AND REMOVAL OF GUARD FENCING FOR THE STREETS DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7821 AWARDED TO VANN/ELLI, INC., FOR FOUR (4) YEARS, WITH THE OPTION FOR ONE (1) ADDITIONAL ONE (1) YEAR EXTENSION, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $750,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the installation, repair, and removal of guard fencing for the Streets Department; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7821 Vann/Elli, Inc. $750,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the 451 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 [___ - ___]: 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 452 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 453 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 7821 Yes Installation, Repair and Removal of Guard Fence Cori Power RFP 454 Contract # 7821 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND VANN/ELLI, INC. (CONTRACT 7821) THIS CONTRACT is made and entered into this date ______________________, by and between Vann/Elli, Inc., a Texas corporation, whose address is 1411 S. Broadway, Joshua, TX 76056, 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 7821 – Installation, Repair, and Removal of Guard Fence , 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 7821 (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 455 Contract # 7821 Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: ______________________ Title: _____________________________ __________________________________ PHONE NUMBER __________________________________ EMAIL ADDRESS __________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 817-558-4052 Bonnie Davis President bonniedavis@vann-elli.com Public Works ethan cox General Manager of Public Works 456 Contract # 7821 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $750,000. Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The contract term will be four (4) years, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional one (1) one-year period. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 4. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 457 Contract # 7821 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. DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 458 Contract # 7821 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 459 Contract # 7821 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 DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 460 Contract # 7821 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 461 Contract # 7821 in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 462 Contract # 7821 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 463 Contract # 7821 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 DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 464 Contract # 7821 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 DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 465 Contract # 7821 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 DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 466 Contract # 7821 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 DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 467 Contract # 7821 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 DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 468 Contract # 7821 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 DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 469 Contract # 7821 and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 470 Contract # 7821 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 DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 471 Contract # 7821 or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 472 Contract # 7821 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 DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 473 Contract # 7821 refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 474 Contract # 7821 orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 475 Contract # 7821 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 DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 476 Contract # 7821 days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 477 Contract # 7821 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 478 Contract # 7821 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 479 Contract # 7821 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 480 Contract # 7821 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 481 Contract # 7821 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 482 Contract # 7821 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 483 Contract # 7821 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 484 Contract # 7821 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 485 Line #Description QTY UOM Unit Price 1 SECTION A: INSTALLATION 2 A1 - Install Metal W-Beam Guard Fence 31 in., 12 Gauge, Timber Post 400 LF $42.00 3 A2 - Install Metal Beam Guard Fence Transition Low Speed Transition 2 EA $2,200.00 4 A3 - Install Metal Beam Guard Fence Transition Three-Beam Transition 2 EA $4,000.00 5 A4 - Install Metal Beam Guard Fence Transition 31 in., Low Speed Transition 4 EA $2,200.00 6 A5 - Install Metal Beam Guard Fence Transition 31 in., Three-Beam Transition 4 EA $4,000.00 7 A6 - Install Metal W. Beam Guard Fence Short Radius, 31 in 200 LF $65.00 8 A7 - Install Single Guard Terminal, 31 in.2 EA $6,500.00 9 A8 - Install Metal Beam Guard Fence Long Span System 200 LF $45.00 10 A9 - Install Low Fill Culvert Post, 31 in.5 EA $700.00 11 SECTION B: REPAIR/SERVICE 12 B1 - Repair Single Guardrail Terminal 28 in.1 EA $3,500.00 13 B2 - Repair Single Guardrail Terminal 31 in.1 EA $3,500.00 14 B3 - Adjust Metal Beam Guard Fence 200 LF $20.00 15 B4 - Install Metal W-Beam Guard Fence 28 in., 12 Gauge, Timber Post 200 LF $42.00 16 B5 - Install Metal W-Beam Guard Fence Short Radius, 28 in.200 LF $65.00 17 B6 - Install Driveway Terminal Section 2 EA $1,500.00 18 B7 - Install Single Guardrail Terminal, 28 in.2 EA $6,500.00 19 B8 - Install Low Fill Culvert Post, 28 in.2 EA $700.00 20 SECTION C: REMOVAL 21 C1 - Removal Metal Beam Guard Fence and Post 200 LF $6.00 22 C2 - Remove Terminal Anchor Section 2 EA $800.00 23 SECTION D: MISC. 24 D1 - Additional Service Cost for any other Repair and Installation request not Listed above 1 EA No Bid 25 D2 - Mobilization Cost for each call out 1 EA $1,500.00 Exhibit F DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A 486 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Exhibit DocuSign Envelope ID: 5898B88E-1CED-489B-897D-479B1CA2388A Vann/Elli, Inc. G None 11/18/2021 None X 487 Certificate Of Completion Envelope Id: 5898B88E1CED489B897D479B1CA2388A Status: Sent Subject: Please DocuSign: City Council Contract 7821 - Installation, Repair and Removal of Guard Fence Source Envelope: Document Pages: 34 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/17/2021 10:35:32 AM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/17/2021 10:41:45 AM Viewed: 11/17/2021 10:41:56 AM Signed: 11/17/2021 10:43:03 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/17/2021 10:43:06 AM Viewed: 11/17/2021 3:09:39 PM Signed: 11/17/2021 3:12:30 PM 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) Signature Adoption: Pre-selected Style Using IP Address: 68.185.202.16 Sent: 11/17/2021 3:12:33 PM Viewed: 11/18/2021 11:53:07 AM Signed: 11/18/2021 11:57:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Bonnie Davis bonniedavis@vann-elli.com President Vann/Elli, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 67.212.18.166 Sent: 11/18/2021 11:57:21 AM Viewed: 11/18/2021 3:48:01 PM Signed: 11/18/2021 3:49:41 PM Electronic Record and Signature Disclosure: Accepted: 11/18/2021 3:48:01 PM ID: f4003afc-cf24-4e18-8701-55105e78bda8 488 Signer Events Signature Timestamp ethan cox ethan.cox@cityofdenton.com General Manager of Public Works Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/18/2021 3:49:43 PM Viewed: 11/18/2021 4:14:17 PM Signed: 11/18/2021 4:14:29 PM Electronic Record and Signature Disclosure: Accepted: 8/7/2018 4:24:18 PM ID: feebacc3-151e-47bb-af6d-be8889ffcb35 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/18/2021 4:14:31 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/17/2021 4:26:48 PM ID: d64b5ff7-323c-4b9a-92b9-98cb1cc9b9c3 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/17/2021 10:43:07 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 489 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/18/2021 4:14:31 PM Viewed: 11/18/2021 4:35:23 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Robbin Webber Robbin.Webber@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/21/2021 12:46:43 PM ID: b8ee6961-7453-4e1c-88f9-aa18b56938f1 Cheyenne Defee cheyenne.defee@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/17/2021 10:41:45 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 490 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Bonnie Davis, ethan cox, Rosa Rios, Robbin Webber 491 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2642,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,approving proposals from Ameri-Mex Contractors,Inc.,and authorizing the expenditure of funds for the reconstruction of a residential property located at 2217 Foxcroft Circle,under the City of Denton Home Improvement Program; providing for the expenditure of funds therefor;and providing an effective date (RFP 7828 -Ameri-Mex Contractors, Inc., in the not-to-exceed amount of $278,875.00). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™494 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, approving proposals from Ameri-Mex Contractors, Inc., and authorizing the expenditure of funds for the reconstruction of a residential property located at 2217 Foxcroft Circle, under the City of Denton Home Improvement Program; providing for the expenditure of funds therefor; and providing an effective date (RFP 7828 – Ameri-Mex Contractors, Inc., in the not-to-exceed amount of $278,875.00). INFORMATION/BACKGROUND Home Improvement Program (HIP) Every year, the Community Development Division brings the City of Denton Action Plan for Housing and Community Development of awarded CDBG and HOME funds (Action Plan). The Action Plan is approved by City Council annually and it approves Community Development Block Grant (CDBG) and Home Investment Partnership Program (HOME) grant funds allocated to Home Improvement Program (HIP) that assist low- and moderate-income families maintain safe, stable affordable housing. Additional funding sources may include program income and owner-provided personal funds. HIP assists homeowners in need of major repairs through rehabilitation or reconstruction. Assistance is in the form of a payable/forgivable or forgivable loan for ten years. The program helps homeowners afford substantial repairs that they could not otherwise afford. RFP #7828-Home Improvement Project This bid was issued to include one housing reconstruction project for homeowners who applied and qualified for the HIP program. Work specifications and pricing estimates were based on project and household specifications. The project is approximately 1,236 square feet, 3br/2bath/Accessible/Energy Star reconstruction. A 15% contingency has been included for inflation for change orders in the total not-to- exceed amount. Project Price 2217 Foxcroft Circle, Denton, TX 242,500 City’s Contingency 36,375 Total: $278,875 Requests for Proposals were sent to 374 prospective suppliers, including 33 Denton firms, of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Three (3) proposals were received and evaluated based City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 495 upon published criteria including delivery, probable performance, price, and homeowner’s choice. Best and Final Offers (BAFO) were requested from the firms. Based upon this evaluation, Ameri-Mex Contractors, Inc. was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 909 - (Service Only)-Building Construction Services, New Notifications sent for Solicitation sent in IonWave: 374 Number of Suppliers that viewed Solicitation in IonWave: 23 HUB-Historically Underutilized Business Invitations sent out: 47 SBE-Small Business Enterprise Invitations sent out: 146 Responses from Solicitation: 3 RECOMMENDATION Award a contract with Ameri-Mex Contractors Inc., for the reconstruction of a residential property located at 2217 Foxcroft Circle, under the City of Denton Home Improvement Program, in a not-to-exceed amount of $278,875. PRINCIPAL PLACE OF BUSINESS Ameri-Mex Contractors, Inc. Valley View, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date by June 30, 2022. FISCAL INFORMATION These services will be funded from Home Investment Partnership Program Funds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: Fact Sheet Exhibit 4: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning these reconstructions, contact: Alma Espino, 940-349-7756. Legal point of contact: Mack Reinwand at 940-349-8333. 496 Ameri-Mex Contractors, Inc. A-STAR General Contracting (A2ZGC INC) 9FORTY Quality Contracting LLC Valley View, TX Dallas, TX Denton, TX Line #Description 1 Total Cost for Reconstruction @ 2217 Foxcroft Circle , Denton, TX 76209 $242,500.00 $206,200.00 $486,000.00 $36,375.00 $278,875.00 Item #Standard Criteria Ameri-Mex Contractors Inc A-STAR General Contracting (A2ZGC INC) 9FORTY Quality Contracting LLC 1 Homeowners Choice - 30%30.00 20.00 0.00 2 Delivery/Project Schedule - 10%9.00 5.00 6.00 3 Probable Performance - 10%7.00 7.00 3.00 4 Price, Total Cost of Ownership - 50%42.51 50.00 21.21 88.51 82.00 29.88 Evaluation Contingency: Total Contract: Total Score: Exhibit 2 RFP 7828 - Pricing Evaluation for Home Improvement Project - Amos Respondent's Business Name: Principal Place of Business (City and State): 497 Home Improvement Program Council Fact Sheet Details: Agenda ID: Project: Substantial Rehab/Repair Contractor Awarded: Ameri-Mex Contractors, Inc. Contract Amount: $278,875 (includes $36,375, 15% change orders) Project Data: Energy efficiencies: Energy Star Version 3.1 certified Sustainability: Energy Star Home Rated: • Spray-foamed walls and attic • Aero-Barrier sealed walls • Energy Star windows • 0.92 AFUE furnace • 16 SEER A/C sized for high efficiency house. • Energy Star refrigerator and dishwasher • Energy Star ceiling fans • All lights LEDs • All exterior lights IDA or equal approved Household Data for Last 9 HIP Projects: Income: Moderate Income 65%-80%: 1 households Low Income 50%-65%: 4 households Very-Low Income 30%-50%: 3 households Extremely-Low Income 30: 1 households Household: Elderly: 6 households Large (5+): 1 household Small: 2 household Loan Data: Income Category General Households Elderly Households Moderate 80%-65% AMI: 20% Payable & 80% Forgivable 0% Payable & 100% Forgivable Low 65% - 50% AMI: 10% Payable & 90% Forgivable 0% Payable & 100% Forgivable Very-Low 50% - 30%: 0% Payable & 100% Forgivable 0% Payable & 100% Forgivable Extremely-Low Below 30%: 0% Payable & 100% Forgivable 0% Payable & 100% Forgivable Maximum debt to income ratios: Front End Housing: 30 Back End Housing/All Other Debt: 40 The debt-to-income ratio is all monthly debt payments divided by your gross monthly income. This number allows us to measure the applicant’s ability to afford costs that will arise with their rehab or reconstruct home. New costs can include program loan payment, higher property taxes, and higher costs of property insurance. Income Range Moderate Low Very-Low Extremely-Low 498 Family Size 80% – 65% AMI 65% A – 50% AMI 50% – 30% AMI 30% AMI 1 $46,550 – 37,851 $37,850 – 29,101 $29,100 – 17,501 $17,500 or below 2 $53,200 – 43,251 $43,250 – 33,251 $33,250 – 20,001 $20,000 or below 3 $59,850 – 48,651 $48,650 – 37,401 $37,400 – 22,501 $22,500 or below 4 $66,500 – 54,001 $54,000 – 41,551 $41,550 – 25,751 $25,750 or below 5 $71,850 – 58,351 $58,350 – 44,901 $44,900 – 30,171 $30,170 or below 6 $77,150 – 62,701 $62,700 – 48,201 $48,200 – 34,591 $34,590 or below 7 $82,500 – 67,001 $67,000 – 51,551 $51,550 – 39,011 $39,010 or below 8 $87,800 – 71,301 $71,300 – 54,851 $54,850 – 43,431 $43,430 or below 499 ORDINANCE NO. __________________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, APPROVING PROPOSALS FROM AMERI-MEX CONTRACTORS, INC., AND AUTHORIZING THE EXPENDITURE OF FUNDS FOR THE RECONSTRUCTION OF A RESIDENTIAL PROPERTY LOCATED AT 2217 FOXCROFT CIRCLE, UNDER THE CITY OF DENTON HOME IMPROVEMENT PROGRAM; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7828 AMERI-MEX CONTRACTORS, INC., IN THE NOT-TO-EXCEED AMOUNT OF $278,875.00). low and moderate-income families in securing safe, sanitary, and decent housing; and WHEREAS, the City participates in a Home Improvement Program funded through a federal grant from the Department of Houston and Urban Development; and WHEREAS, the City adopted and administers Home Improvement Program Guidelines and Home Improvement Program Eligibility Criteria, which require competitive procurement for certain qualifying expenditures; and WHEREAS, the homeowners receiving the benefit of the request for proposals are qualified and eligible in accordance with the Home Improvement Program Guidelines and Home Improvement Program Eligibility Criteria; and WHEREAS, the City assisted homeowners seeking to participate in the City of Denton Home Improvement Program solicit, receive, and evaluate competitive proposals for the reconstruction of a residential property located at 2217 Foxcroft Circle, under the City of Denton Home Improvement Program; and WHEREAS, the City Manager, or a designated employee, as well as the homeowners for one (1) property, have received and reviewed and recommended that the herein described proposals are the most advantageous to the City and homeowners considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City will execute loan agreements and other documents with the homeowners authorizing the City to expend Home Improvement Program funds for the perty; 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, 500 THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City and homeowners considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7828 Ameri-Mex Contractors, Inc. $278,875.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City the offer of the persons submitting the proposals for such items and agrees to the expenditure of Home Improvement Program funds for 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 homeowners wish to enter into a formal written agreement as a result of the acceptance and approval of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract and other loan agreements (and other necessary documents) which shall be referenced herein; provided that the written contract and agreements are 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 proposals, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: 501 Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 502 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2643,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a contract with Sunbelt Pools,Inc.,through the Buy Board Cooperative Purchasing Network Contract #613-20,for the purchase of supplies,services,equipment,and chemicals of all aquatic facilities:Water Works Park,Natatorium,Civic Center Pools,and the Carl Young Jr.Splash Pad for the Parks and Recreation Department;providing for the expenditure of funds therefor;and providing an effective date (File 7792 -awarded to Sunbelt Pools,Inc.,for one (1)year,with the option for two (2)additional one (1) year extensions, in the not-to-exceed amount of $3,300,000.00). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™503 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Sunbelt Pools, Inc., through the Buy Board Cooperative Purchasing Network Contract # 613-20, for the purchase of supplies, services, equipment, and chemicals of all aquatic facilities: Water Works Park, Natatorium, Civic Center Pools, and the Carl Young Jr. Splash Pad for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (File 7792 – awarded to Sunbelt Pools, Inc., for one (1) year, with the option for two (2) additional one (1) year extensions, in the not-to-exceed amount of $3,300,000.00). INFORMATION/BACKGROUND This proposed contract is for swimming pool water treatment chemicals (chlorine, pH adjustments, metal removal, clarifiers, stain removal) for Water Works Park, Natatorium, Civic Center Pool, and the Carl Young Jr. Park Splash pad. The cooperative contract through Buy Board also includes preventative maintenance services for pool heaters, Ultraviolet (UV) systems, circulation, and booster pump repairs. The agreement also includes chemical system maintenance to keep and maintain a safe and healthy pool environment. The City of Denton Warehouse will be using this contract to purchase 100# calcium hypochlorite granular for various departments. An assessment was done in October 2021 by a third-party consultant on the integrity of the slide tower at Water Works Park. Consultants identified up to $241,000 of needed improvements concerning the elevated platforms, slide deterioration, concrete work, and maintenance to prolong the life of the tower and slides. Repairs are needed before operations begin in May 2022. The expanded contract amount will give the department flexibility to expedite projects that are time-sensitive, provide for a new capital maintenance schedule, and address major issues of aging facilities in future years. It will also provide room for day-to- day operational needs with escalating costs such as chemicals and contracted preventative maintenance on machinery. The Parks and Recreation Department’s Aquatics Division manages four aquatic facilities, eight separate bodies of water, with a total of approximately 1.4 million gallons of recirculated and treated water. The water quality is regulated by and is maintained per the Texas State Health Code (Section 265.181-208, Subchapter L) and the City of Denton Health codes and CDC Healthy Swimming guidelines. The City of Denton pools are maintained under the supervision and direction of a properly trained and certified pool operator as required by the Texas State Health Code 256, Subchapter L - RULE §265.203. All of the full- time aquatic’s maintenance staff are certified through the National Recreation and Park Association as Aquatic Facility Operators. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 504 YEAR 1 YEAR 2 YEAR 3 Contingency Total EST PER YR 1,000,000 1,000,000 1,000,000 300,000 $3,300,000 Pricing obtained through the Buy Board Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 1, 2005, Council approved the interlocal agreement with the Buy Board Cooperative Purchasing Network (Ordinance 2005-034). RECOMMENDATION Award a contract with Sunbelt Pools, Inc., for the purchase of supplies, services, equipment, and chemicals of all aquatic facilities: Water Works Park, Natatorium, Civic Center Pools, and the Carl Young Jr. Splash Pad for the Parks and Recreation Department, in a not-to-exceed amount of $3,300,000. PRINCIPAL PLACE OF BUSINESS Sunbelt Pools, Inc. Dallas, TX ESTIMATED SCHEDULE OF PROJECT This Buy Board contract expires May 31, 2023. FISCAL INFORMATION These items will be funded from Park Operating Funds. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Monica Martin, 940-349-8804. Legal point of contact: Marcella Lunn at 940-349-8333. 505 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH SUNBELT POOLS, INC., THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK CONTRACT # 613-20, FOR THE PURCHASE OF SUPPLIES, SERVICES, EQUIPMENT, AND CHEMICALS OF ALL AQUATIC FACILITIES: WATER WORKS PARK, NATATORIUM, CIVIC CENTER POOLS, AND THE CARL YOUNG JR. SPLASH PAD FOR THE PARKS AND RECREATION DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7792 AWARDED TO SUNBELT POOLS, INC., FOR ONE (1) YEAR, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE NOT-TO- EXCEED AMOUNT OF $3,300,000.00). WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 7792 Sunbelt Pools, Inc. $3,300,000.00 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities, and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. 506 SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders, or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR 507 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 508 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 COOP Erica Garcia Not Applicable Sunbelt Pool Chemicals 7792 509 File 7792 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND SUNBELT POOLS, INC. (File # 7792) THIS CONTRACT is made and entered into this date _______________________, by and between Sunbelt Pools, Inc. a Texas Corporation, whose address is 10555 Plano Rd, Dallas, TX 75238, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the Supplier’s quote, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit “C”. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) Buyboard Cooperative Purchasing Contract #613-20 with Sunbelt Pools, Inc., (Exhibit “B” on file at the office of the Purchasing Agent); (c) Sunbelt Pools, Inc. quote (Exhibit “C”); (d) City of Denton Standard Terms and Conditions (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit “E”); (f) Insurance Requirements (Exhibit “F”); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 510 File 7792 meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: ________________________________ ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 Pres Rob Morgan RobM@sunbeltpools.com 2147225082 2021-825734 Director of Parks and Recreation Parks & Recreation Gary Packan 511 File 7792 Exhibit A Special Terms and Conditions 1. Contract Term The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional 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. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 2. Total Contract Amount The contract total shall not exceed $3,300,000. Pricing shall be per Exhibit C attached. DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 512 Respondent's Business Name:Sunbelt Pools, Inc. Dallas, TX 613-20 SECTION A - PRODUCTS Line Item UOM Price 1 PER LIST PRICE 20% SECTION B - SERVICE 2 PER HOUR $ 125.00 Exhibit C Principal Place of Business (City and State) Pricing Sheet for Swimming Pool Chemicals, Supplies and Equipment Repair Service Swimming Pool Chemicals, Supplies and Equipment DESCRIPTION Buy Board Cooperative Contract: Page 1 of 1 DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 513 Exhibit D City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 514 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non- complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 515 federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 516 which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 517 to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 518 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 519 B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non- conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non- conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 520 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 521 TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 522 period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 523 license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 524 nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 525 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 526 in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 527 Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 528 licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 529 Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. City’s standard terms and conditions 3. Purchase order 4. Supplier terms and conditions DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 530 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 531 Exhibit F INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 532 maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 533 (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 534 interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 535 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 536 F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 537 the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self- Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 538 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Exhibit DocuSign Envelope ID: B6E6074C-F532-41D2-B810-D0258D3EFB59 Sunbelt Pools, Inc. G None 11/19/2021 X None 539 Certificate Of Completion Envelope Id: B6E6074CF53241D2B810D0258D3EFB59 Status: Sent Subject: Please DocuSign: City Council Contract 7792 Source Envelope: Document Pages: 31 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/19/2021 8:07:03 AM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/19/2021 8:13:19 AM Viewed: 11/19/2021 8:13:28 AM Signed: 11/19/2021 8:14:08 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/19/2021 8:14:10 AM Viewed: 11/19/2021 8:51:47 AM Signed: 11/19/2021 8:52:28 AM 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) Signature Adoption: Pre-selected Style Using IP Address: 68.185.202.16 Sent: 11/19/2021 8:52:31 AM Viewed: 11/19/2021 9:25:53 AM Signed: 11/19/2021 9:27:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rob Morgan RobM@sunbeltpools.com Pres Sunbelt Pools Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 71.41.196.58 Sent: 11/19/2021 9:27:34 AM Viewed: 11/19/2021 11:38:26 AM Signed: 11/19/2021 11:45:20 AM Electronic Record and Signature Disclosure: Accepted: 11/19/2021 11:38:26 AM ID: fa8deaeb-26e2-46b4-829d-150b0837877a 540 Signer Events Signature Timestamp Gary Packan Gary.Packan@cityofdenton.com Director of Parks and Recreation Parks and Recreation Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 107.115.147.28 Signed using mobile Sent: 11/19/2021 11:45:23 AM Viewed: 11/19/2021 12:40:49 PM Signed: 11/19/2021 12:41:22 PM Electronic Record and Signature Disclosure: Accepted: 11/19/2021 12:40:49 PM ID: 19984b8a-9cf8-4ccc-b6cc-850225ea3571 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/19/2021 12:41:24 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/19/2021 12:05:09 PM ID: 2547013a-4a74-4e82-ada8-592e8749ce27 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/19/2021 8:14:11 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 541 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/19/2021 12:41:25 PM Viewed: 11/19/2021 3:54:21 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Monica Martin monica.martin@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/2/2021 3:09:02 PM ID: 6dc1f295-4713-49a7-892c-d3e1669dcfbf Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/19/2021 8:13:19 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 542 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Rob Morgan, Gary Packan, Rosa Rios, Monica Martin 543 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2662,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a contract with Nimmick Construction Inc.dba Alpha Fence Co,for fence installation and repair services for the Parks and Recreation Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 7729 -awarded to Nimmick Construction Inc.dba Alpha Fence Co,for one (1)year,with the option for four (4)additional one (1)year extensions,in the total five (5)year not- to-exceed amount of 3,000,000.00). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™546 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Nimmick Construction Inc. dba Alpha Fence Co, for fence installation and repair services for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7729 – awarded to Nimmick Construction Inc. dba Alpha Fence Co, for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of 3,000,000.00). INFORMATION/BACKGROUND The Parks and Recreation Department currently maintains various types of fences throughout the City of Denton, including wrought iron fences at IOOF and Oakwood cemeteries and chain-link fence on 29 athletic fields, 2 dog parks, multiple tennis courts, and Water Works Park. Due to weathering, heavy usage, and occasional damage, many of the previously mentioned fences need periodic repair and complete replacement. These tasks have been historically performed by internal staff, however with the rapid expansion of park properties and increased inventory this contract will be used to supplement the lack of available skilled personnel required to perform these duties. In June of 2021, recognizing the need for supplemental fence services, the City of Denton solicited bid requests for the replacement and repairs of fencing throughout City properties. This request included the following fence types: • Chain link fence up to 12’ in height • Chain link backstops • Wrought iron fence • Wooden privacy fencing • Wooden split rail fencing The City of Denton also owns and maintains many fences that are not located in areas maintained by park staff. These areas include the Denton Enterprise Airport, fences surrounding facilities such as the Municipal Service Center, Denton Municipal Electric, the landfill, electrical substations, water treatment plants, etc. This contract will also be used by those departments to expedite repairs throughout the term of the agreement. Upon selection the contract will span a term of 5 years illustrated in the table below: City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 547 Request for Proposals was sent to 136 prospective suppliers, including 17 Denton firms. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Three (3) proposals were received, references were checked, and proposals were evaluated based upon published criteria including schedule, compliance with specifications, probable performance, and price. Best and Final Offers (BAFO) were requested from the top firm. Based upon this evaluation, Nimmick Construction Inc. dba Alpha Fence Co was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 988 - (Service Only) - Roadside, Grounds, Recreational, and Park Area Services Notifications sent for Solicitation sent in IonWave: 136 Number of Suppliers that viewed Solicitation in IonWave: 31 HUB-Historically Underutilized Business Invitations sent out: 13 SBE-Small Business Enterprise Invitations sent out: 66 Responses from Solicitation: 3 RECOMMENDATION Award a contract with Nimmick Construction Inc. dba Alpha Fence Co, for fence installation and repair services for the Parks and Recreation Department, in a one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of 3,000,000. PRINCIPAL PLACE OF BUSINESS Nimmick Construction Inc. dba Alpha Fence Co Little Elm, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for four (4) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These products and services will be funded through various sources including departmental budgets, grants, CIP funds, etc. Requisitions will be entered on an as-needed basis. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. Project Description Estimated 5-Year Expenditure Year 1Fence Repairs and Installations on City Properties 600,000 Year 2 Fence Repairs and Installations on City Properties 600,000 Year 3 Fence Repairs and Installations on City Properties 600,000 Year 4 Fence Repairs and Installations on City Properties 600,000 Year 5 Fence Repairs and Installations on City Properties 600,000 Total $3,000,000 548 EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Drew Huffman, 940-349-7465. Legal point of contact: Marcella Lunn at 940-349-8333. 549 Line #Description QTY UOM Unit Extended Unit Extended Unit Extended 1 2 Foreman Hourly Wage *Estimated Annual Quantity: 240 hours*240 HR $25.00 $6,000.00 $85.00 $20,400.00 $90.00 $21,600.00 3 Laborer Hourly Wage *Estimated Annual Quantity: 240 hours*240 HR $18.75 $4,500.00 $65.00 $15,600.00 $40.00 $9,600.00 4 Concrete Foreman Wage *Estimated Annual Quantity: 240 hours*240 HR $25.00 $6,000.00 $85.00 $20,400.00 $100.00 $24,000.00 5 Concrete Laborer Wage *Estimated Annual Quantity: 240 hours*240 HR $18.75 $4,500.00 $65.00 $15,600.00 $40.00 $9,600.00 6 Welding Foreman Wage *Estimated Annual Quantity: 240 hours*240 HR $25.00 $6,000.00 $85.00 $20,400.00 $100.00 $24,000.00 7 Welding Laborer Wage *Estimated Annual Quantity: 240 hours*240 HR $18.75 $4,500.00 $65.00 $15,600.00 $40.00 $9,600.00 8 9 Material Markup rate % chainlink fence 1 EA 10 Material Markup rate % privacy fence 1 EA 11 Material Markup rate % split rail cedar fence 1 EA 12 Material Markup rate % wrought iron fencing 1 EA 13 Material Markup rate % concrete mow strip 1 EA 14 Material Markup rate % for barbwire fencing 1 EA 15 Material Markup rate % for miscellaneous or other materials 1 EA 16 Item # 1 2 3 4 Exhibit 2 RFP 7729 - Pricing Evaluation for Fence Installation and Repairs 25.0%15.0%30.0% 15.0%20.0% 25.0%15.0%30.0% 25.0%15.0%30.0% 25.0%15.0%30.0% 25.0%15.0%30.0% Principal Place of Business (City and State): 25.0% 25.0%15.0%30.0% Nimmick Construction, dba Alpha Fence Rockstar Welding (RS Welding LLC) Xtreme Landsystems Delivery/Project Schedule - 10% Compliance with Specifications - 10% Rockstar Welding (RS Welding LLC) Xtreme Landsystems 9 3 MATERIALS MARKUP PROPOSAL SERVICES PROPOSAL PRICING PLEASE SUBMIT A SEPARATE LIST OF ADDITIONAL ITEMS/PARTS/SERVICES THAT ARE NOT LISTED ABOVE IN YOUR PROPOSAL. Little Elm, TX Pilot Point, TX Denton, TX Respondent's Business Name: Total Score: Standard Criteria Nimmick Construction, dba Alpha Fence) 5 7 20 82 55 45 7 6 Total Price:$31,500.00 $108,000.00 $98,400.00 Evaluation 24 20 50 15 16 Probable Performance - 30% Price, Total Cost of Ownership - 50% 550 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH NIMMICK CONSTRUCTION INC. DBA ALPHA FENCE CO, FOR FENCE INSTALLATION AND REPAIR SERVICES FOR THE PARKS AND RECREATION DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7729 AWARDED TO NIMMICK CONSTRUCTION INC. DBA ALPHA FENCE CO, FOR ONE (1) YEAR, WITH THE OPTION FOR FOUR (4) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF 3,000,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for fence installation and repair services for the Parks and Recreation Department; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7729 Nimmick Construction Inc. $3,000,000.00 dba Alpha Fence Co 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 551 to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ 552 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 553 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 Yes Erica Garcia Fence Installation & Repairs RFP 7729 554 Contract # 7729 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND NIMMICK CONSTRUCTION INC. dba ALPHA FENCE CO (CONTRACT 7729) THIS CONTRACT is made and entered into this date ______________________, by and between Nimmick Construction Inc. dba Alpha Fence Co a Texas corporation, whose address is 5904 Edgewood Pl, Little Elm, TX 75068, 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# 7729- Fence Installation & Repairs, 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 7729 (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 555 Contract # 7729 Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 214-797-2939 Doro Nimmick DORO@ALPHAFENCE.COM SECRETARY doro@alphafence.com Parks & Recreation Gary Packan Director of Parks and Recreation 556 Contract # 7729 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $3,000,000. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional four (4) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 557 Contract # 7729 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. 4. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Delivery beyond contracted lead times Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 558 Contract # 7729 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 559 Contract # 7729 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 DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 560 Contract # 7729 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 561 Contract # 7729 in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 562 Contract # 7729 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 563 Contract # 7729 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 DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 564 Contract # 7729 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 DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 565 Contract # 7729 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 DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 566 Contract # 7729 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 DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 567 Contract # 7729 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 DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 568 Contract # 7729 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 DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 569 Contract # 7729 and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 570 Contract # 7729 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 DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 571 Contract # 7729 or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 572 Contract # 7729 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 DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 573 Contract # 7729 refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 574 Contract # 7729 orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 575 Contract # 7729 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 DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 576 Contract # 7729 days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 577 Contract # 7729 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 578 Contract # 7729 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 579 Contract # 7729 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 580 Contract # 7729 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 581 Contract # 7729 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 582 Contract # 7729 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 583 Contract # 7729 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 584 Contract # 7729 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 585 Exhibit F 7729 Fence Installation & Repairs Line #Description QTY UOM 1 Foreman Hourly Wage *Estimated Annual Quantity: 240 hours*240 HR 2 Laborer Hourly Wage *Estimated Annual Quantity: 240 hours*240 HR 3 Concrete Foreman Wage *Estimated Annual Quantity: 240 hours*240 HR 4 Concrete Laborer Wage *Estimated Annual Quantity: 240 hours*240 HR 5 Welding Foreman Wage *Estimated Annual Quantity: 240 hours*240 HR 6 Welding Laborer Wage *Estimated Annual Quantity: 240 hours*240 HR MATERIALS MARKUP PROPOSAL 7 Material Markup rate % chainlink fence 1 EA 8 Material Markup rate % privacy fence 1 EA 9 Material Markup rate % split rail cedar fence 1 EA 10 Material Markup rate % wrought iron fencing 1 EA 11 Material Markup rate % concrete mow strip 1 EA 12 Material Markup rate % for barbwire fencing 1 EA 13 Material Markup rate % for miscellaneous or other materials 1 EA 25.0% 25.0% SERVICES PROPOSAL PRICING 25.0% 25.0% 25.0% 25.0% 25.0% Alpha Fence Co Little Elm TX Unit $18.75 $25.00 $18.75 $25.00 $18.75 $25.00 DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 586 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Exhibit DocuSign Envelope ID: A51C3E8C-A17F-4B7C-B71F-2B3DC92AACD7 Nimmick Construction Inc. dba Alpha Fence Co G X NONE 11/21/2021 NONE 587 Certificate Of Completion Envelope Id: A51C3E8CA17F4B7CB71F2B3DC92AACD7 Status: Sent Subject: Please DocuSign: City Council Contract 7729 Source Envelope: Document Pages: 34 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/19/2021 8:15:32 AM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/19/2021 8:21:16 AM Viewed: 11/19/2021 8:21:47 AM Signed: 11/19/2021 8:23:04 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/19/2021 8:23:06 AM Viewed: 11/19/2021 8:54:15 AM Signed: 11/19/2021 8:55:00 AM 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) Signature Adoption: Pre-selected Style Using IP Address: 68.185.202.16 Sent: 11/19/2021 8:55:02 AM Viewed: 11/19/2021 9:17:32 AM Signed: 11/19/2021 9:25:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Doro Nimmick doro@alphafence.com SECRETARY Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 99.97.208.131 Sent: 11/19/2021 9:25:41 AM Viewed: 11/19/2021 12:25:14 PM Signed: 11/21/2021 2:15:19 PM Electronic Record and Signature Disclosure: Accepted: 11/19/2021 12:25:14 PM ID: 4f4ba312-3928-4a07-a996-f984bb9f0ecb 588 Signer Events Signature Timestamp Gary Packan Gary.Packan@cityofdenton.com Director of Parks and Recreation Parks and Recreation Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 107.115.147.28 Signed using mobile Sent: 11/21/2021 2:15:22 PM Viewed: 11/22/2021 7:59:49 AM Signed: 11/22/2021 8:00:11 AM Electronic Record and Signature Disclosure: Accepted: 11/22/2021 7:59:49 AM ID: b83ece0b-3879-4ee7-90b0-903ba0d68cc5 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/22/2021 8:00:15 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/19/2021 12:05:09 PM ID: 2547013a-4a74-4e82-ada8-592e8749ce27 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/19/2021 8:23:06 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 589 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/22/2021 8:00:15 AM Viewed: 11/22/2021 8:41:16 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Craig Arrington craig.arrington@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/21/2021 10:22:39 AM ID: e42ceb19-4d4d-478a-8565-10f1164854b8 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/19/2021 8:21:16 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 590 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Doro Nimmick, Gary Packan, Rosa Rios, Craig Arrington 591 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2665,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a contract with Doty &Sons Concrete Products,Inc.,for the supply of Park trash and recycle receptacles to be used within the City of Denton’s Parks for the Parks and Recreation Department, Section A -Doty Sons;providing for the expenditure of funds therefor;and providing an effective date (IFB 7747 -awarded to Doty &Sons Concrete Products,Inc.,for one (1)year,with the option for two (2)additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $252,008.00). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™594 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Doty & Sons Concrete Products, Inc., for the supply of Park trash and recycle receptacles to be used within the City of Denton’s Parks for the Parks and Recreation Department, Section A – Doty Sons; providing for the expenditure of funds therefor; and providing an effective date (IFB 7747 – awarded to Doty & Sons Concrete Products, Inc., for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $252,008.00). INFORMATION/BACKGROUND Trash and recycling receptacles are a common amenity in all of the City of Denton Parks; therefore, they are regularly and heavily used. Due to vandalism, everyday usage, newly constructed parks, and the goal to upgrade our facilities, it is necessary to purchase receptacles annually. Based on historical average spending of $15,000 to $16,000 per year, the approved amount will cover the cost of these items necessary to maintain our current maintenance standards. On June 15, 2021, Council approved Resolution No. 21-1145 that allowed Parks and Recreation to apply for a North Central Texas Council of Governments Solid Waste Implementation Grant Program. This grant program is for one-time spending of $199,836 to replace fifty-five-gallon drums at Fred Moore Park, South Lakes Park, Nette Schultz Park, and Clear Creek Natural Heritage Center, which are high-use parks and have a history of litter and recycling contamination. NCTCOG awarded The City of Denton this grant on August 25, 2021. Funding Sources FY 21-22 FY 22-23 FY 23-24 Contingency Total NCTCG Grant Program - 200,000 - - 200,000 Parks Operating Funds 15,760 15,760 15,760 4,728 52,008 Total $ 15,760 $ 215,760 $ 15,760 $ 4,728 $ 252,008 Invitation for Bids was sent to 126 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. Three (3) bids meeting specifications were received. The lowest bid was received for Section A was by Doty & Sons Concrete Products, Inc. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 595 NIGP Code Used for Solicitation: 650 - Park, Playground, Recreational Area and Swimming Pool Equipment and Supplies Notifications sent for Solicitation sent in IonWave: 126 Number of Suppliers that viewed Solicitation in IonWave: 31 HUB-Historically Underutilized Business Invitations sent out: 7 SBE-Small Business Enterprise Invitations sent out: 56 Responses from Solicitation: 1 RECOMMENDATION Award a contract with Doty & Sons Concrete Products, Inc. for the supply of Park trash and recycle receptacles to be used within the City of Denton’s Parks for the Parks and Recreation Department, Section A – Doty Sons, in a one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $252,008. PRINCIPAL PLACE OF BUSINESS Doty & Sons Concrete Products, Inc. Sycamore, IL ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These items will be funded through a combination of Parks Operating and Grant Funds. Requisitions will be entered on an as-needed basis. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Bid Tabulation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Russell Koch, 940-349-8412. Legal point of contact: Marcella Lunn at 940-349-8333. 596 Line #Description Mfgr QTY UOM Unit Extended Unit Extended Unit Extended 1 2 Doty Sons Concrete Trash Receptacle - RP2844 Doty Sons Concrete Products - Plastic dome with sprin door gray Doty & Sons 30 EA $763.00 $22,890.00 3 Doty Sons Concrete Recycle Trash Receptacle RR2844 Doty Sons Concrete Products - Plastic dome with closed door with hole, recycle lable Doty & Sons 30 EA $813.00 $24,390.00 Contract Total (3 years):$252,008.00 Exhibit 2 IFB - 7747 - Bid Tabulation forPark Furnishings and Amentitites - Section A Respondent's Business Name: Principal Place of Business (City and State): Doty & Sons Concrete Products, Inc. Lea Park & Play, Inc. The PlayWell Group, Inc. No Bid No Bid No Bid No Bid Sycamore, IL Richardson, TX Dallas, TX SECTION A - DOTY SONS 597 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH DOTY & SONS CONCRETE PRODUCTS, INC., FOR THE SUPPLY OF PARK TRASH AND RECYCLE RECEPTACLES TO BE USED WITHIN THE CITY OF DENTON PARKS FOR THE PARKS AND RECREATION DEPARTMENT, SECTION A DOTY SONS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 7747 AWARDED TO DOTY & SONS CONCRETE PRODUCTS, INC., FOR ONE (1) YEAR, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL THREE (3) YEAR NOT-TO- EXCEED AMOUNT OF $252,008.00). WHEREAS, the City has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and the City ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies, or services as shown in the Bid Proposals submitted therefore; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the materials, equipment, supplies, or services as described in the Bid Invitations , Bid Proposals or plans and specifications on file in the Office of the City s Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER CONTRACTOR AMOUNT 7747-Sec. A Doty & Sons Concrete Products, Inc. $252,008.00 SECTION 2. That the acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for such items, and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager, or their designated representative, is hereby authorized to execute a written contract, 598 which shall be attached hereto, in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Bid Proposal and related documents, and to extend that contract as determined to be advantageous to the City of Denton. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ 599 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 600 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 No 7747RFP Erica Garcia Park Furnishings & Amenities 601 Contract 7747 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND DOTY & SONS CONCRETE PRODUCTS, INC. (Contract #7747) THIS CONTRACT is made and entered into this date _______________________, by and between Doty & Sons Concrete Products, Inc. a Illinois Corporation whose address is 1275 E. State St., Sycamore, IL 60178, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products in accordance with the City’s IFB #7747 Park Furnishing & Amenities, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s IFB 7747 (Exhibit “B” on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Contractor’s Proposal. (Exhibit "E"); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 602 Contract 7747 certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 Sam Doty sam@dotyconcrete.com Phone 815-895-2884 1295 Certificate Number President Director of Parks and Recreation Parks and Recreation Gary Packan 603 Contract 7747 Exhibit A Special Terms and Conditions 1. The Quantities The quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 2. Product Changes During Contract Term The Contractor shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the contractor’s expense. Products that have been installed will be replaced at the contractor’s expense. 3. Authorized Distributor The Contractor shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s representative as needed by the City. 4. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Contractor shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Contractor’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 5. Price Escalation and De-escalation On Contractor’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The Contractor should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 604 Contract 7747 Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 6. Total Contract Amount The total contract for Section A of IFB #7747, which Section A only is awarded by this Contract for the supply of Doty & Son Trash Receptacles, shall not exceed $252,008. Pricing shall be per Exhibit E attached. 7. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Delivery beyond contracted lead times Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 605 Contract 7747 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 606 Contract 7747 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. DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 607 Contract 7747 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of 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. DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 608 Contract 7747 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual 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 DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 609 Contract 7747 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 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 DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 610 Contract 7747 writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 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. DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 611 Contract 7747 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall 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 DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 612 Contract 7747 standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 613 Contract 7747 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 614 Contract 7747 EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas 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. DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 615 Contract 7747 viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to 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. DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 616 Contract 7747 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The 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 DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 617 Contract 7747 to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 618 Contract 7747 percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall 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 DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 619 Contract 7747 merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 620 Contract 7747 participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 621 Contract 7747 firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 622 Contract 7747 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 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. DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 623 Contract 7747 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Contractor terms and conditions DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 624 Contract 7747 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 625 Line #Description Mfgr QTY UOM SECTION A - DOTY SONS 1 Doty Sons Concrete Trash Receptacle - RP2844 Doty Sons Concrete Products - Plastic dome with sprin door gray Doty & Sons 30 EA 2 Doty Sons Concrete Recycle Trash Receptacle RR2844 Doty Sons Concrete Products - Plastic dome with closed door with hole, recycle lable Doty & Sons 30 EA *Shipping cost per unit based on quanity shown (30, RP2844 & 30, RR2844). The unit price for the containers will remain the same during the contract period. Shipping cost for smaller quanity orders may effect the total shipping price. IFB 7747 DOTY & SONS $813.00 $763.00 Unit Exhibit E DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 626 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Exhibit DocuSign Envelope ID: 06045475-D289-4BBD-BB67-A0BA083C3AA0 Doty & Sons Concrete Products, Inc. F X X X X 11/19/2021 NONE NONE 627 Certificate Of Completion Envelope Id: 06045475D2894BBDBB67A0BA083C3AA0 Status: Sent Subject: Please DocuSign: City Council Contract 7747 Doty & Sons Source Envelope: Document Pages: 27 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/19/2021 7:43:04 AM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/19/2021 7:48:59 AM Viewed: 11/19/2021 7:49:06 AM Signed: 11/19/2021 7:50:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/19/2021 7:50:26 AM Viewed: 11/19/2021 8:11:26 AM Signed: 11/19/2021 8:25:40 AM 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) Signature Adoption: Pre-selected Style Using IP Address: 68.185.202.16 Sent: 11/19/2021 8:25:42 AM Viewed: 11/19/2021 9:27:44 AM Signed: 11/19/2021 9:32:22 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sam Doty sam@dotyconcrete.com President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.14.118.159 Sent: 11/19/2021 9:32:25 AM Viewed: 11/19/2021 11:12:01 AM Signed: 11/19/2021 11:37:17 AM Electronic Record and Signature Disclosure: Accepted: 11/19/2021 11:12:01 AM ID: 82d875a7-ba1d-43f9-999a-e57cef35b617 628 Signer Events Signature Timestamp Gary Packan Gary.Packan@cityofdenton.com Director of Parks and Recreation Parks and Recreation Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/19/2021 11:37:21 AM Viewed: 11/19/2021 1:24:52 PM Signed: 11/19/2021 1:25:30 PM Electronic Record and Signature Disclosure: Accepted: 11/19/2021 1:24:52 PM ID: 6ddadcb1-17d2-4538-bf5a-0b7d3f359228 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/19/2021 1:25:33 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/19/2021 12:05:09 PM ID: 2547013a-4a74-4e82-ada8-592e8749ce27 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/19/2021 7:50:26 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 629 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/19/2021 1:25:33 PM Viewed: 11/19/2021 3:51:23 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Russell Koch Russell.Koch@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/16/2021 1:13:33 PM ID: f1b2fa33-b6a3-4f1e-9ec1-8252be03dc2c Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/19/2021 7:48:59 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 630 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Sam Doty, Gary Packan, Rosa Rios, Russell Koch 631 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2666,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a contract with The PlayWell Group,Inc.,for the supply of park amenities for the Parks and Recreation Department to be used in the City of Denton’s Parks,Sections B -General Park Furnishings and Section C -Dumor Products;providing for the expenditure of funds therefor;and providing an effective date (IFB 7747 -awarded to The PlayWell Group,Inc.,for one (1)year,with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $192,180.00). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™634 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with The PlayWell Group, Inc., for the supply of park amenities for the Parks and Recreation Department to be used in the City of Denton’s Parks, Sections B – General Park Furnishings and Section C – Dumor Products; providing for the expenditure of funds therefor; and providing an effective date (IFB 7747 – awarded to The PlayWell Group, Inc., for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $192,180.00). INFORMATION/BACKGROUND Trash cans, recycle cans, picnic tables, grills, and benches are a common amenity in all of the City of Denton Parks, therefore heavily used furnishings. Due to vandalism, old age, newly constructed parks, and the goal to upgrade our facilities, Parks purchases these furnishings annually. Based on the historical average spending of $55,000 per year, this will cover the cost of these items necessary to maintain our current maintenance standards at existing and new parks. Due to the fluctuation of cost, vandalism, new parks, and unforeseen circumstances, the Parks staff is requesting the contract amount of $64,060 per year. Section & Description FY 21-22 FY 22-23 FY 23-24 Totals B - General Park Furnishings 52,918 52,918 52,918 158,754 C - Dumor Products 11,142 11,142 11,142 33,426 Total $ 64,060 $ 64,060 $ 64,060 $ 192,180 Invitation for Bids was sent to 126 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. Three (3) bids meeting specifications were received. The lowest bid was received for Sections B and C was by The PlayWell Group, Inc. NIGP Code Used for Solicitation: 650 - Park, Playground, Recreational Area and Swimming Pool Equipment and Supplies Notifications sent for Solicitation sent in IonWave: 126 Number of Suppliers that viewed Solicitation in IonWave: 31 HUB-Historically Underutilized Business Invitations sent out: 7 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 635 SBE-Small Business Enterprise Invitations sent out: 56 Responses from Solicitation: 2 RECOMMENDATION Award a contract with The PlayWell Group, Inc. for the supply of park amenities for the Parks and Recreation Department to be used in the City of Denton’s Parks, Sections B – General Park Furnishings and Section C – Dumor Products, in a one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $192,180. PRINCIPAL PLACE OF BUSINESS PlayWell Group, Inc. Dallas, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These items will be funded through Parks and Recreation Operating Funds. Requisitions will be entered on an as-needed basis. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Bid Tabulation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Russell Koch, 940-349-8412. Legal point of contact: Marcella Lunn at 940-349-8333. 636 Line #Description QTY UOM Unit Extended Unit Extended Unit Extended 4 5 Webcoat Trash Receptacle T32 Green 60 EA $685.47 $41,128.20 $773.00 $46,380.00 6 Webcoat Trash Receptacle T32 Miystic Blue 60 EA $685.47 $41,128.20 $773.00 $46,380.00 7 Webcoat Bench w/ Back 6ft Regal Green 60 EA $747.31 $44,838.60 $704.00 $42,240.00 8 Webcoat Picnic Table 6ft Regal Rectangle Green 20 EA $1,272.83 $25,456.60 $1,256.00 $25,120.00 9 Small Grill/Firebox 300 sq.in.8 EA $355.67 $2,845.36 $395.00 $3,160.00 10 Large Grill 1368 sq. in 3 EA $1,118.73 $3,356.19 11 Plaza Series Rubbermaid Rectangular Plastic Trash Can 35 gallon Beige Model# FG9P9000BEIG 6 EA 12 13 Dumor Bench 490 -60TX 6 FOOT 6 EA $1,945.17 $11,671.02 14 Dumor Receptacle 124-31fTX 6 EA $1,885.68 $11,314.08 15 Dumor Receptacle 102-32 6 EA $1,408.44 $8,450.64 16 Dumor Receptacle 157-32SH 1 EA $1,990.44 $1,990.44 Section C Total:$33,426.18 No Bid No Bid Contract Total (3 years):$192,180.00 Section B Total: SECTION C - DUMOR PRODUCTS $158,753.15 $163,280.00 No Bid Principal Place of Business (City and State):Dallas, TX Richardson, TX Sycamore, IL Exhibit 2 IFB - 7747 - Bid Tabulation forPark Furnishings and Amentitites - Sections B and C Respondent's Business Name: Doty & Sons Concrete Products, Inc.Lea Park & Play, Inc.The PlayWell Group, Inc. No Bid No Bid No Bid No Bid No Bid No Bid No Bid SECTION B - GENERAL PARK FURNISHINGS No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid No Bid 637 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH THE PLAYWELL GROUP, INC., FOR THE SUPPLY OF PARK AMENITIES FOR THE PARKS AND RECREATION DEPARTMENT TO BE USED IN THE CITY OF DENTON’S PARKS, SECTIONS B – GENERAL PARK FURNISHINGS AND SECTION C – DUMOR PRODUCTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 7747 – AWARDED TO THE PLAYWELL GROUP, INC., FOR ONE (1) YEAR, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $192,180.00). WHEREAS, the City has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and the City’s ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies, or services as shown in the “Bid Proposals” submitted therefore; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the materials, equipment, supplies, or services as described in the “Bid Invitations”, “Bid Proposals” or plans and specifications on file in the Office of the City’s Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER CONTRACTOR AMOUNT 7747-Sec. B, C The PlayWell Group, Inc. $192,180.00 SECTION 2. That the acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for such items, and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager, or their designated representative, is hereby authorized to execute a written contract, 638 which shall be attached hereto, in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Bid Proposal and related documents, and to extend that contract as determined to be advantageous to the City of Denton. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ 639 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 640 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 IFB 7747 Erica Garcia Yes The Playwell Group 641 Contract 7747 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND THE PLAYWELL GROUP, INC. (Contract #7747 ) THIS CONTRACT is made and entered into this date _______________________, by and between The Playwell Group, Inc. a Texas Corporation whose address is 203A State Highway 46E, Boerne, TX 78006, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products in accordance with the City’s IFB #7747 Park Furnishings and Amenities, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s IFB 7747 (Exhibit “B” on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Contractor’s Proposal. (Exhibit "E"); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 642 Contract 7747 certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 1295 Certificate Number Sales Consultant frank@playwellgroup.com Frank Zamora 817-988-9264 Director of Parks and Recreation Parks & Recreation Gary Packan 643 Contract 7747 Exhibit A Special Terms and Conditions 1. The Quantities The quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 2. Product Changes During Contract Term The Contractor shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the contractor’s expense. Products that have been installed will be replaced at the contractor’s expense. 3. Authorized Distributor The Contractor shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s representative as needed by the City. 4. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Contractor shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Contractor’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 5. Price Escalation and De-escalation On Contractor’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The Contractor should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 644 Contract 7747 Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 6. Total Contract Amount The total contract for Section B & C RFP 7747, which Section B & C only is awarded by this Contract for the supply of SECTION B – GENERAL PARK FURNISHINGS & SECTION C – DUMOR PRODCUTS, shall not exceed $192,180. Pricing shall be per Exhibit E attached. 7. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Delivery beyond contracted lead times Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 645 Contract 7747 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 646 Contract 7747 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. DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 647 Contract 7747 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of 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. DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 648 Contract 7747 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual 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 DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 649 Contract 7747 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 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 DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 650 Contract 7747 writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 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. DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 651 Contract 7747 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall 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 DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 652 Contract 7747 standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 653 Contract 7747 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 654 Contract 7747 EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas 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. DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 655 Contract 7747 viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to 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. DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 656 Contract 7747 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The 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 DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 657 Contract 7747 to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 658 Contract 7747 percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall 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 DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 659 Contract 7747 merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 660 Contract 7747 participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 661 Contract 7747 firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 662 Contract 7747 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 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. DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 663 Contract 7747 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Contractor terms and conditions DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 664 Contract 7747 Exhibit D In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 665 Line #Description UOM 4 SECTION B - GENERAL PARK FURNISHINGS 5 Webcoat Trash Receptacle T32 Green Supplier Note - Ultra Site EX-32 / 32 GALLON TRASH RECEPTACLE, DIAMOND / COLOR: GREEN ***INCLUDES LID AND LINER*** EA 6 Webcoat Trash Receptacle T32 Miystic Blue Ultra Site EX-32 / 32 GALLON TRASH RECEPTACLE, DIAMOND / COLOR: BLUE ***INCLUDES LID AND LINER***EA 7 Webcoat Bench w/ Back 6ft Regal Green ULTRA SITE 940SM-VR6 / 6' BENCH W/ BACK, 2" x 12" PLANKS, SURFACE MOUNT, DIAMOND W/ ROLLED EDGE / COLOR: GREEN EA 8 Webcoat Picnic Table 6ft Regal Rectangle Green ULTRA SITE 238- VR6 / 6' EXTRA HEAVY DUTY TABLE, DIAMOND ROLLED EDGE / COLOR: GREEN EA 9 Small Grill/Firebox 300 sq.in. ULTRA SITE 630-3 / ROTATING PEDESTAL GRILL W/ 3 1/2" O.D. POST (300 SQ. INCH)EA 10 Large Grill 1368 sq. in ULTRA SITE 621 / BI-LEVEL GROUP GRILL (1008 SQ. INCH) W/ UTILITY SHELF - INGROUND EA 12 SECTION C - DUMOR PRODUCTS 13 Dumor Bench 490 -60TX 6 FOOT ULTRA SITE 964-S6 / 6' CHARLESTON BENCH WITH BACK, SLAT EA 14 Dumor Receptacle 124-31fTX ULTRA SITE CH-CDR32FT / Charleston Recycled Receptacle - Cedar w/ Flat Top Lid & Liner EA 15 Dumor Receptacle 102-32 ULTRA SITE 41-SL / 36 GALLON KENSINGTON RECEPTACLE W/ SOLID LID & PLASTIC LINER EA 16 Dumor Receptacle 157-32SH ULTRA SITE CL-36FT / 36 GALLON CLASSIC RECEPTACLE W/ DOOR, W/ FLATTOP LID & PLASTIC LINER EA $685.47 $1,990.44 $1,408.44 $1,885.68 $1,945.17 $1,118.73 $355.67 $1,272.83 $747.31 $685.47 Exhibit E IFB 7747 The PlayWell Group, Inc. Unit DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 666 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Exhibit DocuSign Envelope ID: A9D16165-EDE7-41C2-88D3-8BC9D4E8D9D5 The Playwell Group, Inc. F X X 11/19/2021 X X n/a n/a 667 Certificate Of Completion Envelope Id: A9D16165EDE741C288D38BC9D4E8D9D5 Status: Sent Subject: Please DocuSign: City Council Contract 7747 The Playwell Group Source Envelope: Document Pages: 27 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/19/2021 7:51:19 AM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/19/2021 7:59:50 AM Viewed: 11/19/2021 7:59:56 AM Signed: 11/19/2021 8:00:38 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/19/2021 8:00:40 AM Viewed: 11/19/2021 8:04:04 AM Signed: 11/19/2021 8:11:02 AM 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) Signature Adoption: Pre-selected Style Using IP Address: 68.185.202.16 Sent: 11/19/2021 8:11:04 AM Viewed: 11/19/2021 9:32:35 AM Signed: 11/19/2021 9:35:33 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Frank Zamora frank@playwellgroup.com Sales Consultant Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 52.144.111.12 Sent: 11/19/2021 9:35:37 AM Viewed: 11/19/2021 9:41:37 AM Signed: 11/19/2021 1:24:55 PM Electronic Record and Signature Disclosure: Accepted: 11/19/2021 9:41:37 AM ID: 705c16f8-4b37-442d-a31f-870740d421cb 668 Signer Events Signature Timestamp Gary Packan Gary.Packan@cityofdenton.com Director of Parks and Recreation Parks and Recreation Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/19/2021 1:24:59 PM Viewed: 11/19/2021 1:25:42 PM Signed: 11/19/2021 1:27:07 PM Electronic Record and Signature Disclosure: Accepted: 11/19/2021 1:25:42 PM ID: 7a62727e-b526-4b15-bb5a-0d8a059d3fce Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/19/2021 1:27:10 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/19/2021 12:05:09 PM ID: 2547013a-4a74-4e82-ada8-592e8749ce27 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/19/2021 8:00:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 669 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/19/2021 1:27:10 PM Viewed: 11/19/2021 3:50:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Russell Koch Russell.Koch@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/16/2021 1:13:33 PM ID: f1b2fa33-b6a3-4f1e-9ec1-8252be03dc2c Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/19/2021 7:59:50 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 670 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Frank Zamora, Gary Packan, Rosa Rios, Russell Koch 671 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2667,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton adopting a policy for employees,Policy No.110.04 “Local Emergency and Inclement Weather Lodging for City Employees”of the City of Denton Personnel Policies and Procedures Manual, and declaring an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™674 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider approval of a resolution of the City of Denton adopting a policy for employees, Policy No. 110.04 “Local Emergency and Inclement Weather Lodging for City Employees” of the City of Denton Personnel Policies and Procedures Manual, and declaring an effective date. INFORMATION/BACKGROUND There are two different types of policy documents within the City of Denton’s Policy and Procedures Manual: Policies and Administrative Directives. • Policies must be adopted and approved by the City Council. A “Policy” means a statement of overall philosophy and direction, describing goals to be accomplished and programs to be established. In order to revise a Policy Statement, the City Council must approve the revision. Policies generally have a second section attached to them that describes the Administrative Procedures that the City Manager approves to implement the Council’s policies. The City Manager may approve revisions to the Administrative Procedures without referral to the City Council. • Administrative Directives are approved and issued by the City Manager to city employees to establish rules and regulations concerning internal operational matters. Administrative Directives do not require City Council review or approval for enactment or revision. Section 2-28 “Policies, procedures and directives” of the City’s Code of Ordinances provides for these definitions and approval processes. In response to the Winter Storm Uri disaster, the City of Denton developed the 2021 Winter Weather After Action Report and Plan to address identified areas of improvement in its inclement weather response process. One of the recommendations resulting from the After Action Report was to “Review existing policies related to food and lodging and make recommendations for future emergencies”. In response to this recommendation, staff has developed Policy No. 110.04 “Local Emergency and Inclement Weather Lodging for City Employees” to define the manner in which departments will accommodate lodging for key City personnel in the event of future local emergencies. Staff is seeking Council’s consideration and approval of the Policy Statement contained in the resolution. Staff has also provided for reference the proposed full policy document for Policy No. 110.04 “Local Emergency and Inclement Weather Lodging for City Employees” that contains the corresponding administrative procedure. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 675 The attached policy document was drafted by the Compliance Department in collaboration with Finance and Human Resources, reviewed by Legal, and subsequently submitted to the Policy Review Committee (PRC) for review and comment. The PRC is made up of representatives from each department that are asked to review and seek feedback from the employees in the area they represent on a proposed revision or new policy/directive after it has been completed in draft form. Following the PRC evaluation, the policy was provided to the City Manager’s Office for final review prior to Council consideration. RECOMMENDATION Staff recommends approval of the resolution approving the policy. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Resolution Exhibit 3: Policy No. 110.04 with Administrative Procedure Respectfully submitted: Christopher Moar, 940-349-8174 Compliance Officer Legal point of contact: Marcella Lunn at 940-349-8333. 676 RESOLUTION NO. ____________ A RESOLUTION OF THE CITY OF DENTON ADOPTING A POLICY FOR CITY EMPLOYEES WEATHER LODGING FOR CITY EMPLOYEES PERSONNEL POLICIES AND PROCEDURES MANUAL, AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton has previously adopted Procedures Manual , last revised in April 2021; and WHEREAS, the Local Emergency and Inclement Weather Lodging Policy will be incorporated into the Manual and be an official policy of the City of Denton; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City of Denton Policy , attached hereto and made a part hereof, is hereby adopted as an official policy of the City of Denton. SECTION 2. The Policy shall be filed in the official records with the City Secretary. SECTION 3. The City Manager, or their designee, is hereby authorized to administer the Policy, adopt procedures to implement the Policy, and to perform the functions as provided in the Policy. SECTION 4. All ordinances and resolutions, or parts of ordinances and resolutions, in force when the provisions of this resolution became effective, which are inconsistent or in conflict with the terms or provisions contained in this resolution, are hereby repealed to the extent of any such conflict only. The non-conflicting sections, sentences, paragraphs, and phrases shall remain in full force and effect. SECTION 5. If any section, article, paragraph, sentence, phrase, clause, or word in this resolution, 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 resolution; 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 6. This resolution shall become effective immediately upon its passage and approval. The motion to approve this resolution was made by __________________________ and seconded by _________________________________. This resolution was passed and approved by the following vote [___ - ___]: 677 Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 678 HR/POLICY/106.02 CITY OF DENTON PAGE 1 OF 2 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE SECTION: PROCUREMENT & COMPLIANCE REFERENCE NUMBER: 110.04 SUBJECT: EMERGENCY LODGING INITIAL EFFECTIVE DATE: TITLE: LOCAL EMERGENCY AND INCLEMENT WEATHER LODGING FOR CITY EMPLOYEES LAST REVISION DATE: POLICY STATEMENT: The City of Denton recognizes the importance of maintaining critical infrastructure services for members of the community during periods of inclement weather or other emergencies. Maintaining power and water supplies and keeping roads passable during weather events are key responsibilities with which the community has entrusted City personnel. As a result, Key Personnel may, from time to time, be required to remain within City limits during periods of Emergency or Inclement Weather Events to ensure their availability to perform their essential functions. DEFINITIONS: “Inclement Weather” event means any scenario when City personnel will be asked not to travel home or away from their worksite between work shifts due to the risks associated with being unable to return to their work location because of travel conditions or impending weather conditions that could impact travel conditions. “Emergency” event means any scenario where City personnel will be asked not to travel home or away from their worksite between work shifts due to the nature of the emergency and the duration of time between required work shifts, or the distance Key Personnel are required to travel between work and home. “Key Personnel” means any City employees deemed to have a significant role in ensuring the continuation of City services during an Inclement Weather or other Emergency event. ADMINISTRATIVE PROCEDURES: I. General Guidelines Departments should take all steps necessary to facilitate the lodging of Key Personnel at City facilities. Cots and bedding are available from the warehouse, and food and water can be purchased for Key Personnel, provided standard Pcard program requirements are followed. If directed by the City Manager or required by City Ordinance, social distancing and masking requirements should be followed. Only after all reasonable steps are attempted for lodging Key Personnel at a City location will lodging at a local hotel or motel be considered. Any department head needing employees to stay within City limits during an Inclement Weather 679 PAGE 2 OF 2 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued) TITLE: LOCAL EMERGENCY AND INCLEMENT WEATHER LODGING FOR CITY EMPLOYEES REFERENCE NUMBER: 110.04 HR/POLICY/106.10 or other Emergency event may submit a request in advance to the City Manager or their designee for their approval. The recommendation should include the following: A. The nature of the Emergency B. The anticipated duration of the emergency requiring local lodging C. The number of individuals requiring lodging D. The location at which Key Personnel will be lodged during the event (City facility or outside of City facility). 1. If Key Personnel are not being lodged at a City facility, the request should address the steps taken to lodge Key Personnel at a City facility and the reasons why lodging at a City facility is not feasible. Lodging outside of City facilities should not be initiated without the prior consent of the City Manager or their designee. If the consent is provided verbally, the City Manager shall reduce their consent to written as soon as permissible. Upon approval, lodging shall be purchased for Key Personnel provided standard Pcard program requirements are followed. The City will pay pre-approved, actual, and reasonable expenses for hotels, motels, or other lodging. The reduced government rate must be requested when making reservations. The City will pay no more than the cost of a single occupancy room; incidental expenses shall be reimbursed to the City within 30 days of the event. II. Compensation Non-exempt employees will be compensated based upon the Federal Labor Standards Act (FLSA), which provides that a non-exempt employee must be paid for all hours worked. Pursuant to Chapter 143 of the Texas Local Government Code and/or a Meet and Confer Agreement, this provision (i.e., II. Compensation) does not apply to civil service employees (e.g., police officers and firefighters). REFERENCES Federal Labor Standards Act Texas Local Government Code – Chapter 143 REVISION HISTORY Revision # Effective Date Owner Summary of Changes 1.0 12-8-21 C. Moar Initial Policy 680 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2703,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a contract with Swagit Productions,LLC,through the Interlocal Purchasing System (TIPS),Contract #190703,for streaming,closed captioning,and remote meeting production for Denton Television (DTV);providing for the expenditure of funds therefor;and providing an effective date (File 7884 - awarded to Swagit Productions, LLC, in the two (2) year not-to-exceed amount of $200,000.00). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™681 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Swagit Productions, LLC, through the Interlocal Purchasing System (TIPS), Contract # 190703, for streaming, closed captioning, and remote meeting production for Denton Television (DTV); providing for the expenditure of funds therefor; and providing an effective date (File 7884 – awarded to Swagit Productions, LLC, in the two (2) year not-to-exceed amount of $200,000.00). INFORMATION/BACKGROUND During the FY 2021-22 budget process, Council directed staff to move forward with adding closed captioning to some public meetings as well as Spanish translation to Council meetings. In August 2018, City staff presented information about recording and televising public meetings to the Committee on Citizen Engagement. Staff developed and presented information and options to supplement DTV staff to the Committee on Citizen Engagement on April 2, 2019. Staff presented the same information to City Council on April 23, 2019. It was Council's recommendation to move forward with staff's recommendation of outsourcing 50 meetings a year. The City’s current vendor, Swagit Productions services are available via cooperative agreement. Pricing obtained through The Interlocal Purchasing System has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 17, 2011, Council approved the interlocal agreement with The Interlocal Purchasing System (Ordinance 2011-082). Services FY 21-22 FY 22-23 Total Equipment/Installation/Warranty 38,480 - 38,480 Annual Service Cost 51,240 51240 102,480 Contingency (additional captioning & equipment as needed) 10,280 48,760 59,040 Total $100,000 $100,000 $200,000 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 682 RECOMMENDATION Award a contract with Swagit Productions, LLC, for streaming, closed captioning, and remote meeting production for DTV for the Public Affairs Department, in a two (2) year not-to-exceed amount of $200,000. PRINCIPAL PLACE OF BUSINESS Swagit Productions, LLC Dallas, TX ESTIMATED SCHEDULE OF PROJECT This is a two (2) year contract. This TIPS contract expires on September 30, 2022. FISCAL INFORMATION These products and services will be funded through Public Affairs Operating Funds. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: LLC Members Exhibit 3: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Billy Matthews, 940-349-7272. Legal point of contact: Marcella Lunn at 940-349-8333. 683 684 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH SWAGIT PRODUCTIONS, LLC, THROUGH THE INTERLOCAL PURCHASING SYSTEM (TIPS), CONTRACT # 190703, FOR STREAMING, CLOSED CAPTIONING, AND REMOTE MEETING PRODUCTION FOR DENTON TELEVISION (DTV); PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7884 AWARDED TO SWAGIT PRODUCTIONS, LLC, IN THE TWO (2) YEAR NOT-TO-EXCEED AMOUNT OF $200,000.00). WHEREAS, pursuant to Ordinance 2011-082, The Interlocal Purchasing System Program has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through The Interlocal Purchasing System Program at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 7884 Swagit Productions, LLC $200,000.00 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to The Interlocal Purchasing System Program for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities, and for the specified sums contained in the bid documents and related documents filed with The Interlocal Purchasing System Program and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the ication of bids awarded by The Interlocal Purchasing System Program, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be referenced herein; provided that the written contract is in accordance with the 685 terms, conditions, specifications, and standards contained in the Proposal submitted to The Interlocal Purchasing System Program, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _______ day of ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ 686 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 687 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2607,Version:1 AGENDA CAPTION Consider approval of a resolution by the City of Denton authorizing the City Manager, or designee, to apply for funding under the Denton County Transportation Reinvestment Program (TRiP), providing financial assistance to member cities for transit-supportive projects, through the Denton County Transportation Authority (DCTA) in the amount of $906,000 for the Fiscal Year 2021 funding period; and providing an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™688 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance ACM: David Gaines, Assistant City Manager DATE: December 7, 2021 SUBJECT Consider approval of a resolution by the City of Denton authorizing the City Manager, or designee, to apply for funding under the Denton County Transportation Reinvestment Program (TRiP), providing financial assistance to member cities for transit-supportive projects, through the Denton County Transportation Authority (DCTA) in the amount of $906,000 for the Fiscal Year 2021 funding period; and providing an effective date. BACKGROUND In November 2020, the Denton County Transportation Authority (DCTA) approved the development of TRiP funding with an objective to provide financial assistance to DCTA member cities for transit- supportive projects consistent with and beneficial to DCTA’s Long-Range Service Plan Goals. The City of Denton, the City of Highland Village, and the City of Lewisville makeup the current member cities. TRiP is a five-year program with the annual budget set at 15 percent of DCTA’s net available fund balance from the previous fiscal year. DCTA’s total approved FY 2021 budget includes $5,914,152 for the first year of TRiP. Five percent of the annual TRiP program budget is set aside for DCTA program administration and the remaining 95 percent is then divided among member cities proportional to sales and use tax receipts for the previous fiscal year. Based on this formula, $2,517,997 was initially allocated to the City of Denton for FY2021 and in January 2021, City Council approved projects for the expenditure of the funds. However, sales tax revenue performed better than expected providing an additional $906,000 in City of Denton funding FY2021 availability. Below is a chart of the projects DCTA has approved for the City of Denton in FY2021 along with the proposal for the additional $906,000 available: Project Estimate at Completion External Funding DCTA APPROVED TRiP Funding Proposed TRiP Funding City Funding (if approved) A-Train to UNT Bike and Pedestrian Path $2,580,000 $ 762,508 $1,626,865 $88,490 $102,137 All-Way Crossing Downtown Ped. Improvements $885,720 $68,210 $817,510 $0 Ginnings & Alexander Elementary Sidewalks $1,706,000 $ 762,311 $505,861 $437,828 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 689 Nette Shultz & Pecan Creek Elementary Sidewalks $958,320 $ 438,820 $137,292 $382,208 Bell Sidewalk Construction $143,860 $98,357 $45,503 Medpark Sidewalk Construction $89,554 $81,412 $8,142 Total $6,363,454 $1,963,639 $2,517,997 $906,000 $975,818 Staff proposes to use the additional $906,000 in FY2021 DCTA TRiP funding for the following: 1. Fully fund construction of the All-Way Crossing Project. 2. Reduce the City’s obligation for the A-Train to UNT Bike and Pedestrian Path Project, allowing those funds to be reallocated to other sidewalk projects. RECOMMENDATION Staff recommends approval of the resolution. ESTIMATED SCHEDULE OF PROJECT Upon approval, staff will submit the proposed projects to DCTA for consideration. DCTA staff will have 30 days to review the application to determine minimum project eligibility or request more information. After completing the review, if no additional information is requested, the application will be placed on the agenda for the next regularly scheduled DCTA Board of Directors meeting for consideration and final approval. FISCAL INFORMATION Staff is requesting the additional $906,000 in TRiP funding available to provide additional funding to complete construction for the All-Way Crossing Project and A-Train to UNT Bike and Pedestrian Path Project, leveraging existing investments of $975,818 in City funds and $1,963,639 in other external funding commitments. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Exhibit 3 – TRiP Application Exhibit 4 – Resolution Respectfully submitted: Laura Behrens, Grant Management Office Prepared by: Laura Behrens, Grant Administrator 690 Proposed FY2021 Transportation Reinvestment Program (TRiP) Additional Funding Application 691 Denton County Transportation Authority (DCTA) TRiP Initiative •Provides financial assistance to DCTA member cities for transit-supportive projects consistent with DCTA’s Long-Range Service Plan Goals. •Budget equals 15 percent of DCTA’s net available fund balance from the previous fiscal year ➢95 percent budget allocated to member cities proportional to sales and use tax receipts ➢5 percent budget allocated for program administration •Project eligibility funding year 2021: ➢Located primarily within the DCTA service area ➢Located within the geographic boundaries of DCTA member cities ➢Located within a quarter mile of any A-train Station or DCTA fixed bus route ➢Demonstrate the project is financially sound TRiP Overview November 17, 2021Mobility Committee –MC21-048Slide 2 692 Approved Projects for FY2021 Funding City Council approved a resolution on January 12, 2021 to apply for the first round of DCTA TRiP funding for the following projects: A-Train to UNT Bike & Pedestrian Paths (Sycamore from DCTA Station to Welch) All-Way Crossing-Downtown Pedestrian Improvements Ginnings & Alexander Elementary Sidewalks-Safe Routes to Schools (SRTS) Nette Shultz & Pecan Creek Elementary Sidewalks-(SRTS) Bell Sidewalk Construction (east side between Hickory & Sycamore Streets) Medpark Sidepath Construction (8-foot sidewalk to fill gap areas between Brinker & Colorado Blvd) TRiP Projects Submitted December 7, 2021ID 21-2607Slide 3 693 Sales Tax Performed Better Than Expected FY2020 sales tax performed better than expected, providing an additional $906,000 in TRiP funding availability to the City of Denton. Staff recommends the following use of the additional FY2021 TRiP funds: Fully fund the construction of the All-Way Crossing/Downtown Ped. Improvements Project Reduce the City’s obligation for the A-Train to UNT Project, allowing those funds be reallocated to other sidewalk projects FY2021 Additional TRiP Funding Availability A-Train to UNT Bike and Pedestrian Paths All-Way Crossing –Downtown Pedestrian Improvements Project Cost:Project Cost: Estimate at Completion: $ 2,580,000 Estimate at Completion: $ 885,720 Original TRiP Funding Approved: $ 1,626,865 Original TRiP Funding Approved: $ 68,210 Additional TRiP Request: $ 88,490 Additional TRiP Request: $ 817,510 November 17, 2021Mobility Committee –MC21-048Slide 4 694 Approved Projects and Funding Project Estimate at Completion External Funding DCTA APPROVED TRiP Funding Proposed Additional TRiP Funding Request City Funding (if approved) A-Train to UNT Bike and Pedestrian Path $2,580,000 $ 762,508 $1,626,865 $ 88,490 $ 102,137 All-Way Crossing Downtown Ped. Improvements $ 885,720 $ 68,210 $ 817,510 $0 Ginnings & Alexander Elementary Sidewalks $1,706,000 $ 762,311 $ 505,861 $ 437,828 Nette Shultz & Pecan Creek Elementary Sidewalks $ 958,320 $ 438,820 $ 137,292 $ 382,208 Bell Sidewalk Construction $ 143,860 $ 98,357 $ 45,503 Medpark Sidewalk Construction $ 89,554 $ 81,412 $ 8,142 Total $ 6,363,454 $ 1,963,639 $ 2,517,997 $ 906,000 $ 975,818 November 17, 2021Mobility Committee –MC21-048Slide 5 695 ▪Approval of Resolution ▪Mobility Committee Endorsement –November 17, 2021 ▪Grant Administration Team will submit the projects to DCTA ▪DCTA staff will review the application ▪Application will be placed on the agenda for the next regularly scheduled DCTA Board of Directors meeting for consideration and final approval ▪All TRiP-related expenditures will be closely monitored and reported to DCTA quarterly in accordance with the funding requirements for reimbursement ▪Staff will present proposed FY2022 TRiP Projects (3M) during the December 15th Mobility Committee Meeting Next Steps November 17, 2021Mobility Committee –MC21-048Slide 6 696 81 697 82 698 83 699 81 700 82 701 83 702 RESOLUTION NO. ________________ A RESOLUTION BY THE CITY OF DENTON AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO APPLY FOR FUNDING UNDER THE DENTON COUNTY TRANSPORTATION REINVESTMENT PROGRAM (TRIP), PROVIDING FINANCIAL ASSISTANCE TO MEMBER CITIES FOR TRANSIT-SUPPORTIVE PROJECTS, THROUGH THE DENTON COUNTY TRANSPORTATION AUTHORITY (DCTA) IN THE AMOUNT OF $906,000 FOR THE FISCAL YEAR 2021 FUNDING PERIOD; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the objective of TRiP is to provide financial assistance to DCTA member cities for transit-supportive projects consistent with and beneficial to DCTA’s Long-Range Service Plan Goals; and WHEREAS, the City of Denton (“City”) is a member city of DCTA and is eligible to apply for TRiP funding; and WHEREAS, DCTA initially allocated $2,517,997 for the City of Denton in Fiscal Year 2021. WHEREAS, sales tax revenue performed better than expected providing an additional $906,000 in funding availability; and WHEREAS, the City is requesting $906,000 in TRiP assistance to fund two projects enhancing connectivity from transit to educational institutions and completing existing pedestrian improvement commitments; and WHEREAS, the City Council finds it in the public interest to authorize the City Manager, or designee, to apply for TRiP funds for the Fiscal Year 2021 funding period; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings and recitation contained in the preamble of this Resolution are incorporated herein by reference. SECTION 2. The City will comply with all requirements set forth by the DCTA TRiP policy. SECTION 3. In the event of loss or misuse of TRiP funds, the City assures that the funds will be returned to DCTA in accordance with the TRiP policy. SECTION 4. The City Manager, or designee, is the City’s designated, authorized official, with the power to apply for, accept, reject, alter or terminate the program on behalf of the City and to take any additional action in connection with the program that the City Manager, or designee, deems most appropriate and in the best interest of the City. 703 SECTION 5. This Resolution shall become effective immediately upon its passage and approval. The motion to approve this Resolution was made by __________________________ and seconded by _________________________________. This 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 BY: ________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _____________________________________ 704 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2335,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager to accept an offer from the Texas Department of Transportation (“TxDOT”) to convey 0.8983 acres out of the 41.629 acre parcel of land to TxDOT in the Thomas Toby Survey, Abstract No. 1285, owned by the City of Denton, located at 3820 Airport Road (FM 1515); authorizing the City Manager to execute all documents necessary to complete the contemplated transaction; providing for severability; and providing an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™705 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET FILE ID 21-2335 DEPARTMENT: Real Estate Division CM/ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager to accept an offer from the Texas Department of Transportation (“TXDOT”) to convey 0.8983 acres out of the 41.629 acre parcel of land to TxDOT in the Thomas Toby Survey, Abstract No. 1285, owned by the City of Denton, located at 3820 Airport Road (FM 1515); authorizing the City Manager to execute all documents necessary to complete the contemplated transaction; providing for severability; and providing an effective date. BACKGROUND The City of Denton received an offer from TXDOT in the appraised amount of $54,692.00 to purchase an approximately 62 foot-wide strip of land along the frontage of City property on FM 1515/Airport Rd. The land will be used to widen the Right of Way and to construct improvements to FM 1515/Airport Rd located near its intersection with S. Western Blvd. Conveyance of the Right of Way would assist and facilitate construction of the improvements for the project. The 41.629 acre subject property was originally purchased by the City on November 25, 1964 for use as Airport Open Space Park. Historically, no recreational programming of the property was ever undertaken by the Parks Department, though they have plans to include this property in their Master Trail Plan in the region. On January 16, 1979, the City approved a portion of the property to be used as a Police Department firing range. Said firing range is still in operation today. Police and Parks Department staff reviews were conducted to confirm there are no objections to sale of the 0.8983 acre portion of the property. TXDOT will obtain all applicable permits needed or required prior to construction within the existing roadway. If a Council Member determines that he or she has a conflict of interest pursuant to the Ethics Ordinance, he or she may contact the City Attorney’s Office to recuse themselves prior to the consideration of this agenda item. OPTIONS 1. Approve proposed ordinance 2. Decline to approve proposed ordinance City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 706 RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) No prior action or review required. FISCAL INFORMATION If approved, the sale will generate approximately $54,692.00 in revenue to the General Fund. (We may be asked how much we paid for the property. That amount may or may not be considered a reduction in the “actual” revenue amount.) EXHIBITS 1 - Agenda Information Sheet 2 - Map 3 - Ordinance Prepared by: Christopher Singleton Real Estate Specialist Respectfully submitted: Deanna Cody, Deputy Director Capital Projects-Real Estate 707 CITY OF DENTON Proposed 0.8983 acre Right of Way COD Firing Range AIRPORT WESTERNMASCH BRANCHW A R B I R D µ0 260 520130Feet Location Map Proposed TXDOT Acquisition:FM 1515 / Airport Rd0.8983 acres of ROW out of 41.629 acre tract 708 ORDINANCE NO. 21-2335 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO ACCEPT AN OFFER FROM THE TEXAS DEPARTMENT OF TRANSPORTATION (“TXDOT”) TO CONVEY 0.8983 ACRES OUT OF THE 41.629 ACRE PARCEL OF LAND TO TXDOT IN THE THOMAS TOBY SURVEY, ABSTRACT NO. 1285, OWNED BY THE CITY OF DENTON, LOCATED AT 3820 AIRPORT ROAD (FM 1515); AUTHORIZING THE CITY MANAGER TO EXECUTE ALL DOCUMENTS NECESSARY TO COMPLETE THE CONTEMPLATED TRANSACTION; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (“City”) owns a 41.629 acre parcel of land located at 3820 Airport Road (FM 1515), located near the intersection of FM 1515 and S. Western Blvd, in the City of Denton, Denton County (the “Property”); and WHEREAS, the City received an offer from TxDOT to purchase 0.8983 acres out of the Property for Right of Way to be used for improvements to FM 1515/Airport Rd (the “ROW Tract”). The conveyance would assist and facilitate construction of the improvements for the project; and WHEREAS, City staff has reviewed TxDOT’s offer of the independent appraisal amount of $54,692.00 and recommends it be accepted; and WHEREAS, the City Council, having considered the offer, hereby finds the conveyance will benefit and serve the public; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The Interim City Manager, or designee, is authorized to accept the offer from TxDOT to convey the ROW Tract for a total amount of $54,692.00. SECTION 3. The Interim City Manager, or designee, is further authorized to execute the Special Warranty Deed in the form provided by TxDOT and attached hereto as Exhibit A, or a document in a substantially similar form as may be required by TxDOT, and any other document reasonably necessary to close the contemplated transaction. SECTION 4. If any section, article, paragraph, sentence, phrase, clause, or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the 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 5. This ordinance shall become effective immediately upon its passage and approval. 709 Page 2 The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Vicki Bird, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the ______ day of __________________, 2021. _____________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: __________________________________ Digitally signed by Catherine Clifton DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=General Government, ou=Legal, cn=Catherine Clifton, email=Catherine.Clifton@cityofdenton.com Date: 2021.12.02 22:23:09 -06'00' 710 EXHIBIT A 711 712 713 714 715 716 717 718 719 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2441,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute and deliver to Atmos Energy Corporation a Temporary Construction Easement containing an approximate total of 138,050.00 square feet (3.169 acres) located near Mayhill Road in the City and County of Denton, Texas for a total compensation amount of One Thousand Five Hundred Eighty-Four Dollars and 50/100 ($1,584.50); providing for severability; and providing an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™720 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET FILE ID 21-2441 DEPARTMENT: Development Services – Real Estate ICM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute and deliver to Atmos Energy Corporation a Temporary Construction Easement containing an approximate total of 138,050.00 square feet (3.169 acres) located near Mayhill Road in the City and County of Denton, Texas for a total compensation amount of One Thousand Five Hundred Eighty-Four Dollars and 50/100 ($1,584.50); providing for severability; and providing an effective date. BACKGROUND The City of Denton received a request from Atmos Energy Corporation (“Atmos”) for a Temporary Construction Easement on City property east of 1001 Mayhill Road to upgrade and replace an existing gas line. Atmos will obtain all applicable permits and pay any required fees prior to conducting construction activities. Staff has confirmed that there will be no interruption of access or operations during construction. The target deadline for completion of the project is April 30, 2022. Approval of this ordinance will authorize the City Manager, or their respective designee, to grant and convey the temporary easement to Atmos. If a Council member determines that he or she has a conflict of interest pursuant to the Ethics Ordinance, he or she may contact the City Attorney’s Office to recuse themselves prior to the consideration of this agenda item. OPTIONS 1. Approve proposed ordinance 2. Decline to approve proposed ordinance RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) No prior action or review required. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 721 FISCAL INFORMATION The City will receive $1,584.50 as compensation for the TCE. EXHIBITS 1 - Agenda Information Sheet 2 - Ordinance 3- Location Map Respectfully submitted: Deanna Cody, Deputy Director Development Services-Real Estate 722 ORDINANCE NO. _______ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE AND DELIVER TO ATMOS ENERGY CORPORATION A TEMPORARY CONSTRUCTION EASEMENT CONTAINING AN APPROXIMATE TOTAL OF 138,050.00 SQUARE FEET (3.169 ACRES) LOCATED NEAR MAYHILL ROAD IN THE CITY AND COUNTY OF DENTON, TEXAS FOR A TOTAL COMPENSATION AMOUNT OF ONE THOUSAND FIVE HUNDRED EIGHTY-FOUR DOLLARS AND 50/100 ($1,584.50); PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Atmos Energy Corporation (“ATMOS”) has requested that the City of Denton (“City”) grant ATMOS a temporary construction easement as attached hereto as Exhibit 1 and incorporated herein for all purposes (collectively, the “Temporary Construction Easement”) encumbering approximately 138,050.00 square feet (3.169 acres) as more particularly described and depicted in Exhibit “A” to Exhibit 1, located near Mayhill Road in the City and County of Denton, Texas, for installation and construction of an underground gas line and all necessary or desirable appurtenances; and WHEREAS, the City is willing to grant to ATMOS the Temporary Construction Easement in exchange for the total compensation amount of One Thousand Five Hundred Eighty-Four and Dollars and 50/100 ($1,584.50); and WHEREAS, the City Council hereby finds the easement conveyance to ATMOS will benefit and serve the public; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The Interim City Manager, or designee, is authorized to execute and deliver to ATMOS the Temporary Construction Easement attached hereto as Exhibit 1, in exchange for the compensation expressed above. SECTION 3. If any section, article, paragraph, sentence, phrase, clause, or word in this Ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. 723 Page 2 The motion to approve this Ordinance was made by __________________________ and seconded by _________________________________. The Ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the ______ day of __________________, 2021. _____________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 724 Project: Atmos Energy Line F18 Parcel Number: Gideon Walker Survey Abstract 1330 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. TEMPORARY CONSTRUCTION EASEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT the City of Denton (“Grantor”), a Texas home-rule municipal corporation, in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by the Atmos Energy Corporation (“Grantee”), a Texas corporation, receipt of which is hereby acknowledged, has granted, bargained, sold, and conveyed, and does by these presents grant, bargain, sell, and convey unto Grantee a non- exclusive temporary construction easement for constructing an underground gas line and all necessary or desirable appurtenances (the “Construction Activities”), in, along, upon, under, and across the following described property owned by Grantor, and situated in Denton County, Texas, located in the Gideon Walker Survey, Abstract Number 1330 (the “Property”). PROPERTY AREA DESCRIBED AND DEPICTED IN EXHIBIT “A” ATTACHED HERETO AND MADE A PART HEREOF It is agreed that Grantee, in consideration of the benefits above set out, will remove from the Property such obstructions as may now be found upon said Property as reasonably necessary in connection with, and solely for the purpose of, the Construction Activities and access in, along, upon, under, and across said Property. Grantee shall not make changes in grade, elevation, or contour of the land or surface of the land within the Property, the project area, or other adjacent areas without the prior written consent of the City. Grantee, its agents, employees, contractors, workmen, and representatives shall have the right of ingress, egress, and regress in, along, upon, under, and across said Property for the purpose of the Construction Activities or any part thereof. Grantee hereby agrees to obtain all required permits and governmental approvals for its Construction Activities so as to meet all regulatory requirements and shall complete all construction in a workmanlike manner. Grantee shall not construct any permanent improvements DocuSign Envelope ID: 508D63AA-0A69-412E-879D-C9273B32EF90 725 2 on the Property hereunder that would continue to exist on the Property after the termination of this temporary construction easement. Upon completion of construction, Grantee shall promptly restore the surface of the Property, the project area, and any other area disturbed by its Construction Activities, including but not limited to the public roadway and adjoining pedestrian walkways, as applicable, to a condition that is substantially the same as or better than it existed prior to such construction, and shall leave the Property, the project area, and adjacent areas free of all trash, litter, refuse, and debris generated or resulting in connection with the Construction Activities. TO HAVE AND TO HOLD said temporary construction easement unto the said Grantee until the earlier of (i) the completion of the Construction Activities, or (ii) 365 days after the Effective Date hereof (as hereafter defined), at which time this temporary construction easement will terminate and be of no further force and effect. Witness my hand, this the __________day of _______________________________, 2021 (the “Effective Date”). GRANTOR: CITY OF DENTON BY: ______________________________ Sara Hensley, Interim City Manager ATTEST: ROSA RIOS, CITY SECRETARY BY: ________________________ DocuSign Envelope ID: 508D63AA-0A69-412E-879D-C9273B32EF90 726 3 THIS AGREEMENT HAS BEEN APPROVED AS TO LEGAL FORM: BOTH REVIEWED AND APPROVED MACK REINWAND, CITY ATTORNEY as to financial and operational obligations and business terms. ____________________________ BY: ___________________________ Signature ____________________________ Title ____________________________ Department Date Signed: _________________ THE STATE OF TEXAS § § COUNTY OF DENTON § BEFORE ME, the undersigned authority, on this day personally appeared Sara Hensley, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she executed the same as the act and deed of the City of Denton, a Texas home-rule municipal corporation, as the Interim City Manager thereof, for the purposes and consideration therein expressed, in the capacity therein stated and she is authorized to do so. GIVEN UNDER MY HAND AND SEAL OF OFFCE this _______ day of _______ 2021. Notary Public, State of Texas DocuSign Envelope ID: 508D63AA-0A69-412E-879D-C9273B32EF90 Deputy Director 11/18/2021 Real Estate 727 4 GRANTEE: ATMOS ENERGY CORPORATION, A TEXAS CORPORATION By: _____ Printed Name: _______________________ Title: ______________________________ THE STATE OF TEXAS § § COUNTY OF DENTON § BEFORE ME, the undersigned authority, on this day personally appeared _________________, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same as the act and deed of the Atmos Energy Corporation, a Texas corporation, as the ________________ thereof, for the purposes and consideration therein expressed, in the capacity therein stated and he is authorized to do so. GIVEN UNDER MY HAND AND SEAL OF OFFCE this _______ day of _______ 2021. Notary Public, State of Texas DocuSign Envelope ID: 508D63AA-0A69-412E-879D-C9273B32EF90 728 729 730 731 732 General Notes: 1) Bearing basis for this drawing is the Texas Coordinate System of 1983, North Central Zone 4202, NAD83 (2011). Coordinates and distances are in Grid. 2) A metes and bounds description of even date accompanies this exhibit. NGRAPHIC SCALE 50 100 200 1"=100' 0EXHIBIT "A" PROJECT NO: DATE ISSUED: 11/17/2020 PAGE: OF VARIABLE WIDTH ATMOS TEMPORARY WORKSPACES 1, 2, & 3 SITUATED IN THE GIDEON WALKER SURVEY ABSTRACT NO. 1330 DENTON COUNTY, TEXAS 7 12 30210.671 1201 NORTH BOWSER ROAD RICHARDSON, TX 75081-2275 TEL (214) 346-6200 TBPELS SURVEYING FIRM #10029600 733 General Notes: 1) Bearing basis for this drawing is the Texas Coordinate System of 1983, North Central Zone 4202, NAD83 (2011). Coordinates and distances are in Grid. 2) A metes and bounds description of even date accompanies this exhibit. NGRAPHIC SCALE 50 100 200 1"=100' 0EXHIBIT "A" PROJECT NO: DATE ISSUED: 11/17/2020 PAGE: OF VARIABLE WIDTH ATMOS TEMPORARY WORKSPACES 1, 2, & 3 SITUATED IN THE GIDEON WALKER SURVEY ABSTRACT NO. 1330 DENTON COUNTY, TEXAS 8 12 30210.671 1201 NORTH BOWSER ROAD RICHARDSON, TX 75081-2275 TEL (214) 346-6200 TBPELS SURVEYING FIRM #10029600 734 General Notes: 1) Bearing basis for this drawing is the Texas Coordinate System of 1983, North Central Zone 4202, NAD83 (2011). Coordinates and distances are in Grid. 2) A metes and bounds description of even date accompanies this exhibit. NGRAPHIC SCALE 50 100 200 1"=100' 0EXHIBIT "A" PROJECT NO: DATE ISSUED: 11/17/2020 PAGE: OF VARIABLE WIDTH ATMOS TEMPORARY WORKSPACE 1, 2, & 3 SITUATED IN THE GIDEON WALKER SURVEY ABSTRACT NO. 1330 DENTON COUNTY, TEXAS 9 12 30210.671 1201 NORTH BOWSER ROAD RICHARDSON, TX 75081-2275 TEL (214) 346-6200 TBPELS SURVEYING FIRM #10029600 735 General Notes: 1) Bearing basis for this drawing is the Texas Coordinate System of 1983, North Central Zone 4202, NAD83 (2011). Coordinates and distances are in Grid. 2) A metes and bounds description of even date accompanies this exhibit. NGRAPHIC SCALE 50 100 200 1"=100' 0EXHIBIT "A" PROJECT NO: DATE ISSUED: 11/17/2020 PAGE: OF VARIABLE WIDTH ATMOS TEMPORARY WORKSPACE 1, 2, & 3 SITUATED IN THE GIDEON WALKER SURVEY ABSTRACT NO. 1330 DENTON COUNTY, TEXAS 10 12 30210.671 1201 NORTH BOWSER ROAD RICHARDSON, TX 75081-2275 TEL (214) 346-6200 TBPELS SURVEYING FIRM #10029600 736 General Notes: 1) Bearing basis for this drawing is the Texas Coordinate System of 1983, North Central Zone 4202, NAD83 (2011). Coordinates and distances are in Grid. 2) A metes and bounds description of even date accompanies this exhibit. N GRAPHIC SCALE 50 100 200 1"=100' 0 EXHIBIT "A" PROJECT NO: DATE ISSUED: 11/17/2020 PAGE: OF VARIABLE WIDTH ATMOS TEMPORARY WORKSPACE 1, 2, & 3 SITUATED IN THE GIDEON WALKER SURVEY ABSTRACT NO. 1330 DENTON COUNTY, TEXAS 11 12 30210.671 1201 NORTH BOWSER ROAD RICHARDSON, TX 75081-2275 TEL (214) 346-6200 TBPELS SURVEYING FIRM #10029600 737 General Notes: 1) Bearing basis for this drawing is the Texas Coordinate System of 1983, North Central Zone 4202, NAD83 (2011). Coordinates and distances are in Grid. 2) A metes and bounds description of even date accompanies this exhibit. NGRAPHIC SCALE 50 100 200 1"=100' 0EXHIBIT "A" PROJECT NO: DATE ISSUED: 11/17/2020 PAGE: OF VARIABLE WIDTH ATMOS TEMPORARY WORKSPACE 1, 2, & 3 SITUATED IN THE GIDEON WALKER SURVEY ABSTRACT NO. 1330 DENTON COUNTY, TEXAS 12 12 30210.671 1201 NORTH BOWSER ROAD RICHARDSON, TX 75081-2275 TEL (214) 346-6200 TBPELS SURVEYING FIRM #10029600 738 F18 Pipeline ReplacementCity of Denton TCE12/07/2021739 F18 Pipeline Replacement OverviewPage 2740 City of Denton EasementPage 3Proposed Temporary Construction Easement (shown in white outline)741 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2390,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager to continue a Memorandum of Understanding with the United States Marshals Service,(USMS)for the participation of the Denton Police Department in the Regional Fugitive Task Force for the purpose of locating and apprehending fugitives; and providing an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™742 City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: POLICE CM/ DCM/ ACM: Sara Hensley DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager to continue a Memorandum of Understanding with the United States Marshals Service, (USMS) for the participation of the Denton Police Department in the Regional Fugitive Task Force for the purpose of locating and apprehending fugitives; and providing an effective date. BACKGROUND The United States Marshals Office has requested the assistance of the Denton Police Department in implementing a strategic enforcement initiative, as part of the multijurisdictional task force. The primary mission of the task force is to investigate and arrest as part of joint law enforcement operations, persons who have active state and federal warrants for their arrests. The intent of the multijurisdictional task force is to investigate and apprehend local, state and federal fugitives, thereby improving public safety and reducing violent crime. The Denton Police Department will assign police officers to be members of the enforcement initiative. The Department will receive a reimbursement of accrued overtime worked related to task force activities. The agreement will be in effect once signed by a law enforcement participant agency. Participating agencies may withdraw their participation after providing 30 days advanced written notice to the District Chief Deputy U.S. Marshal. RECOMMENDATION Staff recommends approval of this ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council passed ordinance 19-2188 approving an MOU for FY 2020. FISCAL INFORMATION The USMS may receive Asset Forfeiture funding from its operations; and provided it does, USMS will provide reimbursement to the City. Subject to availability of such funds. 743 EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance and MOU - USMS Task Force Respectfully submitted: Frank Dixon Chief of Police Prepared by: Frank Padgett Deputy Chief of Police 744 ORDINANCE NO. _______________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO CONTINUE A MEMORANDUM OF UNDERSTANDING WITH THE UNITED STATES MARSHALS SERVICE, (USMS) FOR THE PARTICIPATION OF THE DENTON POLICE DEPARTMENT IN THE REGIONAL FUGITIVE TASK FORCE FOR THE PURPOSE OF LOCATING AND APPREHENDING FUGITIVES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (“City”) and the United States Marshals Service (“USMS”) desire to enter into this Agreement to provide for a coordinated approach to arrest and prosecute persons with active state and federal warrants; WHEREAS, as the attached USMS Regional Fugitive Task Force – Memorandum of Agreement (“MOU”) provides for the assignment of one or more officers to the Regional Fugitive Task Force (“task force”), police officers of the City of Denton Police Department will be made available for taking assignments and participating in the task force, for purposes of reducing violent crimes; WHEREAS, City of Denton Police officers assigned to the task force may be required to travel outside of the jurisdiction in furtherance of task force operation, USMS will provide reimbursement for travel expenses of assigned officers; WHEREAS, USMS may receive Asset Forfeiture funding from its operations; and provided it does, USMS will provide reimbursement to the City, subject to availability of such funds, to provide resources, including but not limited to equipment, travel funds, office space and supplies, training to officers assigned to the task force, and other items necessary to support the activities of USMS and its task force; and WHEREAS, the City of Denton Council finds that this Agreement is in the best interests for the safety of the citizens of the City of Denton, and that a valid governmental public purpose would be served by entering into the Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2: The City Manager, or designee, is hereby authorized to execute on behalf of the City of Denton the MOU, which is hereby approved and attached hereto as Exhibit “A ,” made a part hereof by reference, providing for the assignment of one or more officers of City of Denton Police Department to the United States Marshals Service Regional Fugitive Task Force to curtail violent crime. SECTION 3: That this Ordinance shall become effective immediately upon its passage and approval. 745 746 Exhibit A747 748 749 750 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2391,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a Memorandum of Understanding (Reciprocal Agreement)for Exchange of Confidential Information with the Texas Comptroller of Public Accounts for the purpose of authorizing the City of Denton to examine certain confidential information in the possession of the Texas Comptroller of Public Accounts;for the purpose of furthering criminal investigations; and providing an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™751 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Police CM/ DCM/ ACM: Sarah Hensley DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a Memorandum of Understanding (Reciprocal Agreement) for Exchange of Confidential Information with the Texas Comptroller of Public Accounts for the purpose of authorizing the City of Denton to examine certain confidential information in the possession of the Texas Comptroller of Public Accounts; for the purpose of furthering criminal investigations; and providing an effective date. BACKGROUND Denton Police Department detectives investigate all nature of crime. Often criminals will launder money through a business or prop up a business as a front for their criminal activity. The information gained from the Texas Comptroller of Public Accounts can help detectives determine the legitimacy of a person’s/businesses’ income. Thereby, separating legitimate activity from criminal activity. RECOMMENDATION Staff recommends Council approval. PRIOR ACTION/REVIEW (Council, Boards, Commissions) None EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and MOU Respectfully submitted: Frank Dixon Chief of Police Prepared by: Frank Padgett Deputy Chief of Police City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 752 753 754 755 756 757 758 759 760 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:Z21-0016a,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton,Texas,regarding an initial zoning district and use classification to a Light Industrial (LI)Zoning District on approximately 247.78 acres of land,a change in the zoning district and use classification from a Highway Corridor (HC)Zoning District to a LI Zoning District on approximately 25.84 acres of land,and a change in the zoning district and use classification from a Mixed-Use Regional (MR)Zoning District to a LI Zoning District on approximately 7.21 acres of land,generally located on the southwest corner of I-35 North and the future extension of Loop 288,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 recommend approval of the request. (Z21-0016a, Harris Ranch, Ron Menguita) City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™761 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services IDCM: David Gaines DATE: December 7, 2021 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an initial zoning district and use classification to a Light Industrial (LI) Zoning District on approximately 247.78 acres of land, a change in the zoning district and use classification from a Highway Corridor (HC) Zoning District to a LI Zoning District on approximately 25.84 acres of land, and a change in the zoning district and use classification from a Mixed-Use Regional (MR) Zoning District to a LI Zoning District on approximately 7.21 acres of land, generally located on the southwest corner of I-35 North and the future extension of Loop 288, 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 recommend approval of the request. (Z21-0016a, Harris Ranch, Ron Menguita) BACKGROUND This zoning request is for a total of 280.83 acres of land located along the west side of I-35 and south of the future extension of Loop 288, within the northern portion of the City. As described below, the majority of the property was recently annexed into the City of Denton and currently has a placeholder zoning designation of Residential Rural (RR). The approximately 33 acres of the subject property located adjacent to I-35 were annexed into the City in 1969 as part of a strip annexation. This portion of the property currently has a split zoning of Highway Corridor (HC) and Mixed-Use Regional (MR) Districts. On July 13, 2021 the applicant, Dennis Chovan of Halff & Associates Inc., on behalf of the property owner, Robert W. Harris, representing the Harris Ranch Ownership, submitted a petition for voluntary annexation of approximately 247.78 acres of land. This voluntary annexation complied with Subchapter C-3, Chapter 43 of the Texas Local Government Code. On August 3, 2021, the City Council adopted an ordinance approving a Municipal Services Agreement, pursuant to Tex. Loc. Govt. Code Sec. 43.0672, between the City of Denton and Robert W. Harris, representing the Harris Ranch Ownership. That same night the Council held a public hearing on the petition for voluntary annexation and conducted the first of two readings of an ordinance to annex approximately 247.78 acres of land. On September 14, 2021, the City Council conducted the second of two readings and adopted an ordinance annexing the 247.78 acres of land into the city. Prior to annexation, the 247.78 acres of land was currently under multiple Non-Annexation Agreements (NAAs) with the various members of the Harris Ranch Ownership team, Ordinance 20-2081. When the subject property was annexed into the city the NAAs became null and void. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 762 At the time of the Planning and Zoning Commission’s consideration of this request (November 3, 2021), the property was under contract for potential development as multiple logistics center buildings, similar to what is shown on the attached Conceptual Site Plan (refer to Exhibit 3 – Applicant’s Conceptual Site Plan). Although the property is no longer under contract as of November 29, 2021, the applicant has informed staff that the property owners (Harris family) wants to continue with this zoning request to allow for future development of the property with Light Industrial uses. The applicant has provided a Conceptual Site Plan that shows how the property could potentially be developed. This Conceptual Site Plan is provided for informational purposes only and has not been reviewed for zoning compliance. Furthermore, a railroad crossing would be required to allow development to occur west of the railroad. This railroad crossing will be subject to the approval of the controlling railroad company (Burlington Northern Santa Fe, LLC). Planning and Zoning Commission At the Planning and Zoning Commission meeting there were no speakers or comment cards submitted from the public. During their discussion, one Commissioner expressed the need for a Small Area Plan for the area. According to the Commissioner, as a gateway into the city from the northwest, a plan to improve the visual appearance along I-35 North and Loop 288 is important to have. Another Commissioner provided comments regarding the overall drainage condition for the area. The Commissioner wanted to make sure that staff was planning for existing and future stormwater runoff since much of the area is currently pervious. The Commissioner noted that with more and more development of impervious surface, it is important to make sure that the City’s stormwater infrastructure is adequate to handle the demand. A full Staff Analysis is provided in Exhibit 2. OPTIONS 1. Approve 2. Deny 3. Postpone Item RECOMMENDATION The Planning and Zoning Commission voted [6-0] to recommend approval of the request. Staff recommends approval of the initial zoning and zoning change request to a Light Industrial (LI) Zoning District as it complies with the criteria in Section 2.4.5E of the Denton Development Code (DDC) for approval of all applications, and Section 2.7.2D of the DDC for approval of a Zoning Change. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action October 20, 2020 City Council Multiple Non-Annexation Agreements, Ordinance 20-2081 Approved August 3, 2021 City Council Municipal Services Agreement Ordinance Approved August 3, 2021 City Council Public Hearing No Action August 3, 2021 City Council First Reading of the Annexation Ordinance No Action August 8, 2021 Staff Publication of Annexation Ordinance Published 763 September 14, 2021 City Council Second Reading and Adoption of the Annexation Ordinance Approved, the property was annexed into the city November 3, 2021 Planning and Zoning Commission Consider initial and zoning change request Recommended approval 6-0 PUBLIC OUTREACH: The following public outreach efforts were done to meet Legal Notice requirements and to seek feedback from adjacent property owners and residents: • On October 15, 2021 a total of twenty-four (24) notices were mailed out to property owners within 200 feet of the subject property and forty-five (45) postcards were mailed out to current residents within 500 feet of the subject property. As of the writing of this report, the City has received no response to the notices. • A notice was published on the City’s website. • A notice was published in the Denton Record Chronicle. • Multiple signs were posted on the subject property on October 27, 2021. DEVELOPER ENGAGEMENT DISCLOSURES No developer contact disclosures have been provided to staff from members of this body as of the issuance of this report. EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Applicant’s Conceptual Site Plan 4. Fiscal Impact Report Executive Summary 5. Site Location Map 6. Future Land Use Map 7. Existing Zoning Map 8. Proposed Zoning Map 9. Table of Allowed Uses 10. Notification Map and Responses 11. Draft Ordinance 12. Presentation Respectfully submitted: Tina Firgens, AICP Deputy Director of Development Services/ Planning Director Prepared by: Ron Menguita, AICP Principal Planner 764 Planning Staff Analysis Z21-0016a/Harris Ranch City Council District #3 REQUEST: Zone approximately 247.78 acres of land to a Light Industrial (LI) Zoning District, rezone approximately 25.84 acres of land from a Highway Corridor (HC) Zoning District to a LI Zoning District, and rezone approximately 7.21 acres of land from a Mixed-Use Regional (MR) Zoning District to a LI Zoning District. STAFF RECOMMENDATION: Staff recommends approval of the initial zoning and zoning change request to a Light Industrial (LI) Zoning District as it complies with the criteria in Section 2.4.5E of the Denton Development Code (DDC) for approval of all applications, and Section 2.7.2D of the DDC for approval of a Zoning Change. SITE DATA: The subject property is comprised of multiple parcels collectively owned by the Harris Ranch Ownership group. As described in Exhibit 1, the majority of the property was recently annexed into the City. The property has a gas well plat (GWDP11-0004) approved for a portion of the property as well numerous existing gas wells spread across two drilling sites within the limits of the property. There is also a single plugged gas well located on the property. In addition to the gas well development, the parcels located closest to I-35 are developed with a rural single-family estate and a metal building retail business. Currently there are no utility services (water and wastewater) serving the site. Future development will have to extend utility services to the property. The size and extent of the services will be determined during the preparation of civil engineering plans and platting of the development. 765 The subject property is bordered by I-35 N to the east and the future extension of Loop 288 to the north. At the time of the Planning and Zoning Commission’s consideration of this request (November 3, 2021), the property was under contract for potential development as multiple logistics center buildings, similar to what is shown below and on the attached Conceptual Site Plan (refer to Exhibit 3 – Applicant’s Conceptual Site Plan). Although the property is no longer under contract as of November 29, 2021, the applicant has informed staff that the property owners (Harris family) wants to continue with this zoning request to allow for future development of the property with Light Industrial uses. This Conceptual Site Plan illustrates how the property could potentially be developed, and is being provided for informational purposes only and has not been reviewed for zoning compliance. Access to the property is anticipated to be primarily from I-35 N, with additional access on Loop 288 when the extension is constructed in the future. Both I-35 and Loop 288 are controlled and maintained by TXDOT. Furthermore, a railroad crossing would be required to allow development to occur west of the railroad. This railroad crossing will be subject to the approval of the controlling railroad company (Burlington Northern Santa Fe, LLC). SURROUNDING ZONING AND USES: Northwest: Zoning: RR District Use: Agricultural, Vacant, future Loop 288 extension North: Zoning: LI District Use: Agricultural, Vacant, future Loop 288 extension Northeast: Zoning: LI District Use: Agricultural, Vacant, future Loop 288 extension, I- 35 N West: Zoning: RR District Use: Agricultural, Vacant, future Loop 288 extension SUBJECT PROPERTY East: Zoning: Planned Development Use: I-35 N, Stonehill Retail Center, Agricultural, Vacant 766 Southwest: Zoning: RR District Use: Agricultural, Vacant, gas well development, and future Loop 288 extension South: Zoning: HC, RR and GO Districts Use: Agricultural, Vacant, Single-Family Dwelling Detached Southeast: Zoning: Planned Development, HC and GO Districts Use: Agricultural, Vacant, Commercial Use (Camping World, Rental One, I-35 RV Supercenter), I-35 N CONSIDERATIONS: A. Section 2.4.5.E of the DDC provides approval criteria applicable to all applications. 1. General Criteria a. Unless otherwise specified in this DDC, City review and decision-making bodies must review all development applications submitted pursuant to this subchapter for compliance with the general review criteria stated below. The review criteria were applied as required. b. The application may also be subject to additional review criteria specific to the type of application, as set forth in sections 2.5 through 2.9. Section 2.7.2.D of the DDC applies to this rezoning request. An analysis of this request per those criteria can be found below in Consideration B. c. If there is a conflict between the general review criteria in this section and the specific review criteria in sections 2.5 through 2.9, the applicable review criteria in sections 2.5 through 2.9 controls. There are no conflicts between the general criteria and the criteria specific for zoning requests. 2. Prior Approvals On September 14, 2021, approximately 247.78 acres of the subject property was annexed into the city. In accordance with DDC Section 3.1.4, when a property is annexed into the city, the regulations of the RR District apply as a placeholder until an initial zoning district is designated for the property. On April 23, 2019, the Denton Development Code was updated. With the update, the remaining property transitioned from Regional Center Commercial Downtown (RCC- D) and Regional Center Commercial Neighborhood (RCC-N) to Highway Corridor (HC) and Mixed-Use Regional (MR) Zoning Districts. 3. Consistent with the Comprehensive Plan and Other Applicable Plans The decision–making authority: a. Shall weigh competing goals, policies, and strategies. 767 The proposed LI Zoning District is consistent with the Future Land Use Map’s designation of Business Innovation and with other goals, policies, and actions outlined in the Comprehensive Plan, including some of the goals below: GOAL FEV-2: Improve the City’s job-to-worker ratio by increasing the number of jobs available to the resident workforce and local graduates. GOAL FEV-5: Design a fiscally advantageous land use pattern paired with fiscally responsible infrastructure management and investment. b. May approve an application that furthers the overall goals of the Comprehensive Plan even if the development does not match the future land use designation in the Comprehensive Plan. Future Land Use Per the Future Land Use Map in the Denton Plan 2030, the subject property is designated as Business Innovation. See description below. Business Innovation is intended for large tracts of land that are appropriate for well-planned, larger scale office and employment parks with supporting uses such as retail, hotels, and residential. Primary uses include office, research and development, and light manufacturing. The primary uses should be developed in a campus-like or corporate park setting that may include generous, linked open space to maximize value and to promote visual quality and compatibility with the surrounding area. This designation is proposed throughout the city in areas that are in close proximity to commercial use areas and employment hubs in the city, so that future development may build from this proximity and create a critical mass for economic development. The mixed-use nature of these areas will ensure that employment areas will be benefit from complementary retail and services throughout the day. While the LI District is generally consistent with the goals established for the Business Innovation Future Land Use designation, through discussions with the Planning and Zoning Commission and City Council it has been determined that this designation needs to be more narrowly defined to provide better distinction between areas intended for industrial development versus those intended for corporate campuses, research and development facilities, and similar business types. The staff is currently in the process of reviewing the Future Land Use Map citywide as part of the Comprehensive Plan Update, and this area is being proposed to be updated to a Light Industrial Future Land Use designation. The proposal is based on existing uses and the development trend of light industrial uses proposed in the area. 768 4. Compliance with this DDC The proposed development shall comply with all applicable standards in this DDC, unless the standard is to be lawfully modified. This request is for a rezoning of the subject site to a LI Zoning District. All future development on this site will comply with applicable standards in the DDC, including, but not limited to, minimum lot size and dimensions, building coverage, access, parking, tree preservation, and landscaping. Compliance with these standards is applied at the level of detail required for the subject submittal. Typically, a rezoning to one of the DDC’s established districts does not include a full review of all development standards. If the proposed rezoning to a LI Zoning District is approved, prior to development, a detailed review will accompany all required plat, engineering, tree preservation, and building permit submittals. 5. Compliance with Other Applicable Regulations If the proposed rezoning to a LI Zoning District is approved, prior to development, a detailed review to ensure compliance with other applicable regulations will be conducted. 6. Consistent with Interlocal and Development Agreements There are no interlocal or development agreements for the subject site. Prior to annexation, the 247.78 acres of land was currently under multiple Non-Annexation Agreements (NAAs), Ordinance 20-2081. When the subject property was annexed into the city the NAAs became null and void. 769 7. Minimizes Adverse Environmental Impacts If the proposed rezoning to a LI Zoning District is approved, any development of the site must conform to all floodplain and environmentally sensitive area (ESA) standards and requirements; therefore, any potential adverse environmental impacts will be avoided or mitigated. There are no FEMA floodplain designations on the property. There are several existing ponds on site. There are Environmentally Sensitive Area (ESA) - Riparian Buffers designated within the property. An ESA Assessment is required to determine if the ESA – Riparian Buffer designations shown on the map are accurate. If so, any encroachment/development over any Riparian Buffer will require approval of an Alternative ESA Plan by the City Council. 8. Minimizes Adverse Impacts on surrounding Property The subject property is surrounded primarily by agricultural use and vacant property. There is a residential use, one Single-family Detached Dwelling, to the south of the property. To minimize any adverse impacts to the adjacent dwelling, any setback, buffering, and/or screening requirements that are required will be applied at the time the subject property is developed. 9. Minimizes Adverse Fiscal Impacts No adverse fiscal impact to the City is anticipated. Refer to Exhibit 5 for a Fiscal Impact Report executive summary prepared by the applicant. Compliance with Utility, Service, and Improvement Standards This proposed rezoning will not affect utilities, services, or improvements. When the site is developed, it will be reviewed to ensure compliance with all utility, service, and improvement standards. At the time of development utilities will be extended by the developer or property owner. Additionally, the proposed LI Zoning District does not allow for residential uses; therefore, the cost associated with providing residential related services associated with the subject site is not anticipated. Provides Adequate Road Systems The subject property is located along I-35 to the east and the future Loop 288 extension to the north. The proposed rezoning is not anticipated to negatively impact surrounding property because the primary access will be from I-35 and future Loop 288. It is important to note that when the site is developed, new development must comply with all applicable roadway infrastructure standards to ensure adequate and safe access and circulation within the area. 770 Provides Adequate Public Services and Facilities This proposed rezoning is not anticipated to negatively impact public services and facilities. When sites are developed, the new development must comply with all applicable standards to ensure adequate public services and facilities are available. 13. Rational Phasing Plan It is anticipated that at the time of development, this property would likely be developed in multiple phases given existing access opportunities along I-35 and since the extension of Loop 288 has not been constructed. Therefore, the first phase would likely be the buildings along I-35 N, and the second phase being the buildings on the remaining western portion of the subject property. B. Section 2.7.2.D of the DDC states that an application for a rezoning may be approved based on the following conditions: a. The proposed rezoning is consistent with the Comprehensive Plan. As discussed in 3.b above, the proposed LI Zoning District is consistent with the Future Land Use Map’s designation of Business Innovation and with other goals, policies, and actions outlined in the Comprehensive Plan. In addition, staff is currently in the process of reviewing the Future Land Use Map citywide and this area is being proposed to be updated to a Light Industrial Future Land Use designation. The proposal is based on existing uses and the development trend of light industrial uses proposed in the area. Further, as indicated above, the request is consistent with other goals of the Comprehensive Plan. b. The proposed rezoning is consistent with relevant Small Area Plan(s). There is no small area plan approved for this site. c. The proposed rezoning is consistent with the purpose statement of the proposed zoning district, as provided in Subchapter 3, Zoning Districts. Pursuant to Section 3.5.2A of the Denton Development Code: The LI district is intended to provide locations for a variety of light industrial and employment uses such as light manufacturing, assembly, fabrication, warehousing and distributing, indoor and outdoor storage, and a wide range of supporting commercial uses and activities. The LI district provides a variety of transportation options for access including transit, bicycle, and pedestrian facilities. The LI district provides appropriate transitions to surrounding uses and lower-intensity districts and is sensitive to the adjacent built and natural context. The proposed LI District is consistent with the purpose statement as the subject property is within an area where the development trend of light industrial uses is occurring. In addition, the property is adjacent to I-35 and the future Loop 288 extension. 771 d. There have been or will be significant changes in the area to warrant a zoning change. The subject site is located where the development trend of light industrial uses is occurring. Recently a zoning change request to a LI Zoning District was approved directly to the north. In addition, staff continues to receive pre-application conference meeting requests for the area for light industrial related uses. e. The intensity of development in the new zoning district is not expected to create significantly adverse impacts to surrounding properties or the neighborhood. The subject property is surrounded primarily by agricultural uses and vacant property. There is a residential use, one Single-family Detached Dwelling, to the south of the property. To minimize any adverse impacts to surrounding properties, the DDC establishes setback, buffering, and/or screening requirements that are applicable to development of the subject property. f. Public facilities and services are available to adequately serve the subject property while maintaining adequate level of service to existing development. Roadway Impact Fees Roadway impact fees, paid at the time of development, are determined using a proportionality calculation based on the proposed uses and projected vehicle trips. These fees will be assessed based on plans submitted and are used to make roadway system improvements related to the Mobility Plan. Schools Residential uses are not permitted in the LI Zoning District, so this change would not result in the additional of any new students. Water and Wastewater Public water and wastewater services are currently not available to the site. When the site is developed, it will be reviewed to ensure compliance with all utility, service, and improvement standards for extension and connection to City utilities. Additionally, water and wastewater tap and impact fees will be based upon the intensity of the development and are required to be paid during permitting. g. There was an error in establishing the current zoning district. On September 14, 2021, approximately 247.78 acres of the subject property was annexed into the city. In accordance with DDC Section 3.1.4, when a property is annexed into the city, the regulations of the RR District apply as a placeholder until an initial zoning district is designated for the property. Regarding the remaining property, there was not an error in the assignment of the current zoning districts. In 2019 with the citywide rezoning update, the remaining property transitioned from RCC-D and RCC-N to Highway Corridor (HC) and Mixed-Use Regional (MR) Zoning Districts. 772 1-STY FRAME RES.ON PIER & BEAMRICHARD A. HARRIS, JR.TOROBERT W. HARRISC.F. #93-R0043112R.P.R.D.C.T."PARCEL I"ROBERT WOODSON HARRISTORICHARD A. HARRIS, JR.DOC. #2012-139302R.P.R.D.C.T."TRACT I"DGH RESOURCES, LLC ET ALTOWESTVIEW COMMERCIAL, LPDOC. #2006-119845R.P.R.D.C.T."TRACT II"DGH RESOURCES, LLC ET ALTOWESTVIEW COMMERCIAL, LPDOC. #2006-119845R.P.R.D.C.T.KENNITH L. CHAMBERS ANDBEVERLY G. CHAMBERSTOKENNITH L. CHAMBERS ANDBEVERLY G. CHAMBERS, TRUSTEESDOC. #2014-108259R.P.R.D.C.T.LOT 1, BLOCK BWESTERN HILLSBUSINESS PARKCAB. M, PG. 300P.R.D.C.T.LOT 1, BLOCK AWESTERN HILLSBUSINESS PARKCAB. H, PG. 244P.R.D.C.T.DAVID ANGEL ANDJUDY ANGELTOMATTHEW G. TURNERDOC. #2008-108672R.P.R.D.C.T.AUSTIN G. BAKER ANDNANCY J. BAKERTOBAKER FAMILY PARTNERS, LTD.VOL. 5166, PG. 2876R.P.R.D.C.T.THEODORE S. HOCHSTIM ANDI.D. FLORES, III, EXECUTORSTOTHE EDWARD ANDBETTY MARCUS FOUNDATIONVOL. 2409, PG. 635R.P.R.D.C.T.PONDPONDPONDGRAVELDRIVEGRAVELDRIVEINTERSTATE 35 SERVICE ROAD2-STY BRICK RES.ON PIER & BEAMMETALBARNMOBILEHOMECOMM.BLDG.METALBARNMETALBARN1-STY FRAME RES.ON PIER & BEAMMETALBLDG.METALBARNMETALBARNTANKBATTERYHARRIS NO.2HARRIS NO. 1GASWELLTANKBATTERYBILLBOARDGRAVELDRIVEWILLIAMS COMMUNICATIONLEASE TRACT 1.205 ACRESVOL. 4603, PG. 2241P.R.D.C.T.UTILITY EASEMENTTEXAS MUNICIPALPOWER AGENCYVOL. 1120, PG. 60820' PIPELINE RIGHT OF WAYDOC. #2004-2026130' PIPELINE EASEMENTVOL. 5427, PG. 86230' PIPELINE EASEMENTVOL. 5427, PG. 871C/WBILLBOARDBILLBOARDRAILROADCROSSING40'x40'CHANNEL EASMENTVOL. 418, PG. 77BILLBOARDG U L F , C E N T R A L A N D S A N T A F E R A I L R O A D "PARCEL III"ROBERT WOODSON HARRISTORICHARD A. HARRIS, JR.DOC. #2012-139302R.P.R.D.C.T."PARCEL I"RICHARD A. HARRIS, JR.TOROBERT W. HARRIS HERITAGE TRUSTDOC. #2012-139301R.P.R.D.C.T.REMNANT TRACTROBERT W. HARRISTORICHARD A. HARRIS, JR.C.F. #93-R0043111R.P.R.D.C.T."PARCEL II"RICHARD A. HARRIS, JR.TOROBERT W. HARRIS HERITAGETRUSTDOC. #2012-139301R.P.R.D.C.T."PARCEL I"ROBERT WOODSON HARRISHERITAGE TRUSTTORICHARD A. HARRIS, JR.HERITAGE TRUSTDOC. #2012-139300R.P.R.D.C.T.REMNANT"PARCELS II AND III"ROBERT WOODSON HARRISHERITAGE TRUSTTORICHARD A. HARRIS, JR.HERITAGE TRUSTDOC. #2012-139300R.P.R.D.C.T.UNDERPASSMETALBLDG.METALBLDG.METALBLDG.110.0DAVID ANGEL ANDJUDY ANGELTOMATTHEW G. TURNERDOC. #2008-108672R.P.R.D.C.T.PONDMETALBARNMETALBARNLISA J. HARRISINVESTMENT TRUSTDOC. #2018-118132R.P.R.D.C.T.(8.000 ACRES)PONDPOND40' EASEMENTWILLIAMS COMM.VOL. 4603, PG. 2252IN G R ESS/E G RESSEAS EM ENTW ILLIAMS COM M .VO L. 4 6 03, PG . 22 46TANKBATTERYGASWELLGASWELLSPROPOSED TXDOTR.O.W. LINEGRAVEL GASWELL PADPROPOSED 25'INGRESS/EGRESSEASEMENTPROPOSED 20'INGRESS/EGRESSEASEMENTGRAVELDRIVEGRAVELDRIVEPONDSURVEY LINE(APPROXIMATE)PROPOSED TXDOTR.O.W. LINERICHARD AND JONEELHARRIS LIVING TRUSTDOC. #2018-118131R.P.R.D.C.T.(6.362 ACRES)PONDSURVEY LINE(APPROXIMATE)RICHARD A. HARRIS, IIIINVESTMENT TRUSTDOC. #2018-118133R.P.R.D.C.T.(8.000 ACRES)CAPPED FIRFOCMFOCMFOCMFOCMFOCMFOCM620.52'1262.86'1368.35'3693.69'2935.18'245.14'1636.79'47 0.2 0'1916.21'S 5°35'41" E S 89°25'35" EN 89°42'05" WN 89°16'22" EN 89°35'35" WN 0°10'50" EN 0°08'41" ES 9°15'18" E S 3°16'24" EG.L.M.G.L.M.G.L.M.F.I.R.F.I.R.F.I.R.S.I.R.S.I.R.S.I.R.S.I.R.S.I.R.S.I.R.S.I.R.S.I.R.R.O.W. DISCF.I.R.F.I.R.ROW MARKERF.I.R.F.I.R.F.I.R.F.I.R.F.I.R.F.I.R.F.I.R.F.I.R.F.I.R.F.I.R.F.I.R.F.I.R.(TXDOT)F.I.R.(TXDOT)F.I.R.(TXDOT)F.I.R.(TXDOT)F.I.R.(TXDOT)R.O.W. DISCF.I.R.(TXDOT)F.I.R.(TXDOT)F.I.R.(TXDOT)F.I.R.(TXDOT)F.I.R.F.I.R.(TXDOT)F.I.R.(TXDOT)F.I.R.(TXDOT)F.I.R.(TXDOT)F.I.R.(TXDOT)ELEC. BOXW/VW/VW/MC\OC\OC\OC\OC\OC\OC\OS.S.M.H.B.B.B. & C.R.R. CO. SURVEYA-141R. WHITLOCK SURVEYA-1403N. WADE SURVEYA-1407APPROXIMATE CENTER LINELOCATION OF GAS PIPELINEAPPROXIMATE CENTER LINELOCATION OF GAS PIPELINEP.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.L.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.P.SOUND/SCREENWALL135' - 0"60' - 0"4 BAYS @ 50' - 0"200' - 0"70' - 0"130' - 0"18 BAYS @ 52' - 0"936' - 0"130' - 0"LOGISTICS CENTER 3260' X 936'243,360 SF32' CLR.40' - 0"510' - 0"103' - 0"COMMON AREASHARED DETENTION POND14.8 ACRES4 0 ' - 0 "40' - 0"40' - 0"30' - 0"30' - 0"30' - 0"30' - 0"AAAPIPELINE EASEMENT30' - 0"ACCESS ROAD40' - 0"GAS WELLROAD EXTENSION TO FM11731 1 2 ' - 0 " 2 1 B A Y S @ 5 6 ' - 0 "1 1 7 6 ' - 0 " 1 2 5 ' - 0 "190' - 0"60' - 0"8 BAYS @ 50' - 0"400' - 0"60' - 0"190' - 0"LOGISTICS CENTER 10520' X 1176'611,520 SF40' CLR.159' - 5"1 0 4 ' - 3 1 /8 "40' - 0"BAPIPELINE EASEMENTGAS WELL40' - 0"40' - 0"40' - 0"40' - 0"LOGISTICS CENTER 2620' X 1232'763,840 SF40' CLR.ABAA60' - 0"190' - 0"60' - 0"10 BAYS @ 50' - 0"500' - 0"60' - 0"190' - 0"22 BAYS @ 56' - 0"1288' - 0"LOGISTICS CENTER 5280' X 800'224,000 SF32' CLR.AB16 BAYS @ 50' - 0"800' - 0"185' - 0"60' - 0"220' - 0"LOGISTICS CENTER 4620' X 1680'1,041,600 SF40' CLR.ABAB200' - 0"60' - 0"10 BAYS @ 50' - 0"500' - 0"60' - 0"200' - 0"30 BAYS @ 56' - 0"1680' - 0"LOGISTICS CENTER 6280' X 750'210,000 SF32' CLR.AB185' - 0"60' - 0"220' - 0"15 BAYS @ 50' - 0"750' - 0"LOGISTICS CENTER 9260' X 780'202,800 SF36' CLR.AA24' - 0"4 BAYS @ 50' - 0"200' - 0"60' - 0"185' - 0"135' - 0"15 BAYS @ 52' - 0"780' - 0"LOGISTICS CENTER 7280' X 700'196,000 SF32' CLR.BALOGISTICS CENTER 8280' X 750'210,000 SF36' CLR.BA220' - 0"60' - 0"185' - 0"15 BAYS @ 50' - 0"700' - 0"185' - 0"60' - 0"220' - 0"15 BAYS @ 50' - 0"750' - 0"L OG I S TI C S C E N TE R 1 2 6 0 ' X 8 3 3 ' 2 1 6 ,58 0 S F 32' C L R .AA50' - 0"185' - 0"60' - 0"4 BAYS @ 50' - 0"200' - 0"135' - 0"1 6 B A YS @ 52' - 0"832' - 0 "50' - 0"50' - 0"437' - 9" +LC 8BUILDING AREA = SITE AREA = LC 7BUILDING AREA = SITE AREA = LC 6BUILDING AREA = SITE AREA = LC 4BUILDING AREA = SITE AREA = LAND USE AREA SUMMARYLC 1BUILDING AREA = SITE AREA = 196,000 S.F.15.2 ACRES195,000 S.F.14.3 ACRES1,041,600 S.F.50.6 ACRES243,360 S.F.18.3 ACRES216,580 S.F.15.3 ACRESLC 3LC 10BUILDING AREA = SITE AREA = 210,000 S.F.BUILDING AREA = SITE AREA = 14.5 ACRES611,520 S.F.36.3 ACRESTOTAL BUILDING AREA = TOTAL SITE AREA = COMMONAREASITE AREA = OVERALL SITE15.5 ACRES3,888,700 S.F.256.8 ACRESBUILDING AREA = SITE AREA = LC 5208,000 S.F.13.9 ACRESBUILDING AREA = SITE AREA = 763,840 S.F.44.0 ACRESLC 2LC 9BUILDING AREA = SITE AREA = 202,800 S.F.18.9 ACRESTHIS ELECTRONIC FILE IS RELEASED UNDER THE AUTHORITY OF , RA NO. ON , WHO MAINTAINS THE ORIGINAL FILE. THIS ELECTRONIC FILE MAY BE USED AS A BACKGROUND DRAWING PURSUANT TO RULE 1.103 (b) OF THE RULES AND REGULATIONS OF THE TEXAS BOARD OF ARCHITECTURAL EXAMINERS. THIS DOCUMENT IS NOT FOR REGULATORY APPROVAL, PERMITTING, OR CONSTRUCTION.THE USER OF THIS ELECTRONIC DRAWING FILE AGREES TO ASSUME ALL RESPONSIBILITY FOR ANY MODIFICATION TO OR USE OF THIS DRAWING FILE THAT IS INCONSISTANT WITH THE REQUIREMENTS OF THE RULES AND REGULATIONS OF THE TEXAS BOARD OF ARCHITECTURAL EXAMINERS. NO PERSON MAY MAKE ANY MODIFICATIONS TO THIS ELECTRONIC DRAWING FILE WITHOUT THE ARCHITECT'S EXPRESS WRITTEN PERMISSION.Scale:AVO:Issued:Drawn By:Checked By:Revision1201 NORTH BOWSER ROADRICHARDSON, TEXAS 75081-2275TEL (214) 346-6200FAX (214) 739-0095WWW.HALFF.COMTBPE F-312Sheet TitleSheet NumberRAs indicated9/30/2021 2:20:47 PMI:\45000s\45168\Prospect\BIM\RVT - 21\045168A001ARCHITECTURAL SITEPLANP45168OwnerAuthorCheckerIssue DateEnter address hereNo.DateDescription1" = 200'-0"1HARRIS RANCH SITE PLAN773 An Executive Summary of the Economic Impact of Harris Ranch in Denton, Texas Prepared by: Impact DataSource, LLC 4709 Cap Rock Drive Austin, Texas 78735 (512) 892-0205 Fax (512) 892-2569 www.impactdatasource.com August 1, 2021 774 Introduction This report summarizes the results of an economic impact analysis performed by Impact DataSource, Austin, Texas. The analysis was to determine the impact that Harris Ranch in Denton, Texas, will have on the economy of the Denton area and the costs and benefits for local taxing districts during construction and operations over the first twenty years. Although the planned development is currently outside Denton's city limits, the developer will seek annexation of the property. Therefore, this analysis projects the costs and benefits for the City assuming that the property may be annexed. Description of the Facility Harris Ranch is a planned 228.8 acre business park in Denton. The project will have seven buildings totaling 4,228,600 square feet for the following type tenants by percent: • Warehouse/distribution, 50%, • Logistics including e-commerce, 45%, and • Office, 5%. The developer will spend and estimated $315.2 million on the master planned park over 3-5 years as shown below: Land $36,028,999 Hard costs for constructing and finishing out buildings $226,691,829 Soft costs $30,314,417 Financing costs $22,178,676 Total development costs $315,213,921 In addition, the developer will spend about $10 million for public infrastructure (roads and utilities) for the the project. Further, tenants may add $49.2 million in furniture, fixtures and equipment to local tax rolls, along with and estimated $78.7 million in taxable inventories when fully built out. Tenants in the facility will create an estimated 2,177 permanent, direct jobs over 5 years, with estimated initial average annual salaries of $48,000. Project Development Costs An Executive Summary of the Projected Economic Impact from Harris Ranch Executive Summary 2 775 The Estimated Economic Impact during the Facility's Construction The facility's construction will support an estimated $404 million in gross area product or economic activity in area during its construction, an estimated 633 total jobs each year during construction of the project, and total salaries estimated to be $137.6 million. Further, during construction, the project will generate the following revenues for the City: Transportation City Authority Total Sales taxes $681,165 $227,055 $908,220 Building permits and fees $1,893,535 $1,893,535 Total $2,574,700 $227,055 $2,801,755 The Estimated Economic Impact of the Facility over the First Twenty Years of Operations of the Facility The facility will have the following economic impact on the Denton area over the twenty years of operations: Number of permanent jobs to be created: Direct 2,177 Indirect and induced 2,211 Total jobs 4,388 Salaries to be paid to workers filling permanent jobs: Direct Indirect and induced Total jobs Number of direct and indirect workers who will move to the City 394 Number of new residents in the City 1,182 Number of new residential properties to be built in the City 99 Number of new students expected in Denton ISD 256 Taxable sales and purchases expected in the City The value of new residential property to be built for direct and $64,573,155 indirect workers who move to the City by Year 20 The facility's assets on local tax rolls at build out $471,811,809 including real property and improvements and tenants' business personal property $2,536,947,307 $2,661,283,095 $5,198,230,402 $1,485,222,116 City and County Revenues During Construction of the Project Economic Impact over the First Twenty Years of Operations of the Facility Executive Summary 3 776 Costs and Benefits for Local Taxing Districts over the First Twenty Years of Operations of the Facility Local taxing districts can expect costs and benefits over the first twenty years of the operations of the facility, as scheduled below, beginning with the additional revenues to be received. Additional Revenues for Local Taxing Districts Local taxing districts can expect to receive the following revenues over the first 10 years from the facility, its employees and workers in indirect jobs created in the community: Utility Sales Property Franchise Taxes Taxes Utilities Fees City of Denton $22,278,332 $60,294,302 $106,832,677 $1,791,578 Denton County $0 $22,974,378 Denton ISD $143,737,293 Denton County Transportation Authority $0 Total $22,278,332 $227,005,973 $106,832,677 $1,791,578 Additional State and Hotel Other Taxes Federal Total Occupancy and User School Additional Taxes Fees Funding Revenues City of Denton $98,654 $14,254,659 $205,550,202 Denton County $707,932 $23,682,310 Denton ISD $19,352,469 $163,089,762 Denton County Transportation Authority $0 Total $98,654 $14,962,591 $19,352,469 $392,322,275 Additional Revenues For Local Taxing Districts Over the First Twenty Years of the Facility's Operation Executive Summary 4 777 Additional Costs for Local Taxing Districts Local taxing districts will incur the following costs over the first twenty years of the operations of the facility -- costs to provide services to the facility and to workers who will move to the community: Reduction in State School Costs of Funding as a Services to Costs of Result of New Providing Costs of Property Residents Monthly Educating being Added and to Utility New to Local the Facility Services Students Tax Rolls Total City of Denton $16,895,789 $106,832,677 $123,728,467 Denton County $971,137 $971,137 Denton ISD $17,366,088 $0 $17,366,088 Denton County Transportation Authority $0 North Texas Medical Center $0 FM & Lateral Road $0 Total $17,866,926 $106,832,677 $17,366,088 $0 $142,065,692 Additional Net Benefits The additional public benefits less additional public costs will result in the following net benefits for the City, County and other local taxing districts over the first twenty years of the facility's operation: Benefits Costs Net Benefits City of Denton $205,550,202 $123,728,467 $81,821,736 Denton County $23,682,310 $971,137 $22,711,173 Denton ISD $163,089,762 $112,088,106 $51,001,656 Denton County Transportation Authority $7,426,111 $0 $7,426,111 Total $399,748,386 $236,787,710 $162,960,676 Conduct of the Analysis This analysis was conducted by Impact DataSource using information supplied by the developer along with First Twenty Years of the Facility's Operation Net Benefits for Local Taxing Districts Over the Costs for Local Taxing Districts Over the First Twenty Years of the Facility's Operation Executive Summary 5 778 local tax rates and some Impact DataSource estimates and assumptions. Impact DataSource is a 27-year-old Austin economic consulting, research and analysis firm. The firm has conducted economic impact analyses of numerous projects in Texas and 39 other states. In addition, the firm has developed economic impact analysis computer programs for several clients, including the New Mexico Economic Development Department. The firm’s principal, Jerry Walker, performed this economic impact analysis. He is an economist and has Bachelor of Science and Master of Business Administration degrees in accounting and economics from Nicholls State University, Thibodaux, Louisiana. Executive Summary 6 779 £¤ £¤ 77 I-35 SERVICE RDLOOP 2 8 8 CARRIL ALLAGO W IN D S ORF A R M SWESTGATEI 35MESADRIVE CAURORACOL ONI ALWESTWARD ELM BRONCOWAYD RIVEAFM 1173 CARRIAGEAUGUSTA BONNIE BRAEFLADGER T HUNDERBIRD BARROW WINDSORENGLEFIELD S A V IL L S T EPHENBAUER WESTGLEN P A RUAMENTHOOK DRIVED LOSCOLINASLARIAT I-35 R a m p MARSHALLCINDYWESTVIEWMILLER DARBYLOVERSTIESZEN HAMPTON JOHNCOFFEY WORTHINGTONLITTLE BROOK PINA BARTHOLD MASCH BRANCHP R I VA T E Z21-0016Site Location 0 1,000 2,000500Feet “This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location ofproperty boundaries. Although every effort was made to ensure the accuracy of this data, no such guarantee is given or implied. Utilization of this map indicates the understanding that there is no guarantee to the accuracy of this data.” SITE Parcels Roads COD ETJ NAA 8/1/20 µ Date: 9/2/2021 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 780 £¤ £¤ 77 LowResidential BusinessInnovation RegionalMixed Use RuralAreas I-35SERVICERDL O O P 2 8 8 CARRIL ALLAGO W IN DSORF ARMSWESTGATEI 35MESADRIVE CAURORA WESTWARD ELM BRONCOWAYDRIV EAFM 1173 CARRIAGEA U GUSTA BONNIE BRAET HUNDERBIRD WINDSORBAUERDRIVED LARIAT I-35 R a m p MARSHALLCINDYGLENGARDENWESTVIEWPUBLICALLEY MILLER DARBYLOVERSTIESZEN HAMPTON JOHNCOFFEY LITTLEBROOK PINA BARTHOLDMASCH BRANCH PRI VATEZ21-0016Future Land Use Map 0 1,000 2,000500Feet “This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location ofproperty boundaries. Although every effort was made to ensure the accuracy of this data, no such guarantee is given or implied. Utilization of this map indicates the understanding that there is no guarantee to the accuracy of this data.” SITE Parcels Roads Future Land Use Rural Areas Low Residential Moderate Residential Regional Mixed Use Neighborhood Mixed Use Business Innovation Commercial Government / Institutional µ Date: 9/2/2021 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 781 £¤ £¤ 77 I-35 SERVICE RDLOOP 2 8 8 WESTGATEI 35MESADRIVE CNORTHWAYCOLONI ALELM BRONCOWAYD RIVEACRESTMEADOWFM 1173 AUGUSTA BONNIE BRAEBARROW WINDSORENGLEFIELD BR O O K HOLLO W BAUER WESTGLEN P A RUAMENTHOOK DRIVED CERROS LARIAT I-35 R a m p SCHUYLERMARSHALL CINDYBROOKLAKEWESTWESTVIEWMILLER DARBYLOVERSHAMPTON JOHNCOFFEY LITTLE BROOK PINA BARTHOLD MASCH BRANCHP R I VA T E MR R3 R6 PD-MN GO MR (S) MN(S) R1 R4 PD R7 RRO SC HI PD-LI HC R2 RR HC (S) PD-HC PF LI MN Z21-0016Current Zoning Map 0 1,000 2,000500Feet “This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location ofproperty boundaries. Although every effort was made to ensure the accuracy of this data, no such guarantee is given or implied. Utilization of this map indicates the understanding that there is no guarantee to the accuracy of this data.” SITE Parcels Roads µ Date: 9/2/2021 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE RR - Residential Rural R1 - Residential R2 - Residential R3 - Residential R4 - Residential R6 - Residential R7 - Residential MN - Mixed-Use Neighborhood MD - Mixed-Use Downtown Core MR - Mixed-Use Regional HC - Highway Corridor SC - Suburban Corridor GO - General Office LI - Light Industrial HI - Heavy Industrial PF - Public Facilities PD - Planned Development MPC OVERLAY 782 £¤ £¤ 77 I-35 SERVICE RDLOOP 2 8 8 WESTGATEI 35MESADRIVE CNORTHWAYCOLONI ALELM BRONCOWAYD RIVEACRESTMEADOWFM 1173 AUGUSTA BONNIE BRAEBARROW WINDSORENGLEFIELD BR O O K HOLLO W BAUER WESTGLEN P A RUAMENTHOOK DRIVED CERROS LARIAT I-35 R a m p SCHUYLERMARSHALL CINDYBROOKLAKEWESTWESTVIEWMILLER DARBYLOVERSHAMPTON JOHNCOFFEY LITTLE BROOK PINA BARTHOLD MASCH BRANCHP R I VA T E MR R3 R6 PD-MN GO MR (S) MN(S) R1 R4 PD R7 RRO SC HI PD-LI HC R2 RR HC (S) PD-HC PF LI MN Z21-0016Proposed Zoning Map 0 1,000 2,000500Feet “This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location ofproperty boundaries. Although every effort was made to ensure the accuracy of this data, no such guarantee is given or implied. Utilization of this map indicates the understanding that there is no guarantee to the accuracy of this data.” SITE Parcels Roads µ Date: 9/2/2021 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE RR - Residential Rural R1 - Residential R2 - Residential R3 - Residential R4 - Residential R6 - Residential R7 - Residential MN - Mixed-Use Neighborhood MD - Mixed-Use Downtown Core MR - Mixed-Use Regional HC - Highway Corridor SC - Suburban Corridor GO - General Office LI - Light Industrial HI - Heavy Industrial PF - Public Facilities PD - Planned Development MPC OVERLAY 783 Subchapter 5: Use Regulations 5.2 Table of Allowed Uses 5.2.3 Table of Allowed Uses Denton, Texas – Denton Development Code 217 Print Date: November 20, 2020 Table of Allowed Uses Table 5.2-A: Table of Allowed Uses P = permitted S = specific use permit required Blank cell = use prohibited = use-specific standards apply Residential Mixed-Use Corridor Other Nonresidential Use-Specific Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF Residential Uses HOUSEHOLD LIVING Single-Family Detached Dwelling P P P P P P P P 5.3.3A Townhome S P P P P P 5.3.3B Duplex S P P P P P 5.3.3C Triplex P P P P P 5.3.3C Fourplex P P P P P 5.3.3C Multifamily Dwelling S P P P S S S 5.3.3D Tiny Home Development Subject to approval of a planned development (PD); see 5.3.3E Work/Live Dwelling P P P P P P S S 5.3.3F Manufactured Home Development (HUD Code) S S 5.3.3G GROUP LIVING Chapter House S S P Community Home P P P P P P P P P P 5.3.3I Dormitory S S P Elderly Housing S S P P P P 5.3.3H Group Home S S S S S S S S 5.3.3I Public, Institutional, Religious, and Civic Uses COMMUNITY AND CULTURAL FACILITIES Airport, City-Owned P Cemetery, City-Owned P Club or Lodge P S S S S S S P P P P P P P P 5.3.4A Community Service P P P P P P P P P P P P P P P P Day Care, Adult or Child P S S S S S P P P P P P P P 5.3.4B Funeral and Internment Facility S S P P P P Homeless Shelter S S S S S P 5.3.4C Landfill, City-Owned P Park, Playground, Open Space P P P P P P P P P P P P P P P P Religious Assembly P P P P P P P P P P P P P P P P 5.3.4D EDUCATIONAL FACILITIES Business or Trade School P P P P P P P P 5.3.4E 784 Subchapter 5: Use Regulations 5.2 Table of Allowed Uses 5.2.3 Table of Allowed Uses Denton, Texas – Denton Development Code 218 Print Date: November 20, 2020 Table 5.2-A: Table of Allowed Uses P = permitted S = specific use permit required Blank cell = use prohibited = use-specific standards apply Residential Mixed-Use Corridor Other Nonresidential Use-Specific Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF College or University P P P School, Private P S S S S S S P P P P P P P School, Public P P P P P P P P P P P P P P P P HEALTHCARE FACILITIES Hospital Services P P P P 5.3.4F Medical Clinic S S P P P P P 5.3.4G Medical Office P P P P P P P P 5.3.4H Commercial Uses AGRICULTURAL AND ANIMAL USES General Agriculture P S S P 5.3.5A Commercial Stable P S S 5.3.5B Community Garden P P P P P P P P P P P P P S S S Kennel P S S P P S P P 5.3.5C Urban Farm P S S S S S S P P P P P P P P Veterinary Clinic P S S P P P P P P P 5.3.5D RECREATION AND ENTERTAINMENT Amenity Center P P P P P P P P P P P P P P Indoor Recreation Facility P P P P P P P P Outdoor Recreation Facility P P P P P P P S S S P P P P RV Park S S S S S S S P 5.3.5E FOOD AND BEVERAGE SERVICES Bar, Tavern, or Lounge S P P P P P P 5.3.5F Mobile Food Court S S S S S S S S 5.3.5G Private Club P P P P P P P 5.3.5H Restaurant P P P P P P P 5.3.5I Restaurant, with Drive- Through S S P P P P P 5.3.5J OFFICE, BUSINESS, AND PROFESSIONAL SERVICES Administrative, Professional, and Government Office S S S P P P P P P P P P P 5.3.5K Bank or Financial Institution S P P P P P P P 5.3.5L Musician Studio P P P P P P P P 5.3.5M Credit Access Business S P P P P P P 5.3.5N Printing, Copying, and Publishing Establishment S P P P P P P P PERSONAL SERVICES Laundry Facility, Industrial S S P P 785 Subchapter 5: Use Regulations 5.2 Table of Allowed Uses 5.2.3 Table of Allowed Uses Denton, Texas – Denton Development Code 219 Print Date: November 20, 2020 Table 5.2-A: Table of Allowed Uses P = permitted S = specific use permit required Blank cell = use prohibited = use-specific standards apply Residential Mixed-Use Corridor Other Nonresidential Use-Specific Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF Laundry Facility, Self-Service S P P P P P P P P 5.3.5O Personal Service, General P P P P P P P Tattoo and Body Piercing Parlor P P P P P 5.3.5P RETAIL SALES Building Materials and Supply Store S P P P General Retail Unless Otherwise Specified, Less than 5,000 Square Feet S P P P P P P P P P 5.3.5Q General Retail Unless Otherwise Specified, Between 5,000 Square Feet and 15,000 Square Feet P P P P P P P P General Retail Unless Otherwise Specified, More than 15,000 Square Feet S S P P P P P P 5.3.5R Smoke Shop P P P P LODGING FACILITIES Bed and Breakfast P S S S P P P P 5.3.5S Boarding or Rooming House S P P P Hotel P P P P P P P Motel P P P P P Short-Term Rental P P P P P P P P 5.3.5T VEHICLES AND EQUIPMENT Auto Wash P P P P P P Automotive Fuel Sales S S P P P P P P 5.3.5U Automotive Repair Shop, Major P P P S P P 5.3.5V Automotive Repair Shop, Minor S P P P P P P 5.3.5W Automotive Sales or Leasing P Automotive Wrecking Service, Impound Lot, Junkyard, and Salvage Yard S P 5.3.5X Equipment Sales and Rental S S P 5.3.5Y Parking Lot as a Principal Use P P P P P P P Travel Plaza P P P ADULT ENTERTAINMENT ESTABLISHMENTS Sexually Oriented Business S 5.3.5Z 786 Subchapter 5: Use Regulations 5.2 Table of Allowed Uses 5.2.3 Table of Allowed Uses Denton, Texas – Denton Development Code 220 Print Date: November 20, 2020 Table 5.2-A: Table of Allowed Uses P = permitted S = specific use permit required Blank cell = use prohibited = use-specific standards apply Residential Mixed-Use Corridor Other Nonresidential Use-Specific Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF Industrial Uses MANUFACTURING AND PROCESSING Craft Alcohol Production S P P P P P P P 5.3.6A Feedlot, Slaughterhouse, or Packaging Plant S S Food Processing, Less than 2,500 Square Feet P P P P P P P P 5.3.6B Food Processing, More than 2,500 Square Feet S S P P P P P P 5.3.6C Gas Well P P P P P P P P P P P P P P P P Subchapter 6: Gas Wells Manufacturing, Artisan P P P P P P P P 5.3.6D Manufacturing, Low-Impact S P P P P P P 5.3.6E Manufacturing, Medium- Impact S S P Manufacturing, High-Impact S Commercial Incinerator, Transfer Station S STORAGE AND WAREHOUSING Outdoor Storage S S S 5.3.6F Self-Service Storage S S S P S P P P 5.3.6G Storage of Hazardous Materials S Warehouse and Wholesale Facility S S P P P P 5.3.6H Public and Semi-Public Utility Uses Basic Utilities P P P P P P P P P P P P P P P P Power Stations, Electric Substations, Interchanges, and Switch Stations P P P P P P P P P P 5.3.7A Solar Collector as Principal Use S S S S P 5.3.7B Wind Energy Conversion System (WECS) S S 5.3.7C Wireless Telecommunications See Section 5.6: Wireless Telecommunications Facilities Accessory Uses Accessory Dwelling Unit P P P P P P P P 5.4.4A Donation Box 5.4.4B Home Occupation P P P P P P P P P P P 5.4.4C Outdoor Storage, Accessory P P P P P 5.4.4D Sale of Produce and Plants Raised on Premises P P P P P P P P P P P P P P P P 5.4.4E 787 Subchapter 5: Use Regulations 5.2 Table of Allowed Uses 5.2.3 Table of Allowed Uses Denton, Texas – Denton Development Code 221 Print Date: November 20, 2020 Table 5.2-A: Table of Allowed Uses P = permitted S = specific use permit required Blank cell = use prohibited = use-specific standards apply Residential Mixed-Use Corridor Other Nonresidential Use-Specific Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF Solar Collector, (Ground- or Building-Mounted) P P P P P P P P P P P P P P P P 5.4.4F Wind Energy Conversion System (WECS), Small (Ground-Mounted) P S S S S S S S S S S S S P P P 5.4.4G Wind Energy Conversion System (WECS), Small (Building-Mounted) P S S S S S S S S S S S S P P P 0 Temporary Uses Temporary Storage Containers and Other Portable Storage Units P P P P P P P P P P P P P P P P 5.5.6A Concrete or Asphalt Batching Plant, Temporary P P P P P P P P P P P P P P P P 5.5.6B Farmer’s Market or Open-Air Market P P P P P P P P P 5.5.4 Field or Construction Office P P P P P P P P P P P P P P P P 5.5.6C Seasonal Sales P P P P P P P P 5.5.4 Special Event P P P P P P P P P 5.5.4 Portable Wireless Telecommunications Facility P P P P P P P P P P P P P P P P 5.5.4 788 I-35 SERVICE RDLOOP 2 8 8 CARRIL ALLAGO W IN D S ORF A R M SWESTGATEI 35DRIVE CMESAAURORACOL ONI ALWESTWARD ELM BRONCOWAYD RIVEAFM 1173 CARRIAGEAUGUSTA FLADGER T HUNDERBIRD BONNIE BRAECANDY BARROW WINDSOR S A V IL L S T EPHENBAUER WESTGLEN P A RUAMENTHOOK DRIVED LOSCOLINASLARIAT I-35 R a m p MARSHALLCINDYWESTVIEWMILLER DARBYLOVERSTIESZEN HAMPTON JOHNCOFFEY WORTHINGTONLITTLE BROOK PINA BARTHOLD MASCH BRANCHP R I VA T E Z21-0016Notification Map 0 1,000 2,000500Feet “This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location ofproperty boundaries. Although every effort was made to ensure the accuracy of this data, no such guarantee is given or implied. Utilization of this map indicates the understanding that there is no guarantee to the accuracy of this data.” 200ft Buffer 500ft Buffer SITE Parcels Roads COD ETJ NAA 8/1/20 µ Date: 9/2/2021 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 789 790 791 792 793 794 795 796 797 Page 1 ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING AN INITIAL ZONING DISTRICT AND USE CLASSIFICATION TO A LIGHT INDUSTRIAL (LI) ZONING DISTRICT ON APPROXIMATELY 247.78 ACRES OF LAND, A CHANGE IN THE ZONING DISTRICT AND USE CLASSIFICATION FROM A HIGHWAY CORRIDOR (HC) ZONING DISTRICT TO A LI ZONING DISTRICT ON APPROXIMATELY 25.84 ACRES OF LAND, AND A CHANGE IN THE ZONING DISTRICT AND USE CLASSIFICATION FROM A MIXED-USE REGIONAL (MR) ZONING DISTRICT TO A LI ZONING DISTRICT ON APPROXIMATELY 7.21 ACRES OF LAND, GENERALLY LOCATED ON THE SOUTHWEST CORNER OF I-35 NORTH AND THE FUTURE EXTENSION OF LOOP 288, 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. (Z21-0016a) WHEREAS, the applicant Dennis Chovan of Halff & Associates Inc., on behalf of the property owner, Robert W. Harris, representing the Harris Ranch Ownership, have submitted a request to zone approximately 247.78 acres of land to a Light Industrial (LI) Zoning District, to rezone approximately 25.84 acres of land from a Highway Corridor (HC) Zoning District to a LI Zoning District, and to rezone approximately 7.21 acres of land from a Mixed-Use Regional (MR) Zoning District to a LI Zoning District, legally described in Exhibit “A”, attached hereto and incorporated herein by reference (hereinafter, the “Property”); and WHEREAS, on November 3, 2021, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval (6-0) of the request; and WHEREAS, on December 7, 2021, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 2.7.2 of the Denton Development Code, and is consistent with the Denton Plan 2030 and the Denton Development Code; and WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for a zoning change for the Property, have determined that the proposed zoning district and use classification is in the best interest of the health, safety, morals, and general welfare of the City of Denton, and accordingly, the City Council of the City of Denton is of the opinion and finds that said zoning change is in the public interest and should be granted as set forth herein; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. 798 Page 2 SECTION 2. The zoning district and use classification for the Property is hereby changed to Light Industrial (LI) Zoning District. SECTION 3. The City’s official zoning map is hereby amended to show the established zoning district and use classification. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record- Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jessie 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. 799 Page 3 __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ Hilary Negron 2021.11.04 10:54:47 -05'00' 800 Page 4 Exhibit A Legal Description 280.83 ACRES TRACT 1 BEING a 225.58 acre tract of land situated in the Robert Whitlock Survey, Abstract Number 1403, N. Wade Survey, Abstract Number 1407, and the B.B.B and C.R.R. Company Survey, Abstract Number 141, Denton County, Texas, and being all of a called 75.492 acre tract of land described as “Parcel I” in Special Warranty Deed to Robert W. Harris Heritage Trust, as recorded in Document Number 2012-139301 of the Real Property Records of Denton County, Texas (R.P.R.D.C.T.), and all of a called 7.937 acre tract of land described in Warranty Deed to Robert W. Harris, as recorded in Clerk’s File Number 93-R0043112, R.P.R.D.C.T., and all of the tracts of land described as “Parcel I”, “Parcel II” and “Parcel III” in Special Warranty Deed to Robert Woodson Harris, as recorded in Document Number 2012-139304, R.P.R.D.C.T., and all of a called 8.000 acre tract of land described as “Tract II” in Special Warranty Deed to Lisa J. Harris Trust, as recorded in Document Number 2018-118132, R.P.R.D.C.T., and all of a called 8.000 acre tract of land described as “Tract III” in Special Warranty Deed to Richard A. Harris, III Investment Trust, as recorded in Document Number 2018-118133, R.P.R.D.C.T., and all of a called 6.362 acre tract of land described as “IV” in Special Warranty Deed to Richard and Joneel Harris Living Trust, as recorded in Document Number 2018-118131, R.P.R.D.C.T., and part of the remainder of a called 13.071 acre tract of land described in Warranty Deed to Richard A. Harris, Jr., in Clerk’s File Number 93-43111, R.P.R.D.C.T., and all of a called 129.005 acre tract of land described as “Parcel 3” in Special Warranty Deed to Joneel J. Harris, as recorded in Document Number 2021- 6959, R.P.R.D.C.T., and being more particularly described as follows: BEGINNING at the northeast corner (not monumented) of Lot 1, Block A, Western Hills Business Park, an addition to the City of Denton, Denton County, Texas, as recorded in Cabinet H, Page 224 of the Plat Records of Denton County, Texas (P.R.D.C.T.), and the southeast corner of a said 7.937 acre tract, said corner being on the west right-of-way line of Interstate Highway 35 (a variable width right-of-way); THENCE North 89 degrees 51 minutes 30 seconds West, along the south line of said 7.937 acre tract and the south line of said 75.492 acre tract, a distance of 2.935.78 feet to the southwest corner of said 75.492 acre tract, said corner being on the east right-of-way line of Gulf, Central and Santa Fe Railroad (G.C & S.F. RR.)(a variable width right-of-way); THENCE with the east right-of-way line of said G.C. & S.F. RR., the following bearings and distances: North 09 degrees 15 minutes 33 seconds West, along the west line of said 75.492 acre tract, a distance of 192.20 feet to a point for corner; North 16 degrees 14 minutes 37 seconds West, continuing along said west line and the west line of the aforementioned 129.005 acre tract, a distance of 1,436.24 feet to a point for 801 Page 5 corner, said corner being the point of curvature of a non-tangent circular curve to the left, having a radius of 8,669.40 feet, whose chord bears North 18 degrees 05 minutes 55 seconds West, a distance of 548.81 feet; Northerly, along the west line of said 129.005 and said curve, through a central angle of 03 degrees 37 minutes 40 seconds, an arc distance of 548.90 feet to a point for corner; North 27 degrees 34 minutes 40 seconds West, along the west line of said 129.005, a distance of 205.40 feet to a point for corner, said corner being the point of curvature of a non-tangent circular curve to the left, having a radius of 8,644.40 feet, whose chord bears North 22 degrees 21 minutes 39 seconds West, a distance of 331.59 feet; Northerly, along said west line and said curve, through a central angle of 02 degrees 11 minutes 53 seconds, an arc distance of 331.61 feet to a point for corner; North 23 degrees 24 minutes 20 seconds West, along said west line, a distance of 473.95 feet to a point for the northwest corner of said 129.005 acre tract; THENCE South 89 degrees 35 minutes 12 seconds East, with the north line of said 129.005 acre tract, a distance of 3,694.40 feet to the northeast corner of said 6.362 acre tract, said corner being on the west right-of-way line of the aforementioned Interstate Highway 35; THENCE with the west right-of-way line of said Interstate Highway 35, the following bearings and distances: South 05 degrees 44 minutes 49 seconds East, a distance of 620.62 feet to a point for corner; South 09 degrees 25 minutes 28 seconds East, a distance of 470.24 feet to a point for corner; South 03 degrees 26 minutes 23 seconds East, a distance of 1,916.60 feet to the POINT OF BEGINNING AND CONTAINING 225.58 acres (9,826,182 square feet) of land, more or less. TRACT 2 BEING a 55.25 acre tract of land situated in the Robert Whitlock Survey, Abstract Number 1403, Denton County, Texas, and being all of a called 33.417 acre tract of land described as “Parcel 2” and all of a called 21.776 acre tract of land described as “Parcel 1” in Special Warranty Deed to Joneel J. Harris, successor trustee of the martial trust created under the Richard and Joneel Harris living trust dated October 26, 2017, as recorded in Document Number 2021-6959 of the Real Property Records of Denton County, Texas (R.P.R.D.C.T.), and being more particularly described as follows: COMMENCING at the northeast corner (not monumented) of Lot 1, Block A, Western Hills Business Park, an addition to the City of Denton, Denton County, Texas, as recorded in Cabinet H, Page 224 of the Plat Records of Denton County, Texas (P.R.D.C.T.), and the southeast corner 802 Page 6 of a called 7.937 acre tract of land described in Warranty Deed to Robert W. Harris, as recorded in Clerk’s File Number 93-R0043112, R.P.R.D.C.T., said corner being on the west right-of-way line of Interstate Highway 35 (a variable width right-of-way); THENCE North 89 degrees 51 minutes 30 seconds West, along the south line of said 7.937 acre tract and the south line of a called 75.492 acre tract of land described as “Parcel I” in Special Warranty Deed to Robert W. Harris Heritage Trust, as recorded in Document Number 2012- 139301, R.P.R.D.C.T. and over and across Gulf, Central and Santa Fe Railroad (G.C & S.F. RR.)(a variable width right-of-way), a distance of 3,067.77 feet to the southeast corner of said 33.417 acre tract for the POINT OF BEGINNING; THENCE North 89 degrees 51 minutes 30 seconds West, along the south line of said 33.417 acre tract, a distance of 1,262.98 feet to the southwest corner of said 33.417 acre tract; THENCE North 00 degrees 00 minutes 32 seconds East, along the west line of said 33.417 acre tract and said 21.776 acre tract, a distance of 3,013.24 feet to the northwest corner of said 21.776 acre tract; THENCE South 89 degrees 35 minutes 12 seconds East, along the north line of said 21.776 acre tract, a distance of 245.19 feet to the northeast corner of said 21.776 acre tract, said corner being on the west right-of-way line of said G.C. & S.F. RR.; THENCE with the west right-of-way line of said G.C. & S.F. RR., the following bearings and distances: South 23 degrees 24 minutes 20 seconds East, along the east line of said 21.776 acre tract, a distance of 529.19 feet to a point for corner, said corner being the point of curvature of a non-tangent circular curve to the right, having a radius of 8,519.40 feet, whose chord bears South 19 degrees 49 minutes 52 seconds East, a distance of 1,078.54 feet; Southerly, along the east line of said 21.776 and said curve, through a central angle of 07 degrees 15 minutes 30 seconds, an arc distance of 1,079.26 feet to a point for corner; South 16 degrees 14 minutes 37 seconds East, along the east line of said 21.776 and the aforementioned 33.417 acre tract, a distance of 1,577.33 feet to the POINT OF BEGINNING AND CONTAINING 55.25 acres (2,406,814 square feet) of land, more or less. 803 DaZ21-0016aHarris Ranch1December 7, 2021City Council Meeting1804 RequestLight Industrial (LI) Zoning District oInitial zoning district on approximately 247.78 acresoZoning change from a Highway Corridor (HC) Zoning District on approximately 25.84 acresoZoning change from a Mixed‐Use Regional (MR) Zoning District on approximately 7.21 acres 12/7/20212File ID: Z21-0016a805 12/7/20213File ID: Z21-0016aBackground•247.78 acres annexed into the city on September 14, 2021•In 2019 the properties in the city at the time transitioned to HC and MR Zoning Districts•Conceptual Site Plan ‐ 10 Logistics Center Buildings •Gas Well Development, Agricultural, Rural Single‐family Detached Dwelling and Retail806 12/7/20214File ID: Z21-0016aConceptual Site Plan807 File ID: Z21-0016a12/7/20215Criteria for Approval - DDC Subchapter 2Summary:Proposal is consistent with the Future Land Use Map and the goals and policies of the Comprehensive Plan.Proposal is consistent with LI purpose statement.Zoning is not expected to generate significant adverse environmental, infrastructure, or fiscal impacts.Utilities and Infrastructure can be extended to serve the subject property.General Approval Criteria for All Applications (Sec. 2.4.5E) 1. General Criteria2. Prior Approvals3. Consistent with the Comprehensive Plan and Other Applicable Plans4. Compliance with this DDC5. Compliance with other regulations6. Consistent with Interlocal and Development Agreements7. Minimizes Adverse Environmental Impacts8. Minimizes Adverse Impacts on surrounding Property9. Minimizes Adverse Fiscal Impacts10. Compliance with Utility, Service, and Improvement Standards11. Provides Adequate Road Systems12. Provides Adequate Public Services and Facilities13. Rational Phasing PlanZoning Criteria for Approval (Sec 2.7.2.D)a. The proposed rezoning is consistent with the Future Land Use Map designation.b. The proposed rezoning is consistent with relevant Small Area Plan(s). c. The proposed rezoning is consistent with the purpose statement of the proposed zoning district, as provided in Subchapter 3, Zoning Districts.d. There have been or will be significant changes in the area to warrant a zoning change.e. The intensity of development in the new zoning district is not expected to create significantly adverse impacts to surrounding properties or the neighborhood.f. Public facilities and services are available to adequately serve the subject property while maintaining adequate level of service to existing development.g. There was an error in establishing the current zoning district.808 12/7/20216Notification•Signs posted•Newspaper and City’s website notice•Mailed notices •200 ft. Public Hearing Notices mailed: 24 •500 ft. Courtesy Notices mailed: 45 •Responses:•In Opposition: 0•In Favor: 4•Neutral: 0•No neighborhood meetingsFile ID: Z21-0016a809 12/7/20217Recommendation•The Planning and Zoning Commission voted [6‐0] to recommendapprovalof the request.•Staff recommendsapprovalof the initial zoning and zoning changerequest to a Light Industrial (LI) Zoning District as it complies withthe criteria in Section 2.4.5E of the Denton Development Code(DDC) for approval of all applications, and Section 2.7.2D of the DDCfor approval of a Zoning Change.File ID: Z21-0016a810 12/7/20218File ID: Z21-0016aQuestions?811 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:Z21-0015a,Version:1 AGENDA CAPTION 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 Residential Rural (RR)District to Residential 1 (R1)District on approximately 1.00 acre of land generally located on the north side of Miller Road,approximately 190 feet east of the intersection of Masch Branch Road and Miller Road,within 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 recommend approval of the request. (Z21-0015a) City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™812 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services IDCM: David Gaines DATE: December 7, 2021 SUBJECT 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 Residential Rural (RR) District to Residential 1 (R1) District on approximately 1.00 acre of land generally located on the north side of Miller Road, approximately 190 feet east of the intersection of Masch Branch Road and Miller Road, within 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 recommend approval of the request. (Z21-0015a) BACKGROUND The applicant, Jason Labrum, is requesting to rezone 1.00 acre from a RR District to a R1 District to develop the site with a single-family residential use. The subject property is currently vacant. Based on historic aerials, the subject property has not previously been developed. The subject property was annexed into the City in 2010 along with several other properties in this area of the City as part of the City’s overall annexation plan to close gaps and holes in the City limits boundaries. Following annexation, the property was assigned the placeholder zoning designation “RD-5X” under the 2002 Denton Development Code (DDC). The zoning of the property transitioned to RR with the adoption of the 2019 DDC. The RR District has a minimum lot size requirement of 5 acres, so in order to plat the property to allow for the development of a single-family residence, a zoning change to a district allowing for a 1-acre lot size is required. Most of the surrounding properties are zoned RR District. A property southeast of the subject property was recently rezoned in October 2021 from RR to R1. North of the subject property is undeveloped land that is within the Denton City limits and zoned RR. The future land use designation for the subject property is Business Innovation designation, which is intended for larger scale office, employment, and manufacturing uses and supportive residential and commercial uses. Also, the Business Innovation Land Use is a Mixed Use Designation, and residential development is not entirely discouraged within these areas because the designation acknowledges that housing may be needed to serve employment areas that would otherwise be located in the Business Innovation area. The proposed zoning of R1 District is not fully consistent with the Future Land Use designation; however, it is consistent with the overall goals of the Denton Plan 2030 related to maintaining the character of existing City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 813 residential areas and fits the nature and surrounding development pattern of the subject area. Furthermore, a master developer acquiring all the residences along Miller Road and redeveloping the entire neighborhood for non-residential uses will likely not occur, thus deviating from the future land use plan is appropriate in this instance. Lastly, per DDC Section 2.4.5.E.3.b., the City may approve an application that furthers the overall goals of the Comprehensive Plan even if the development does not match the future land use designation in the Comprehensive Plan (i.e. the Future Land Use Map). A full Staff Analysis is provided in Exhibit 2. PLANNING AND ZONING COMMISSION On November 17, 2021 the Planning and Zoning Commission held a public hearing and recommended approval [6-0] of the requested rezoning. There was no discussion regarding the request, and no members of the public spoke at the hearing. OPTIONS 1. Approve 2. Deny 3. Postpone Item. RECOMMENDATION The Planning and Zoning Commission voted [6-0] to recommend approval of the request. Staff recommends approval of the request as it complies with the criteria in Section 2.4.5.E of the Denton Development Code (DDC) for approval of all applications, and Section 2.7.2.D of the DDC for approval of a zoning change. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action May 4, 2010 City Council City-wide Annexation Approved [Ordinance 2010-124] November 17, 2021 Planning & Zoning Commission Rezoning from RR to R1 Recommend Approval [6-0] PUBLIC OUTREACH: Eight (8) notices were sent to property owners within 200 feet of the subject property, and ten (10) postcards were mailed to current residents within 500 feet of the subject property. As of the issuance of this report, staff has not received any responses in support or opposition of this request. A notice was published in the Denton Record Chronicle on October 30, 2021. A notice was published on the City’s website on November 2, 2021. One sign was posted on the property on October 29, 2021. Photos of the posted signs are included in Exhibit 8. The applicant did not hold a neighborhood meeting. DEVELOPER ENGAGEMENT DISCLOSURES No developer contact disclosures have been provided to staff from members of this body as of the issuance of this report. 814 EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Site Location Map 4. Existing Zoning Map 5. Proposed Zoning Map 6. Future Land Use Map 7. Permitted Use Comparison 8. Notification Response Map and Affidavit of Sign Posting 9. Draft Ordinance 10. Presentation Respectfully submitted: Tina Firgens, AICP Deputy Director of Development Services/ Planning Director Prepared by: Hayley Zagurski Assistant Planning Director 815 Planning Staff Analysis Z21-0015a/Residential Zoning City Council District #3 REQUEST: Rezone approximately 1.00 acre from a Residential Rural (RR) District to a Residential 1 (R1) District. STAFF RECOMMENDATION: Staff recommends approval of the request as it complies with the criteria in Section 2.4.5.E of the Denton Development Code (DDC) for approval of all applications, and Section 2.7.2.D of the DDC for approval of a zoning change. SITE DATA: The 1.00-acre subject property, located on the north side of Miller Road and approximately 190 feet east of Masch Branch Road, is an undeveloped property and is currently not platted. The property has 158.30 feet of frontage along Miller Road. Miller Road is a Residential Street per the City’s Mobility Plan and is constructed with two travel lanes. Based on historic aerials, the subject property was used for agriculture use. Additionally, the subject property was created by metes and bounds and is a portion of the originally platted Lot 7, Little Brook Estates in 1963, recorded in Volume 489 Page 269, Deed Records, Denton County, Texas. The property owner intends to develop the subject property as a single-family home. Development along Miller Road is comprised primarily of large single-family lots. The large lots range from 0.5 acres to 1.4 acres. The lots are blended with the surrounding area uses along Masch Branch Road. Masch Branch Road has single family, agriculture, and industrial uses located along it. Miller Road extends east of Masch Branch Road and only serves the existing single-family neighborhood that the subject property is located within. 816 SURROUNDING ZONING AND USES: Northwest: Zoning: RR district Use: Undeveloped North: Zoning: RR district Use: Undeveloped Northeast: Zoning: RR district Use: Undeveloped West: Zoning: RR district Use: Single-Family Detached Dwelling SUBJECT PROPERTY East: Zoning: RR district Use: Single-Family Detached Dwelling Southwest: Zoning: RR district Use: Single-Family Detached Dwelling South: Zoning: RR district Use: Single-Family Detached Dwelling Southeast: Zoning: R1 district Use: Undeveloped CONSIDERATIONS: A. Section 2.4.5.E of the DDC provides approval criteria applicable to all applications. 1. General Criteria a. Unless otherwise specified in this DDC, City review and decision-making bodies must review all development applications submitted pursuant to this subchapter for compliance with the general review criteria stated below. The review criteria were applied as required. b. The application may also be subject to additional review criteria specific to the type of application, as set forth in sections 2.5 through 2.9. Section 2.7.2.D of the DDC applies to this rezoning request. An analysis of this request per those criteria can be found below in Consideration B. c. If there is a conflict between the general review criteria in this section and the specific review criteria in sections 2.5 through 2.9, the applicable review criteria in sections 2.5 through 2.9 controls. There are no conflicts between the general criteria and the criteria specific for zoning requests. 2. Prior Approvals There are no prior approvals for this project. 3. Consistent with the Comprehensive Plan and Other Applicable Plans The decision–making authority: a. Shall weigh competing goals, policies, and strategies. There are no competing goals, policies, or strategies with this proposal. 817 b. May approve an application that furthers the overall goals of the Comprehensive Plan even if the development does not match the future land use designation in the Comprehensive Plan. Future Land Use The future land use designation for the subject property is Business Innovation designation, which is intended for larger scale office, employment, and manufacturing uses and supportive residential and commercial uses. Also, the Business Innovation Land Use is a Mixed Use Designation, and residential development is not entirely discouraged within these areas because the designation acknowledges that housing may be needed to serve employment areas that would otherwise be located in the Business Innovation area. Given that the subject property is located on the urban fringe of the city along a historically very low-density residential street with other single-family residences, coupled with limited roadway connectivity and rural roadway sections, the current development pattern for the subject site and the lots immediately adjacent are appropriate in this area. While the proposed R1 zoning is not fully consistent with the Business Innovation designation, it is consistent with the nature of the surrounding area as it permits a very low-density housing type at a scale and character typically found in the subject area, and it continues to provide housing options within the vicinity of other larger properties that are more likely to develop as large-scale developments accommodating employment and manufacturing uses. Lastly, a master developer acquiring all the residences along Miller Road and redeveloping the entire neighborhood for non-residential uses will likely not occur, thus deviating from the future land use plan is appropriate in this instance. 818 Element 2.9: Promote the stability and livability of established neighborhoods… The subject property is located within a well-established large-lot single family development. Under Goal LU-3 of the Comprehensive Plan related to maintaining and strengthening neighborhoods, infill is encouraged of vacant lots within residential areas, and such infill development is encouraged to be at a similar scale and compatible with the character of the surrounding area. The proposed rezoning to R1 is intended to allow development a single-family home on a lot of comparable size to the rest of the lots along Miller Road. 4. Compliance with this DDC The proposed development shall comply with all applicable standards in this DDC, unless the standard is to be lawfully modified. This request is for a rezoning of the subject site. All subsequent development on this site will comply with applicable standards in the DDC, including, but not limited to, minimum lot size and dimensions, building coverage, access, parking, tree preservation, and landscaping. Compliance with these standards is applied at the level of detail required for the subject submittal. Typically, a rezoning to one of the DDC’s established districts does not include a full review of all development standards. If the proposed rezoning is approved, prior to development, a detailed review will accompany all required engineering, tree preservation, and building permit submittals. 5. Compliance with Other Applicable Regulations This proposed rezoning complies with all other applicable regulations. 6. Consistent with Interlocal and Development Agreements There are no interlocal or development agreements for the subject site. 7. Minimizes Adverse Environmental Impacts The proposed rezoning would not introduce new uses to the general area and is not located adjacent to or in a floodplain. Further, there are no Environmentally Sensitive Areas within the subject property, and the future development of this site will be required to comply with the DDC’s tree preservation requirements. Therefore, no adverse environmental impacts area anticipated. 8. Minimizes Adverse Impacts on surrounding Property The proposed rezoning is consistent with the surrounding zoning and development pattern. Many properties which front Miller Road are zoned RR District. The existing land use pattern along Miller Road includes residential, farming, and ranching uses. This development pattern is expected and encouraged on the periphery of the City. 819 The proposed rezoning would allow for the development of a single-family detached dwelling that would be complimentary to the area, by maintaining the primarily rural scenic character through the development of a single-family home on a one-acre lot. 9. Minimizes Adverse Fiscal Impacts This proposed rezoning is not anticipated to create adverse fiscal impacts as it is an infill development located on an existing roadway and water utility network, and can be served by on-site septic, consistent with the surrounding development pattern. Compliance with Utility, Service, and Improvement Standards This proposed rezoning will not affect utilities, services, or improvements. When the site is developed, it will be reviewed to ensure compliance with all applicable standards. Provides Adequate Road Systems The subject property is located on a Residential Street, which is a street that serves as an access to only the neighborhood. New development must comply with all applicable standards to ensure adequate access. 820 Provides Adequate Public Services and Facilities This proposed rezoning is not anticipated to negatively impact public services and facilities. New development must comply with all applicable standards to ensure adequate public services and facilities are available. 13. Rational Phasing Plan This proposed rezoning does not have a phasing plan. Section 2.7.2.D of the DDC states that an application for a rezoning may be approved based on the following conditions: a. The proposed rezoning is consistent with the Comprehensive Plan. As discussed in 3.b above, the proposed zoning of R1 District is not fully consistent with the Future Land Use designation; however, it is consistent with the overall goals of the Denton Plan 2030 related to maintaining the character of existing residential areas and fits the nature and surrounding development pattern of the subject area. As stated previously, a master developer acquiring all the residences along Miller Road and redeveloping the entire neighborhood for non-residential uses will likely not occur, thus deviating from the future land use plan is appropriate in this instance. b. The proposed rezoning is consistent with relevant Small Area Plan(s). There is no small area plan approved for this site. c. The proposed rezoning is consistent with the purpose statement of the proposed zoning district, as provided in Subchapter 3, Zoning Districts. Per Section 3.2.2A, “The R1 District is intended to preserve existing single-family neighborhoods and to ensure that any new development promotes conservation of scenic rural open space and is compatible with existing land uses, patterns, and design standards. The R1 district can be used as a transitional district between rural development and large lot residential neighborhoods.” The requested R1 District is consistent with the purpose statement, allowing for the development of a single-family detached dwelling that conserves rural open space and is consistent with other large lot residential development around and to the south of the subject property. Additionally, the R1 District would not introduce new uses or development patterns to the area. Although the R1 District allows for a minimum lot size of 32,000 square feet, since the subject property will be served by on-site septic a minimum of 1 acre is required for each lot. d. There have been or will be significant changes in the area to warrant a zoning change. There have been no significant changes in the area. The current lot is zoned an RR District; however, to meet dimensional standards of the current Denton Development Code, the RR District requires a minimum lot area of 5 acres. The 821 subject property is approximately 1.00 acre and could not be platted and developed under the current zoning. Based on the land use for the area, rezoning to a R1 District would be consistent with the current surrounding land uses, by providing the opportunity to build a single-family detached dwelling that promotes conservation of rural open space and is compatible with existing land uses, patterns, and design standards, meeting the policies and goals of the Denton Development Code. Additionally, it is important to note that the rezoning would not introduce new uses to the area. There are residential uses to the north, south, east and west of the subject property. e. The intensity of development in the new zoning district is not expected to create significantly adverse impacts to surrounding properties or the neighborhood. The following impact analysis is based upon the intended use indicated by the applicant. Transportation The scope includes the proposed future development of a single-family detached dwelling. The property would have one driveway connection to Miller Road. Therefore, the proposed future development is not expected to create significant adverse impacts to current transportation levels in the surrounding area and/or neighborhood. Roadway Impact Fees Roadway impact fees, paid at the time of development, are determined using a proportionality calculation based on the proposed uses and projected vehicle trips. These fees will be assessed based on plans submitted and are used to make roadway system improvements related to the Mobility Plan. Access and Perimeter Street Improvements The subject property has frontage along Miller Road, a Residential Street. f. Public facilities and services are available to adequately serve the subject property while maintaining adequate level of service to existing development. Schools Currently the subject property is within the Krum Independent School District and within the school attendance zones for Blanche Dodd Elementary School, Krum Middle School, and Krum High School. One single-family lot is not expected to have a negative impact on the student capacity of these schools. Parks The subject property is located approximately 5.1 miles from North Lakes Park. This distance does not meet the Park Department’s goal of a 10-Minute Walk to a Park. However, based upon the existing development pattern along Miller Road significant open space for the recreation and enjoyment of the future residents is expected to remain within the existing 1-acre lot upon development. 822 Water and Wastewater Public water service is available to the site; however, wastewater service is not available. The subject property can be served by on-site septic. Water and wastewater tap and impact fees will be based upon the intensity of the development and are required to be paid during permitting, as applicable. Nearest Fire Station The subject property is approximately 4.6 miles from Denton City Fire Station 5 (2230 W. Windsor Drive) and is not within the eight minutes or less response time boundary. g. There was an error in establishing the current zoning district. There was not an error in the assignment of the current zoning district, which transitioned from the placeholder designation of RD-5X assigned to this property and many others in the area following their annexation into the City in 2010. The RD-5X designation required the same 5-acre minimum lot size as the current RR District. However, to meet current standards of the development code, the property must be rezoned to a district with a smaller minimum lot size to allow the property to be platted for a single-family detached dwelling to be constructed in the future. Therefore, the existing RR District is no longer appropriate, and the R1 District dimensional and development standards are consistent with the character of development in the surrounding area. 823 DARBYSMITHMILLER MASCH BRANCHJACKSON Z21-0015Site Location 0 250 500125Feet “This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location ofproperty boundaries. Although every effort was made to ensure the accuracy of this data, no such guarantee is given or implied. Utilization of this map indicates the understanding that there is no guarantee to the accuracy of this data.” SITE Parcels Roads COD ETJ NAA 8/1/20 µ Date: 10/13/2021 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 824 DARBYSMITHMILLER MASCH BRANCHJACKSON RR R1 R2 Z21-0015Current Zoning Map 0 250 500125Feet “This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location ofproperty boundaries. Although every effort was made to ensure the accuracy of this data, no such guarantee is given or implied. Utilization of this map indicates the understanding that there is no guarantee to the accuracy of this data.” SITE Parcels Roads µ Date: 11/10/2021 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE RR - Residential Rural R1 - Residential R2 - Residential R3 - Residential R4 - Residential R6 - Residential R7 - Residential MN - Mixed-Use Neighborhood MD - Mixed-Use Downtown Core MR - Mixed-Use Regional HC - Highway Corridor SC - Suburban Corridor GO - General Office LI - Light Industrial HI - Heavy Industrial PF - Public Facilities PD - Planned Development MPC OVERLAY 825 DARBYSMITHMILLER MASCH BRANCHJACKSON RR R1 R2 Z21-0015Proposed Zoning Map 0 250 500125Feet “This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location ofproperty boundaries. Although every effort was made to ensure the accuracy of this data, no such guarantee is given or implied. Utilization of this map indicates the understanding that there is no guarantee to the accuracy of this data.” SITE Parcels Roads µ Date: 11/10/2021 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE RR - Residential Rural R1 - Residential R2 - Residential R3 - Residential R4 - Residential R6 - Residential R7 - Residential MN - Mixed-Use Neighborhood MD - Mixed-Use Downtown Core MR - Mixed-Use Regional HC - Highway Corridor SC - Suburban Corridor GO - General Office LI - Light Industrial HI - Heavy Industrial PF - Public Facilities PD - Planned Development MPC OVERLAY R1 826 Business Innovation Rural Areas DARBYSMITHMILLER MASCH BRANCHJACKSON Z21-0015Future Land Use Map 0 250 500125Feet “This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location ofproperty boundaries. Although every effort was made to ensure the accuracy of this data, no such guarantee is given or implied. Utilization of this map indicates the understanding that there is no guarantee to the accuracy of this data.” SITE Parcels Roads Future Land Use Rural Areas Business Innovation µ Date: 10/13/2021 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 827 Comparison of Permitted Uses Table 5.2-A: Table of Allowed Uses P = permitted S = specific use permit required Blank cell = use prohibited + = use-specific standards apply Residential Mixed-Use Corridor Other Nonresidential Use-Specific Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF Residential Uses Household Living Single-Family Detached Dwelling P+ P+ P+ P+ P+ P+ P+ P+ 5.3.3A Townhome S+ P+ P+ P+ P+ P+ 5.3.3B Duplex S+ P+ P+ P+ P+ P+ 5.3.3C Triplex P+ P+ P+ P+ P+ 5.3.3C Fourplex P+ P+ P+ P+ P+ 5.3.3C Multifamily Dwelling S+ P+ P+ P+ S+ S+ 5.3.3D Tiny Home Development Work/Live Dwelling P+ P+ P+ P+ P+ S+ S+ 5.3.3F Manufactured Home Development (HUD Code) S+ S+ 5.3.3G Group Living Chapter House S S P Community Home S+ P+ P+ P+ P+ P+ P+ P+ P+ P+ 5.3.3I Dormitory S S P Elderly Housing S+ S+ P+ P P P 5.3.3H Group Home S+ S+ S+ S+ S+ S+ S+ S+ 5.3.3I Public, Institutional, Religious, and Civic Uses Community and Cultural Facilities Airport, City-Owned P Cemetery, City-Owned P Club or Lodge P S S S S S S+ P+ P P+ P P P P+ P+ 5.3.4A Community Service P P P P P P P P P P P P P P P P Day Care, Adult or Child P S S S S S P P P P P P P P+ 5.3.4B Funeral and Internment Facility S S P P P P Homeless Shelter S+ S+ S+ S+ S+ P+ 5.3.4C Landfill, City-Owned P Park, Playground, Open Space P P P P P P P P P P P P P P P P Religious Assembly P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ 5.3.4D Educational Facilities Business or Trade School P+ P+ P+ P+ P P P P 5.3.4E College or University P P P 828 Comparison of Permitted Uses School, Private P S S S S S S P P P P P P P School, Public P P P P P P P P P P P P P P P P Healthcare Facilities Hospital Services P+ P+ P P 5.3.4F Medical Clinic S+ S+ P+ P+ P P P 5.3.4G Medical Office P+ P+ P+ P+ P+ P P P 5.3.4H Commercial Uses Agricultural and Animal Uses General Agriculture P S+ S+ P 5.3.5A Commercial Stable P S+ S+ 5.3.5B Community Garden P P P P P P P P P P P P P S S S Kennel P+ S+ S+ P+ P+ S+ P+ P+ 5.3.5C Urban Farm P S S S S S S P P P P P P P P Veterinary Clinic P S S P P+ P P P P P 5.3.5D Recreation and Entertainment Amenity Center P P P P P P P P P P P P P P Indoor Recreation Facility P P P P P P P P Outdoor Recreation Facility P P P P P P P S S S P P P P RV Park S+ S+ S+ S+ S+ S+ S+ P+ 5.3.5E Food and Beverage Services Bar, Tavern, or Lounge S+ P P P P P P 5.3.5F Mobile Food Court S+ S+ S+ S+ S+ S+ S+ S+ 5.3.5G Private Club P+ P+ P+ P+ P+ P+ P+ 5.3.5H Restaurant P+ P P P P P P 5.3.5I Restaurant, with Drive- Through S+ S+ P+ P+ P+ P+ P+ 5.3.5J Office, Business, and Professional Services Administrative, Professional, and Government Office S+ S+ S+ P+ P+ P+ P P P P P P P 5.3.5K Bank or Financial Institution S+ P+ P+ P P P P P 5.3.5L Musician Studio P+ P+ P+ P+ P+ P+ P+ P+ 5.3.5M Credit Access Business S+ P+ P P P P P 5.3.5N Printing, Copying, and Publishing Establishment S P P P P P P P Personal Services Laundry Facility, Industrial S S P P Laundry Facility, Self-Service S+ P+ P+ P+ P P P P P 5.3.5O Personal Service, General P P P P P P P Tattoo and Body Piercing Parlor P+ P+ P+ P+ 5.3.5P Retail Sales 829 Comparison of Permitted Uses Building Materials and Supply Store S P P P General Retail Unless Otherwise Specified, Less than 5,000 Square Feet S+ P P P P P P P P P 5.3.5Q General Retail Unless Otherwise Specified, Between 5,000 Square Feet and 15,000 Square Feet P P P P P P P P General Retail Unless Otherwise Specified, More than 15,000 Square Feet S S P P P P P+ P+ 5.3.5R Smoke Shop P P P P Lodging Facilities Bed and Breakfast P+ S+ S+ S+ P+ P+ P+ P+ 5.3.5S Boarding or Rooming House S P P P Hotel P P P P P P P Motel P P P P P Short-Term Rental P+ P+ P+ P+ P+ P+ P+ P+ 5.3.5T Vehicles and Equipment Auto Wash P P P P P P Automotive Fuel Sales S+ S+ P+ P+ P+ P+ P+ P+ 5.3.5U Automotive Repair Shop, Major P+ P+ P+ S+ P+ P+ 5.3.5V Automotive Repair Shop, Minor S+ P+ P+ P+ P+ P+ P+ 5.3.5W Automotive Sales or Leasing P Automotive Wrecking Service, Impound Lot, Junkyard, and Salvage Yard S+ P+ 5.3.5X Equipment Sales and Rental S+ S+ P+ 5.3.5Y Parking Lot as a Principal Use P P P P P P P Travel Plaza P P P Adult Entertainment Establishments Sexually Oriented Business S+ 5.3.5Z Industrial Uses Manufacturing and Processing Craft Alcohol Production S P+ P+ P+ P P P P 5.3.6A Feedlot, Slaughterhouse, or Packaging Plant S S Food Processing, Less than 2,500 Square Feet P+ P+ P+ P+ P+ P+ P+ P+ 5.3.6B 830 Comparison of Permitted Uses Food Processing, More than 2,500 Square Feet S+ S+ P+ P+ P+ P+ P+ P+ 5.3.6C Gas Well P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ Subchapter 6: Gas Wells Manufacturing, Artisan P+ P+ P P P P P P 5.3.6D Manufacturing, Low-Impact S+ P+ P+ P+ P+ P P 5.3.6E Manufacturing, Medium- Impact S S P Manufacturing, High-Impact S Commercial Incinerator, Transfer Station S Storage and Warehousing Outdoor Storage S+ S+ S+ 5.3.6F Self-Service Storage S+ S+ S+ P+ S+ P+ P+ P+ 5.3.6G Storage of Hazardous Materials S Warehouse and Wholesale Facility S+ S+ P P P P 5.3.6H Public and Semi-Public Utility Uses Basic Utilities P P P P P P P P P P P P P P P P Power Stations, Electric Substations, Interchanges, and Switch Stations P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ 5.3.7A Solar Collector as Principal Use S+ S+ S+ S+ P+ 5.3.7B Wind Energy Conversion System (WECS) S+ S+ 5.3.7C Wireless Telecommunications See Section 5.6: Wireless Telecommunications Facilities Accessory Uses Accessory Dwelling Unit P+ P+ P+ P+ P+ P+ P+ P+ 5.4.4A Donation Box 5.4.4B Home Occupation P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ 5.4.4C Outdoor Storage, Accessory P+ P+ P+ P+ P+ 5.4.4D Sale of Produce and Plants Raised on Premises P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ 5.4.4E Solar Collector, (Ground- or Building-Mounted) P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ 5.4.4F Wind Energy Conversion System (WECS), Small (Ground-Mounted) P+ S+ S+ S+ S+ S+ S+ S+ S+ S+ S+ S+ S+ P+ P+ P+ 5.4.4G 831 Comparison of Permitted Uses Wind Energy Conversion System (WECS), Small (Building-Mounted) P+ S+ S+ S+ S+ S+ S+ S+ S+ S+ S+ S+ S+ P+ P+ P+ 0 Temporary Uses Temporary Storage Containers and Other Portable Storage Units P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ 5.5.6A Concrete or Asphalt Batching Plant, Temporary P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ 5.5.6B Farmer's Market or Open Air Market P+ P+ P+ P+ P+ P+ P+ P+ P+ 5.5.4 Field or Construction Office P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ 5.5.6C Seasonal Sales P+ P+ P+ P+ P+ P+ P+ P+ 5.5.4 Special Event P+ P+ P+ P+ P+ P+ P+ P+ P+ 5.5.4 Portable Wireless Telecommunications Facility P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ P+ 5.5.4 832 DARBYSMITHMILLER MASCH BRANCHJACKSON Z21-0015Notification Map 0 250 500125Feet “This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location ofproperty boundaries. Although every effort was made to ensure the accuracy of this data, no such guarantee is given or implied. Utilization of this map indicates the understanding that there is no guarantee to the accuracy of this data.” SITE Parcels Roads COD ETJ NAA 8/1/20 µ 200ft Buffer 500ft Buffer Date: 10/13/2021 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 833 834 835 1 of 3 ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING A CHANGE IN THE ZONING DISTRICT AND USE CLASSIFICATION FROM RESIDENTIAL RURAL (RR) DISTRICT TO RESIDENTIAL 1 (R1) DISTRICT ON APPROXIMATELY 1.00 ACRE OF LAND GENERALLY LOCATED ON THE NORTH SIDE OF MILLER ROAD, APPROXIMATELY 190 FEET EAST OF THE INTERSECTION OF MASCH BRANCH ROAD AND MILLER ROAD, WITHIN 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. (Z21- 0015a) WHEREAS, Jason Labrum, the property owner, has submitted a request to rezone approximately 1.00 acres of land from a Residential Rural (RR) District to a Residential 1 (R1) District, legally described in Exhibit “A”, attached hereto and incorporated herein by reference (hereinafter, the “Property”); and WHEREAS, on November 17, 2021, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval (6-0) of the request; and WHEREAS, on December 7, 2021, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 2.7.2 of the Denton Development Code, and is consistent with the Denton Plan 2030 and the Denton Development Code; and WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for a change in the zoning classification of the Property, have determined that the proposed use is in the best interest of the health, safety, morals, and general welfare of the City of Denton, and accordingly, the City Council of the City of Denton is of the opinion and finds that said zoning change is in the public interest and should be granted as set forth herein; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. The zoning district and use classification for the Property is hereby changed from Residential Rural (RR) to Residential 1 (R1) District. SECTION 3. The City’s official zoning map is hereby amended to show the established zoning district and use classification. 836 Page 2 of 3 SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record- Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jessie 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 837 Page 3 of 3 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ Hilary Negron 2021.11.18 10:19:29 -06'00' 838 1 of 1 EXHIBIT A All that certain tract or parcel of land situated in the James Haney Survey, Abstract 515, Denton County, Texas, and being part of Tract Seven of the Little Brook Estates, recorded in Volume 489, Page 273, Deed Record of said County, and being more particularly described as follows: Commencing at a steel pin and being the southwest corner of Tract Seven-Nine of said Little Brook Estates Addition, said commencing point also being on the east right of way line of Masch Branch Road; Thence South 89 degrees 54 minutes 28 seconds East, passing at 158.30, the southeast corner of said Tract Seven-Nine and the southwest corner of Tract Seven-Ten and continuing along a total distance of 260.46 feet to the POINT OF BEGINNING; Thence North 01 degrees 13 minutes 27 seconds West, a distance of 275.24 feet to a point in the center of Miller Road (a 60 foot road easement) for the northwest corner of the herein described; Thence South 89 degrees 54 minutes 28 seconds East with the center of said road easement, 219.98 feet to a point in said centerline for the northeast corner of the herein described tract; Thence South 00 degrees 03 minutes 10 seconds East, 275.17 feet to a steel pin found on the South line of said Tract Seven and being the southeast corner of Tract Seven-Eleven for the southeast corner of the herein described tract; Thence North 89 degrees 54 minutes 28 seconds West with the South line of said Tract Seven, passing at 158.3 feet, for the southwest corner of Tract Seven-Eleven common with the southeast corner of Tract Seven-Ten and continuing along a total distance of 214.43 feet to the Point of Beginning and containing in all 1.372 acres of land. 839 Da Z21-0015a Residential Zoning 1 December 7, 2021 City Council 1 840 Request & Site Data 12/07/2021 File ID: Z21-0015a 2 •Rezoning 1.00 acres from Residential Rural (RR) to a Residential 1 (R1) District. •Generally located on the north line of Miller Road, approximately 190 feet east of Masch Branch Road. •Subject property is currently vacant and is surrounded by RR, Residential 2 (R2), and Extraterritorial Jurisdiction (ETJ). •Property Owner is requesting the rezoning to allow for site compliance to develop the property for Single- family use. •Planning & Zoning Commission recommended approval (6-0) on November 17, 2021. 841 3 General Approval Criteria for All Applications (Sec. 2.4.5E) 1.General Criteria 2.Prior Approvals 3.Consistent with the Comprehensive Plan and Other Applicable Plans 4.Compliance with this DDC 5.Compliance with other regulations 6.Consistent with Interlocal and Development Agreements 7.Minimizes Adverse Environmental Impacts 8.Minimizes Adverse Impacts on Surrounding Property 9.Minimizes Adverse Fiscal Impacts 10.Compliance with Utility, Service, and Improvement Standards 11.Provides Adequate Road Systems 12.Provides Adequate Public Services and Facilities 13.Rational Phasing Plan 12/07/2021 File ID: Z21-0015a Zoning Criteria for Approval (Sec 2.7.2D)The proposed rezoning is consistent with the Future Land Use Map designation. 1.The proposed rezoning is consistent with relevant Small Area Plan(s). 2.The proposed rezoning is consistent with the purpose statement of the proposed zoning district, as provided in Subchapter 3, Zoning Districts. 3.There have been or will be significant changes in the area to warrant a zoning change. 4.The intensity of development in the new zoning district is not expected to create significantly adverse impacts to surrounding properties or the neighborhood. 5.Public facilities and services are available to adequately serve the subject property while maintaining adequate level of service to existing development. 6.There was an error in establishing the current zoning district. Criteria for approval, DDC Subchapter 2 Summary: ✓R1 zoning is consistent with the nature of the surrounding area on the urban fringe of the City. ✓Business Innovation is a Mixed Use Designation in the Comprehensive Plan and residential development is not entirely discouraged as a supportive use to serve employment areas. ✓The existing neighborhood along Miller Road is unlikely to be redeveloped with non-residential uses. ✓Not expected to generate significant adverse environment, infrastructure, or fiscal impacts. ✓To meet current standards of the development code, the property must be rezoned to a district with a smaller minimum lot size to allow the property to be platted for a single-family detached dwelling to be constructed in the future. 842 Staff recommends approval of the request as it complies with the criteria in Section 2.4.5.E of the Denton Development Code (DDC) for approval of all applications, and Section 2.7.2.D of the DDC for approval of a Zoning Change. The Planning & Zoning Commission recommended approval (6-0) on November 17, 2021. File ID: Z21-0015a12/07/2021 4 Recommendation 843 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2738,Version:1 AGENDA CAPTION Hold a public hearing to receive comments from the public regarding proposed redistricting and plans concerning proposed new boundaries for City of Denton councilmember districts, and provide staff direction regarding such plans. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™844 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Customer Service and Public Affairs CM/ DCM/ ACM: Sara Hensley, Interim City Manager DATE: December 7, 2021 SUBJECT Hold a public hearing to receive comments from the public regarding proposed redistricting and plans concerning proposed new boundaries for City of Denton councilmember districts, and provide staff direction regarding such plans. BACKGROUND Beginning on April 1, 2020, the United States Census Bureau launched its decennial census. Over the course of three months, Denton residents would be counted through the census with the goal of establishing the current population and demographics of the City. After a delay due to the COVID-19 pandemic, census data was available in September 2021. The City of Denton’s 2020 population is 139,869 versus 116,326 in 2010, an increase of 23,543 or 20.2%. After each census, the City of Denton has the opportunity to review its City Council districts to determine if population changes would require them to be redrawn. Redistricting is required for the purpose of balancing the population between Council districts if census data indicates that the populations have shifted beyond permissible deviation. On Oct. 19, the City Council received a work session report illustrating that, based on the 2020 census, redistricting would not be required under law as the districts appeared to be sufficiently balanced. At the meeting, City Council directed staff to move forward with the redistricting process in order to further optimize the districts and achieve greater balance. On Oct. 26, the City Council approved redistricting criteria and public input guidelines to be used as it considers modifications to district boundaries. Additionally, a timeline was presented to the Council that outlines the general steps of the redistricting process: • Oct. 26, 2021 – Consider Criteria and Input Guidelines • Oct. 27, 2021 – Begin Public Input Period • Nov. 16, 2021 – Drawing Session • Dec. 7, 2021 – Public Hearing • Dec 14, 2021 – Final Adoption • Early January – Polling Location Discussion On Nov. 16, The City Council held a drawing session as part of the Council Work Session and discussed potential alternative district boundaries. During this session, the Council discussed two separate Council City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 845 member-submitted maps: one by Council Member Beck and the other by Council Member Davis (see attachment). To provide additional opportunity for discussion, a second drawing session was added to the Council schedule for Dec. 6, 2021. Additional redistricting plan proposals developed during this drawing session, if any, will be provided to the Council and made available to the public prior to the public hearing. DISCUSSION The Council has the opportunity to discuss four possible district plans: • Plan A – Current District Boundaries • Plan B – Submission by Council Member Beck • Plan C – Submission by Council Member Davis • Plan D – Second Submission by Council Member Davis These plans, and any additional proposals recommended for public input by the Council, will be available for public comment during the public hearing. OPTIONS n/a PRIOR ACTION/REVIEW (Council, Boards, Commissions) Dec. 6 – Council Drawing Session (scheduled) Nov. 16 – Council Drawing Session Oct. 19 – Work Session Discussion Oct. 26 – Approval of Redistricting Criteria and Public Input Guidelines EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Submitted Redistricting Plans and Current District Map Exhibit 3 – Presentation (to be submitted prior to meeting) Respectfully submitted: Ryan Adams Interim Chief of Staff 846 2 3 4 1 LegendCouncil Districts - BenchmarkCouncil District1234 City of Denton Council Districts Plan A © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census BureauCreated 9/24/21E0 1.5 30.75 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SASources: Esri, USGS, NOAA 847 4193 1007 4192 1000 4191 1010 1058 4185 4189 1056 2067 4187 1004 4190 2068 4184 1045 1055 1001 4165 1012 4186 1008 2074 1011 1057 2069 1059 1044 4179 4194 2073 31594183 9201 2075 4178 4181 4167 1046 2071 4164 4169 2072 31604197 1054 4195 9202 9200 4161 4177 1061 4163 1013 1064 4176 4180 10631062 4182 1006 4196 4168 4170 1060 4166 1065 2076 1005 4162 4174 2078 1066 3158 1003 4172 4198 4171 1002 1053 4175 2070 4188 10434173 1047 9101 2 3 4 1 LegendDenton County - Final Election PrecinctsCouncil District 1234City of Denton Plan AOverlay of Adopted Denton County Election Precincts © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census BureauCreated 12/1/2021E0 1.5 30.75 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 848 4002 4001 4003 4000 4004 1009 4017 1010 4044 4035 4011 1013 4036 4005 4038 1016 4012 1021 1018 4037 4018 1046 4009 1020 4007 4042 10221019 4015 1011 1012 4041 1015 1017 4006 4008 4045 4040 4010 4014 3001 1023 4016 4019 4020 3002 1024 4046 4039 4013 1038 1014 10081008 1039 3001 1008 3 2 4 1 Legend2020 VTD'sCouncil District1234 City of Denton Council District 3 Plan A © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census BureauCreated 9/24/21E0 1.5 30.75 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SASources: Esri, USGS, NOAA 849 1013 4011 4012 4004 10244044 1010 1016 4005 1018 4037 4009 4007 4015 1007 4041 1015 1017 4006 1020 1023 1012 4008 4045 4010 4040 1046 4014 4039 1019 4038 4013 1038 1009 1014 1039 1011 1022 3000 4003 2 3 4 1 Legend2020 VTD'sCouncil District1234 City of Denton Council District 1 Plan A © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census BureauCreated 9/24/21E0 1.5 30.75 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SASources: Esri, USGS, NOAA 850 4017 4004 4003 4044 1013 4011 4012 3001 1024 1016 1023 4018 1021 1018 4037 1046 1020 1022 3000 1019 4015 4041 1015 1017 40204019 4045 3002 4007 4002 4046 4009 4014 4035 4010 4039 4016 40084038 1007 4013 1038 1014 1039 4001 3 4 1 2 Legend2020 VTD'sCouncil District1234 City of Denton Council District 4 Plan A © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census BureauCreated 9/24/21E0 1.5 30.75 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SASources: Esri, USGS, NOAA 851 1008 4000 1005 1000 4002 1003 1009 4001 1006 1007 4003 1053 1025 1013 1010 1001 4004 4011 10244044 1041 4012 40054038 1027 1045 20281016 1002 1047 1018 4037 4009 4042 4007 1026 1023 4015 1020 1011 1046 1012 3000 4041 1015 1017 1054 4006 2035 4008 1019 1048 4045 4040 4010 1022 1037 4014 1057 2032 4039 2030 4013 1038 4035 1004 1014 1039 4017 2 3 4 1 Legend2020 VTD'sCouncil District1234 City of Denton Council District 2 Plan A © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census BureauCreated 9/24/21E0 1.5 30.75 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SASources: Esri, USGS, NOAA 852 Persons DeviationDistrict Hispanic % of Total Population Non-Hispanic Anglo % of Total Population Black % of Total Population Asian % of Total Population Other % of Total Pop. Ideal Size Hispanic ANGLO Black Haw Pac. Isl.Asian HAW/ PAC % of Total Pop. Other Two or More Races AM Indian Native IND / NAT % TOT Pop. Two or More Races % Tot Pop 1 34,705 -0.71%31.43%41.26%18.52%3.62%0.33%34,954 10,907 14,320 6,427 1,256 29 0.08%114 1,5291230.35%4.41% 2 36,387 4.10%25.59%57.50%8.18%2.65%0.38%34,954 9,312 20,921 2,977 963 39 0.11%140 1,8421940.53%5.06% 3 33,670 -3.67%19.76%59.98%9.49%6.16%0.41%34,954 6,653 20,196 3,196 2,074 42 0.12%138 1,2061670.50%3.58% 4 35,053 0.28%21.57%60.11%8.02%4.95%0.30%34,954 7,561 21,070 2,813 1,735 42 0.12%105 1,5841390.40%4.52% Some percentages may be subject to rounding errors. Ideal Size: 34,954 Total Population: 139,815 Overall Deviation: 7.77% City of Denton Council Districts - Plan A Demographics Report - Detailed 2020 Census Total Population Plan Last Edited on: 9/24/2021 2:28:14 PM 9/24/2021 3:01:31 PMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 Page: 1 853 Total VAPDistrict % Hispanic VAP % Anglo VAP % Black VAP % Asian VAP % Other VAP Hispanic VAP Anglo VAP Black VAP HAW/PAC VAP Asian VAP % HAW/PAC VAP Other VAP AM IND NATIVE VAP % AM IND NATIVE VAP Two or More Races VAP % Two or more VAP 1 27,832 28.45%18.23%0.31%7,918 1,099 28 0.10%8745.00% 5,073 3.95% 91 0.33%1,013 3.64%12,524 2 28,043 22.15%7.88%0.35%6,212 770 28 0.10%9761.93% 2,209 2.75% 170 0.61%1,194 4.26%17,366 3 29,621 18.00%9.81%0.36%5,333 1,967 39 0.13%10661.31% 2,907 6.64% 153 0.52%952 3.21%18,162 4 26,865 18.76%7.83%0.31%5,039 1,416 37 0.14%8263.55% 2,104 5.27% 122 0.45%996 3.71%17,072 Some percentages may be subject to rounding errors. * VAP - Voting Age Population City of Denton Council Districts - Plan A Demographics Report - Detailed 2020 Census Voting Age Population Plan Last Edited on: 9/24/2021 2:28:14 PM 9/24/2021 3:02:05 PMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 Page: 1 854 Persons DeviationDistrict Hispanic % of Total Population Non-Hispanic White % of Total Population Non-Hispanic Black % of Total Population Non-Hispanic Asian % of Total Population Non-Hispanic Other % of Total Population Ideal Size 1 34,705 -0.71%31.43% 41.26%3.62% 5.17%34,954 18.52% 2 36,387 4.10%25.59% 57.50%2.65% 6.09%34,954 8.18% 3 33,670 -3.67%19.76% 59.98%6.16% 4.61%34,954 9.49% 4 35,053 0.28%21.57% 60.11%4.95% 5.33%34,954 8.02% Some percentages may be subject to rounding errors. Ideal Size: 34,954 Total Population: 139,815 Overall Deviation: 7.77% City of Denton Council Districts - Plan A Demographics Report - Summary 2020 Census Total Population Plan Last Edited on: 9/24/2021 2:28:14 PM 9/24/2021 3:00:18 PMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 Page: 1 855 Total VAP*District Hispanic % of Total VAP Non-Hispanic Anglo % of Total VAP Non-Hispanic Black % of Total VAP Non-Hispanic Asian % of Total VAP Non-Hispanic Other % of Total VAP 1 27,832 28.45% 45.00% 18.23% 3.95% 4.38% 2 28,043 22.15% 61.93% 7.88% 2.75% 5.31% 3 29,621 18.00% 61.31% 9.81% 6.64% 4.22% 4 26,865 18.76% 63.55% 7.83% 5.27% 4.60% Some percentages may be subject to rounding errors. * VAP - Voting Age Population Plan Last Edited on: 9/24/2021 2:28:14 PM City of Denton Council Districts - Plan A Demographics Report - Summary 2020 Census Voting Age Population Page: 19/24/2021 3:01:08 PMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 856 2 4 3 1 LegendCouncil District 1234Council Districts - Benchmark City of Denton - Council Districts Plan B © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 10/29/2021E02.5 51.25 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 857 4193 1007 1010 4192 1000 4191 1058 4185 4189 1056 2067 1004 4187 4190 1012 1008 2068 4184 4194 1045 1055 1001 4165 4186 1013 2074 1011 1057 1044 2069 1059 4195 2076 3159 4198 1043 4196 4179 9202 20784197 3158 9201 4183 2073 3160 2075 4178 4181 4167 1046 2079 4182 2071 4164 4169 2072 1047 1054 9200 4161 4177 1061 4163 1052 1064 4176 4180 10631062 1006 1003 3157 4168 4170 1060 4166 2077 3158 1005 4174 4201 31544202 4200 1014 10661065 4162 1051 4172 1048 1002 4171 3156 4199 1042 1053 4175 2070 4188 4173 9101 2 4 3 1 LegendFinal Election Precincts - Denton CountyCouncil District 1234City of Denton - Council Districts Plan B - Final Adopted Denton County Election Precincts Overlay © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 12/1/2021E02.5 51.25 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 858 1013 4011 4012 10241018 4009 1016 4015 4037 4041 1015 1017 4004 4007 4008 1007 4010 4045 1010 4014 400640054040 4039 4004 4044 4013 1012 1023 1038 1020 1014 1039 1046 1 2 3 4 LegendCouncil District 1234Council Districts - Benchmark2020 VTD's City of Denton - Council District - 1 Plan B © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 10/29/2021E00.75 1.50.375 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 859 1008 1005 1009 4000 1007 1010 1013 1053 4004 1001 1003 4001 4011 4002 4005 4038 4012 4009 4042 4037 4007 1011 4003 1012 4006 4008 4045 4040 4010 4014 4015 1015 4039 4013 1014 2 3 1 4 LegendCouncil District 1234Council Districts - Benchmark2020 VTD's City of Denton - Council District - 2 Plan B © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 10/29/2021E01.5 30.75 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 860 4000 4002 4001 1009 1008 4003 1010 1013 4004 4011 4044 4012 4005 4038 1016 10241018 4037 1005 4009 4042 4007 10231020 4015 1001 1011 1046 1012 1053 4041 1015 1017 4006 1019 4008 4045 4040 4010 4014 1053 4035 1007 4039 4013 1038 4017 1014 1039 2 3 4 1 LegendCouncil District 1234Council Districts - Benchmark2020 VTD's City of Denton - Council District - 3 Plan B © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 10/29/2021E01.5 30.75 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 861 4003 4017 4002 4004 4035 4044 4011 1016 4018 1018 4037 1046 1021 4012 1020 4020 1019 4015 1015 1017 40194046 4041 1013 4045 4014 4039 4016 4013 401040074008 1014 4009 1038 1023 4 3 1 2 2 LegendCouncil District 1234Council Districts - Benchmark2020 VTD's City of Denton - Council District - 4 Plan B © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 10/29/2021E01 20.5 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 862 Persons Deviation Hispanic % of Total Population Non-Hispanic Anglo % of Total Population Black % of Total Population Asian % of Total Population Other % of Total Pop. Ideal Size Hispanic ANGLO Black Haw Pac. Isl.Asian HAW/ PAC % of Total Pop. Other Two or More Races AM Indian Native IND / NAT % TOT Pop. Two or More Races % Tot Pop District 34,5961 -1.02%30.61%42.97%17.22%4.06%0.32%34,954 10,591 14,865 5,956 1,404 32 0.09%112 1,5041340.39%4.35% 35,7822 2.37%26.52%55.85%9.32%2.17%0.39%34,954 9,490 19,983 3,336 776 36 0.10%140 1,8361830.51%5.13% 33,5333 -4.06%23.22%52.94%11.42%7.32%0.36%34,954 7,786 17,751 3,828 2,453 58 0.17%121 1,3411950.58%4.00% 35,9044 2.72%18.29%66.59%6.39%3.89%0.35%34,954 6,566 23,908 2,293 1,395 26 0.07%124 1,4801110.31%4.12% 139815 / 4 = 34954Ideal Size: 139,815Total Population: Some percentages may be subject to rounding errors.Overall Deviation: 139,815 34,433 24.63% 76,507 54.72% 15,413 11.02% 6,028 4.31% 623 0.45% 152 0.11% 497 0.36% 6,161 4.41% TOTAL: 6.78% Plan Name: City of Denton Council Districts - Plan B Demographics Report - Detailed 2020 Census Total Population Plan Last Edited on: 10/27/2021 3:22:15 PM 10/29/2021 10:45:13 AMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 Page: 1 863 Total VAPDistrict % Hispanic VAP % Anglo VAP % Black VAP % Asian VAP % Other VAP Hispanic VAP Anglo VAP Black VAP HAW/PAC VAP Asian VAP % HAW/PAC VAP Other VAP AM IND NATIVE VAP % AM IND NATIVE VAP Two or More Races VAP % Two or more VAP 1 26,878 27.83%16.94%0.31%7,479 1,176 31 0.12%8246.54% 4,553 4.38% 106 0.39%944 3.51%12,510 2 28,335 23.01%9.28%0.35%6,521 655 25 0.09%10060.03% 2,630 2.31% 155 0.55%1,239 4.37%17,010 3 29,385 20.98%11.58%0.34%6,164 2,318 55 0.19%10054.82% 3,402 7.89% 183 0.62%1,054 3.59%16,109 4 27,763 15.63%6.15%0.32%4,338 1,103 21 0.08%9070.22% 1,708 3.97% 92 0.33%918 3.31%19,495 Some percentages may be subject to rounding errors.* VAP - Voting Age Population 3.70%24,502 21.81%65,124 57.96%12,293 10.94% 5,252 4.67% 536 0.48% 132 0.12%372 0.33%4,155112,361TOTALS: Plan Name: City of Denton Council Districts - Plan B Demographics Report - Detailed 2020 Census Voting Age Population Plan Last Edited on: 10/27/2021 3:22:15 PM 10/29/2021 10:44:32 AMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 Page: 1 864 DeviationPersons Hispanic % of Total Population Non-Hispanic White % of Total Population Non-Hispanic Black % of Total Population Non-Hispanic Asian % of Total Population Non-Hispanic Other % of Total Population Ideal SizeDistrict 34,5961 -1.02%30.61% 42.97%4.06% 5.15%34,954 17.22% 35,7822 2.37%26.52% 55.85%2.17% 6.13%34,954 9.32% 33,5333 -4.06%23.22% 52.94%7.32% 5.11%34,954 11.42% 35,9044 2.72%18.29% 66.59%3.89% 4.85%34,954 6.39% Ideal Size: 139,815Total Population: Some percentages may be subject to rounding errors.Overall Deviation: 139,815 24.63% 54.72% 11.02% 4.31% 5.32% 6.78% TOTAL: 139815 / 4 = 34954 Plan Name: City of Denton Council Districts - Plan B Demographics Report - Summary 2020 Census Total Population Plan Last Edited on: 10/27/2021 3:22:15 PM 10/29/2021 10:42:48 AMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 Page: 1 865 Total VAP*District Hispanic % of Total VAP Non-Hispanic Anglo % of Total VAP Non-Hispanic Black % of Total VAP Non-Hispanic Asian % of Total VAP Non-Hispanic Other % of Total VAP 4.33%26,878 27.83% 46.54%16.94% 4.38%1 5.36%28,335 23.01% 60.03%9.28% 2.31%2 4.74%29,385 20.98% 54.82%11.58% 7.89%3 4.04%27,763 15.63% 70.22%6.15% 3.97%4 Some percentages may be subject to rounding errors.* VAP - Voting Age Population 112,361 4.67%10.94%57.96%21.81%4.62% Plan Last Edited on: 10/27/2021 3:22:15 PM Plan Name: City of Denton Council Districts - Plan B Demographics Report - Summary 2020 Census Voting Age Population Page: 110/29/2021 10:43:35 AMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 866 2 3 4 1 LegendCouncil District 1234Council Districts - Benchmark City of Denton - Council Districts Plan C © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 11/15/2021E02.5 51.25 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 867 4193 1007 1010 4192 1000 4191 1058 4185 4189 1056 2067 1004 4187 4190 1012 1008 2068 4184 4194 1045 1055 1001 4165 4186 1013 2074 1011 1057 1044 2069 1059 4195 2076 3159 4198 1043 4196 4179 9202 20784197 3158 9201 4183 2073 3160 2075 4178 4181 4167 1046 2079 4182 2071 4164 4169 2072 1047 1054 9200 4161 4177 1061 4163 1052 1064 4176 4180 10631062 1006 1003 3157 4168 4170 1060 4166 2077 3158 1005 4174 4201 31544202 4200 1014 10661065 4162 1051 4172 1048 1002 4171 3156 4199 1042 1053 4175 2070 4188 4173 9101 2 3 4 1 LegendFinal Election Precincts - Denton CountyCouncil District 1234City of Denton - Council Districts Plan C - Final Adopted Denton County Election Precincts Overlay © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 12/1/2021E02.5 51.25 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 868 2 1 4 3 3 1013 4011 4012 1018 1024 4009 4037 1016 4015 4007 4004 4041 1015 1017 4008 4045 4044 4010 4005 1010 4014 4006 4004 4040 4039 4013 1012 1023 1038 1020 1014 1039 1007 1046LegendCouncil District 1234Council Districts - Benchmark2020 VTD's City of Denton - Council District - 1Plan C © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 12/3/2021E00.75 1.50.375 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 869 2 3 1 4 1008 4000 1005 1009 1007 4002 1013 1010 4001 1053 4004 4003 1001 1003 4011 4012 40054038 1024 4037 4009 4042 4007 10184044 4015 1011 1012 1016 4041 1015 4006 4008 4045 4040 4010 1017 4014 4039 4013 1014 1039 1038LegendCouncil District 1234Council Districts - Benchmark2020 VTD's City of Denton - Council District - 2Plan C © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 12/3/2021E0 2 41 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 870 3 2 4 1 4002 4001 4003 4004 4017 4044 4035 4011 1010 4000 1009 4005 4038 1016 1013 1018 4037 4018 1046 1021 4009 4012 1020 4007 1019 4015 1011 1012 1015 1017 4006 4041 4008 4045 4040 4010 4014 4042 4039 4016 4019 40204046 4013 1014 1038 LegendCouncil District 1234Council Districts - Benchmark2020 VTD's City of Denton - Council District - 3Plan C © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 12/3/2021E01.5 30.75 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 871 3 4 1 2 4017 4044 4004 4011 4012 4003 1016 1021 1023 1013 1018 4037 1046 4018 1020 1024 1019 4015 4041 1015 1017 4014 4045 4016 4039 4019 1038 4013 4020 1014 4046 1039 4020 LegendCouncil District 1234Council Districts - Benchmark2020 VTD's City of Denton - Council District - 4Plan C © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 12/3/2021E0 1 20.5 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 872 Persons Deviation Hispanic % of Total Population Non-Hispanic Anglo % of Total Population Black % of Total Population Asian % of Total Population Other % of Total Pop. Ideal Size Hispanic ANGLO Black Haw Pac. Isl.Asian HAW/ PAC % of Total Pop. Other Two or More Races AM Indian Native IND / NAT % TOT Pop. Two or More Races % Tot Pop District 35,0561 0.29%31.30%41.42%18.45%3.61%0.33%34,954 10,972 14,519 6,467 1,264 29 0.08%117 1,5621260.36%4.46% 34,8242 -0.37%26.02%57.02%8.30%2.64%0.38%34,954 9,060 19,858 2,889 921 36 0.10%131 1,7461840.53%5.01% 34,8863 -0.19%19.61%60.37%9.30%6.04%0.41%34,954 6,842 21,060 3,244 2,108 45 0.13%144 1,2701740.50%3.64% 35,0494 0.27%21.57%60.12%8.03%4.95%0.30%34,954 7,559 21,070 2,813 1,735 42 0.12%105 1,5831390.40%4.52% 139815 / 4 = 34954Ideal Size: 139,815Total Population: Some percentages may be subject to rounding errors.Overall Deviation: 139,815 34,433 24.63% 76,507 54.72% 15,413 11.02% 6,028 4.31% 623 0.45% 152 0.11% 497 0.36% 6,161 4.41% TOTAL: 0.66% Plan Name: City Of Denton Council Districts - Plan C Demographics Report - Detailed 2020 Census Total Population Plan Last Edited on: 11/14/2021 4:04:54 PM 11/15/2021 12:17:08 PMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 Page: 1 873 Total VAPDistrict % Hispanic VAP % Anglo VAP % Black VAP % Asian VAP % Other VAP Hispanic VAP Anglo VAP Black VAP HAW/PAC VAP Asian VAP % HAW/PAC VAP Other VAP AM IND NATIVE VAP % AM IND NATIVE VAP Two or More Races VAP % Two or more VAP 1 28,138 28.32%18.15%0.32%7,968 1,107 28 0.10%9045.16% 5,107 3.93% 92 0.33%1,040 3.70%12,707 2 26,714 22.56%8.03%0.33%6,026 732 25 0.09%8861.46% 2,144 2.74% 164 0.61%1,120 4.19%16,418 3 30,647 17.85%9.59%0.37%5,471 1,997 42 0.14%11261.76% 2,938 6.52% 158 0.52%1,000 3.26%18,927 4 26,862 18.75%7.83%0.31%5,037 1,416 37 0.14%8263.55% 2,104 5.27% 122 0.45%995 3.70%17,072 Some percentages may be subject to rounding errors.* VAP - Voting Age Population 3.70%24,502 21.81%65,124 57.96%12,293 10.94% 5,252 4.67% 536 0.48% 132 0.12%372 0.33%4,155112,361TOTALS: Plan Name: City Of Denton Council Districts - Plan C Demographics Report - Detailed 2020 Census Voting Age Population Plan Last Edited on: 11/14/2021 4:04:54 PM 11/15/2021 12:17:26 PMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 Page: 1 874 DeviationPersons Hispanic % of Total Population Non-Hispanic White % of Total Population Non-Hispanic Black % of Total Population Non-Hispanic Asian % of Total Population Non-Hispanic Other % of Total Population Ideal SizeDistrict 35,0561 0.29%31.30% 41.42%3.61% 5.23%34,954 18.45% 34,8242 -0.37%26.02% 57.02%2.64% 6.02%34,954 8.30% 34,8863 -0.19%19.61% 60.37%6.04% 4.68%34,954 9.30% 35,0494 0.27%21.57% 60.12%4.95% 5.33%34,954 8.03% Ideal Size: 139,815Total Population: Some percentages may be subject to rounding errors.Overall Deviation: 139,815 24.63% 54.72% 11.02% 4.31% 5.32% 0.66% TOTAL: 139815 / 4 = 34954 Plan Name: City Of Denton Council Districts - Plan C Demographics Report - Summary 2020 Census Total Population 11/15/2021 12:15:53 PMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 Page: 1 875 Total VAP*District Hispanic % of Total VAP Non-Hispanic Anglo % of Total VAP Non-Hispanic Black % of Total VAP Non-Hispanic Asian % of Total VAP Non-Hispanic Other % of Total VAP 4.44%28,138 28.32% 45.16%18.15% 3.93%1 5.23%26,714 22.56% 61.46%8.03% 2.74%2 4.28%30,647 17.85% 61.76%9.59% 6.52%3 4.60%26,862 18.75% 63.55%7.83% 5.27%4 Some percentages may be subject to rounding errors.* VAP - Voting Age Population 112,361 4.67%10.94%57.96%21.81%4.62% Plan Name: City Of Denton Council Districts - Plan C Demographics Report - Summary 2020 Census Voting Age Population Page: 111/15/2021 12:16:49 PMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 876 2 3 4 1 LegendCouncil District 1234Council Districts - Benchmark City of Denton - Council Districts Plan D © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 12/3/2021E02.5 51.25 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 877 2 3 4 1 4193 1007 1010 4192 1000 4191 1058 4185 4189 1056 2067 1004 4187 4190 1012 1008 2068 4184 4194 1045 1055 1001 4165 4186 1013 2074 1011 1057 1044 2069 1059 4195 2076 3159 4198 1043 4196 4179 9202 20784197 3158 9201 4183 2073 3160 2075 4178 4181 4167 1046 2079 4182 2071 4164 4169 2072 1047 1054 9200 4161 4177 1061 4163 1052 1064 4176 4180 10631062 1006 1003 3157 4168 4170 1060 4166 2077 3158 1005 4174 4201 31544202 4200 1014 10661065 4162 1051 4172 1048 1002 4171 3156 4199 1042 1053 4175 2070 4188 4173 9101 LegendFinal Election Precincts - Denton CountyCouncil District 1234City of Denton - Council Districts Plan D - Final Adopted Denton County Election Precincts Overlay © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 12/3/2021E02.5 51.25 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 878 21 4 3 LegendCouncil District 1234Council Districts - Benchmark City of Denton - Council District - 1Plan D © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 12/3/2021E00.75 1.50.375 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 879 2 3 1 4 LegendCouncil District 1234Council Districts - Benchmark City of Denton - Council District - 2Plan D © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 12/3/2021E01.5 30.75 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 880 3 2 4 1 LegendCouncil District 1234Council Districts - Benchmark City of Denton - Council District - 3Plan D © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 12/3/2021E01.5 30.75 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 881 3 4 1 2 LegendCouncil District 1234Council Districts - Benchmark City of Denton - Council District - 4Plan D © 2021 Bickerstaff Heath Delgado Acosta LLPData Source: Roads, Water and other features obtained from the 2020 Tiger/line files, U.S. Census Bureau Created: 12/3/2021E00.95 1.90.475 Miles Background Image: ESRI World Street Map Service Layer Credits: © OpenStreetMap(and) contributors, CC-BY-SA 882 Persons Deviation Hispanic % of Total Population Non-Hispanic Anglo % of Total Population Black % of Total Population Asian % of Total Population Other % of Total Pop. Ideal Size Hispanic ANGLO Black Haw Pac. Isl.Asian HAW/ PAC % of Total Pop. Other Two or More Races AM Indian Native IND / NAT % TOT Pop. Two or More Races % Tot Pop District 34,7391 -0.61%30.65%42.89%17.13%4.11%0.32%34,954 10,647 14,899 5,952 1,427 30 0.09%110 1,5431330.38%4.44% 34,1422 -2.32%26.41%57.64%8.02%1.96%0.43%34,954 9,016 19,681 2,737 669 32 0.09%146 1,6691900.56%4.89% 35,6433 1.97%20.52%59.21%9.32%6.21%0.36%34,954 7,315 21,103 3,321 2,214 61 0.17%128 1,3201830.51%3.70% 35,2914 0.96%21.12%59.01%9.64%4.87%0.32%34,954 7,455 20,824 3,403 1,718 29 0.08%113 1,6291170.33%4.62% 139815 / 4 = 34954Ideal Size: 139,815Total Population: Some percentages may be subject to rounding errors.Overall Deviation: 139,815 34,433 24.63% 76,507 54.72% 15,413 11.02% 6,028 4.31% 623 0.45% 152 0.11% 497 0.36% 6,161 4.41% TOTAL: 4.29% Plan Name: City of Denton Council Districts - Plan D Demographics Report - Detailed 2020 Census Total Population Plan Last Edited on: 12/3/2021 9:50:11 AM 12/3/2021 9:52:14 AMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 Page: 1 883 Total VAPDistrict % Hispanic VAP % Anglo VAP % Black VAP % Asian VAP % Other VAP Hispanic VAP Anglo VAP Black VAP HAW/PAC VAP Asian VAP % HAW/PAC VAP Other VAP AM IND NATIVE VAP % AM IND NATIVE VAP Two or More Races VAP % Two or more VAP 1 27,090 27.87%16.81%0.30%7,550 1,197 29 0.11%8246.52% 4,555 4.42% 104 0.38%973 3.59%12,603 2 26,566 22.59%7.77%0.35%6,000 561 21 0.08%9262.41% 2,063 2.11% 170 0.64%1,079 4.06%16,580 3 31,273 18.59%9.58%0.35%5,813 2,090 58 0.19%11160.74% 2,996 6.68% 164 0.52%1,046 3.34%18,994 4 27,432 18.73%9.77%0.32%5,139 1,404 24 0.09%8761.78% 2,679 5.12% 98 0.36%1,057 3.85%16,947 Some percentages may be subject to rounding errors.* VAP - Voting Age Population 3.70%24,502 21.81%65,124 57.96%12,293 10.94% 5,252 4.67% 536 0.48% 132 0.12%372 0.33%4,155112,361TOTALS: Plan Name: City of Denton Council Districts - Plan D Demographics Report - Detailed 2020 Census Voting Age Population Plan Last Edited on: 12/3/2021 9:50:11 AM 12/3/2021 9:52:34 AMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 Page: 1 884 DeviationPersons Hispanic % of Total Population Non-Hispanic White % of Total Population Non-Hispanic Black % of Total Population Non-Hispanic Asian % of Total Population Non-Hispanic Other % of Total Population Ideal SizeDistrict 34,7391 -0.61%30.65% 42.89%4.11% 5.23%34,954 17.13% 34,1422 -2.32%26.41% 57.64%1.96% 5.97%34,954 8.02% 35,6433 1.97%20.52% 59.21%6.21% 4.75%34,954 9.32% 35,2914 0.96%21.12% 59.01%4.87% 5.35%34,954 9.64% Ideal Size: 139,815Total Population: Some percentages may be subject to rounding errors.Overall Deviation: 139,815 24.63% 54.72% 11.02% 4.31% 5.32% 4.29% TOTAL: 139815 / 4 = 34954 Plan Name: City of Denton Council Districts - Plan D Demographics Report - Summary 2020 Census Total Population Plan Last Edited on: 12/3/2021 9:50:11 AM 12/3/2021 9:51:11 AMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 Page: 1 885 Total VAP*District Hispanic % of Total VAP Non-Hispanic Anglo % of Total VAP Non-Hispanic Black % of Total VAP Non-Hispanic Asian % of Total VAP Non-Hispanic Other % of Total VAP 4.39%27,090 27.87% 46.52%16.81% 4.42%1 5.13%26,566 22.59% 62.41%7.77% 2.11%2 4.41%31,273 18.59% 60.74%9.58% 6.68%3 4.62%27,432 18.73% 61.78%9.77% 5.12%4 Some percentages may be subject to rounding errors.* VAP - Voting Age Population 112,361 4.67%10.94%57.96%21.81%4.62% Plan Last Edited on: 12/3/2021 9:50:11 AM Plan Name: City of Denton Council Districts - Plan D Demographics Report - Summary 2020 Census Voting Age Population Page: 112/3/2021 9:51:55 AMReport Date: Based on: 2020 Census Geography, 2020 PL94-171 886 Redistricting Public Hearing Dec. 7, 2021 1ID 21-2738; Dec. 7, 2021 887 Background 2 •Review subsequent to 2020 Census •Timeline: •Oct. 19 –Presentation and direction to proceed with redistricting •Oct. 26 –Adoption of redistricting criteria and input guidelines •Nov. 16 –Drawing session and discussion of proposed district plans •Dec. 6 –Drawing session and discussion of proposed district plans •Public input and resources at www.cityofdenton.com/redistricting •Comments submitted via webform •Closes today ID 21-2738; Dec. 7, 2021 888 Overall Timeline •Consider Criteria and Input Guidelines –Complete •Public Input -Through Dec. 7 •Drawing Session –Complete •Drawing session –Complete •Public Hearing –Today •Final Adoption –Dec. 14 •Polling Location Discussion –early January 3ID 21-2738; Dec. 7, 2021 889 Proposed Plans •Four plans submitted to and discussed by Council: •Plan A –Current district boundaries •Plan B –Submission by Council Member Beck •Plan C –Submission by Council Member Davis •Plan D –Second Submission by Council Member Davis 4ID 21-2738; Dec. 7, 2021 890 5 891 6 892 7 893 8 894 Direction •At conclusion of this public hearing, staff seeks direction on a specific plan, if any, to include in redistricting ordinance that will be considered on Dec. 14. •If no consensus on direction is achieved, staff will not prepopulate ordinance with a specific plan. 9ID 21-2738; Dec. 7, 2021 895 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:DCC21-0001,Version:1 AGENDA CAPTION Consider approval of a resolution of the City Council of the City of Denton,Texas approving a Certificate for Design Consistency for a mural entitled "Time &Space"located at 101 West Hickory Street,which is within the Denton Square Overlay Zoning District in the City of Denton,Denton County,Texas;and providing an effective date (DCC21-0001). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™896 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services IDCM: David Gaines DATE: December 7, 2021 SUBJECT Consider approval of a resolution of the City Council of the City of Denton, Texas approving a Certificate for Design Consistency for a mural entitled "Time & Space" located at 101 West Hickory Street, which is within the Denton Square Overlay Zoning District in the City of Denton, Denton County, Texas; and providing an effective date (DCC21-0001). BACKGROUND The Certificate of Design Consistency is requested by Corey Hyden, on behalf of Free Play, Inc. and the owner Encom Denton Holdings LLC, for the purpose of painting a mural entitled “Time & Space” on the southern (rear) facade and parts of the southern portion of the east facade of the building located at 101 W Hickory Street. The building is located at the southwest corner of W Hickory Street and S Locust Street, and on the north side of W Walnut Street, thereby having three street frontages. The rear façade fronts on W Walnut Street, while the east façade fronts on S Locust Street. The proposed mural would be painted on the existing concrete paneling located on both the rear and east facades. A conceptual image of the proposed mural, superimposed on the proposed building façades, is illustrated in Exhibit 6. The building is occupied by Free Play, an arcade business that also serves drinks and food. The building at 101 W Hickory Street is not a contributing property to the National Register District (see Exhibit 8). However, the building is located within the Denton Square District (DSD or “District”) as provided for in the Denton Development Code (DDC). DDC Section 4.10.7.H requires all new murals within the District to be approved by City Council and provides design standards for evaluating murals. This mural is not proposed for a façade that faces the Square Proper and is not proposed to be painted on existing unpainted brick. The proposed mural wraps the building corner from the rear façade to the east façade. The proposed mural would be painted on the rear façade, which is essentially void of architectural features except for an entranceway, mechanical equipment, and a projecting metal canopy, as well as be painted on parts of the southern portion of the east façade of the building, which is primarily comprised of dark brown painted concrete, with red brick pilasters, sections of common bond brick and architectural detailing (Figure 1). City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 897 Figure 1: Sections of the façade to be painted outlined in red With the proposed mural, visual interest would be added along W Walnut Street, while detracting from the building’s architectural detailing along S Locust Street. The proposed mural would directly impact the building’s aesthetics, distracting viewers from the architectural detailing particularly located along the east facade, and competing with the neutral aesthetics of the recently remodeled building exterior and neutral palette of neighboring buildings. In addition, both facades are visible from S Locust Street, a primary south- to-north thoroughfare and gateway to the Square Proper. The proposed mural would therefore have a direct impact on the character of the District. The proposed mural theme of time and space is more directly related to the arcade business than it is to the District and the history of Denton. The proposed mural does not appear in its design to pose any threat to public health, safety, or welfare. A full Staff Analysis of the request is provided in Exhibit 2. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. RECOMMENDATION The proposed mural does not fully comply with the design standards for murals in the Denton Square District in Subsection 4.10.7.H. of the DDC. PRIOR ACTION/REVIEW (Council, Boards, Commissions) At the June 4, 2019 meeting of City Council, the subject property was incorporated into the Denton Square District zoning overlay. DEVELOPER ENGAGEMENT DISCLOSURES No developer contact and/or meeting disclosures have been provided to staff as of the issuance of this report. 898 EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Project Description 4. Site Location Aerial 5. Site Photos 6. Mural Concept Image 7. Façade Details 8. Non-Contributing and Contributing Buildings Map 9. LLC Members List 10. Draft Resolution 11. Staff Presentation Respectfully submitted: Tina Firgens, AICP Deputy Director of Development Services/ Planning Director Prepared by: Cameron Robertson, AICP Historic Preservation Officer and Principal Planner 899 Planning Report DCC21-0001/ 101 W Hickory Mural City Council District #1 December 7, 2021 OWNER: Encom Denton Holdings LLC APPLICANT: Corey Hyden, on behalf of Free Play, Inc. BACKGROUND: The applicant, on behalf of the property owner and Free Play, Inc., is requesting approval of the Certificate of Design Consistency for the purpose of painting a mural entitled “Time & Space” on the south (rear) façade and along parts of the southern section of the east façade of 101 W Hickory Street. The rear façade fronts on W Walnut Street, while the east façade faces S Locust Street. The subject property is located within the Denton Square District (DSD). The Denton Development Code (DDC) requires all requests for Certificates of Design Consistency for new murals within the DSD to be approved by City Council. SITE DATA: The subject property, 101 W Hickory Street, is located at the southwest corner of W Hickory Street and S Locust Street, and on the north side of W Walnut Street. The building has frontage along all three streets. The proposed mural would be on the rear façade facing W Walnut Street, and along parts of the southern section of the east façade facing S Locust Street. CONSIDERATIONS: Subsection 4.10.7.H. of the DDC provides design standards for evaluating murals; projects which fully comply with the applicable design standards are thereby also consistent with the Purpose and Overall Intent of the Denton Square District: 1. All new murals, including those proposed for buildings designated as local historic landmarks, shall require approval by City Council. The described process for City Council approval is being followed. a. If a mural on a separate panel is approved to be mounted onto a building, it must be mounted so as to prevent damage to the wall behind the panel. The mural is proposed to be painted on concrete surfaces, not on a separate panel. 2. A mural must be compatible with the architectural and aesthetic components of the building or structure on which it is installed. The mural is proposed to be located on the rear-facing façade and portions of the southern section of the east facade of the 101 W Hickory Street building. The rear wall is essentially flat and featureless, except for a centrally located entranceway, mechanical equipment, and a projecting metal canopy. It is made of concrete paneling, painted primarily dark brown with a beige base. This mural would add visual interest to a façade that otherwise currently has 900 little or no visual interest, and the mural would not detract from the architectural components of the rear façade, if the south façade were the only façade being evaluated. On the east façade, the façade is split into two discernable facades, the southern portion, and the northern portion (Figure 1). Figure 1: East Façade of 101 W Hickory Street (facing S Locust Street) The mural is proposed to wrap around the corner of the building from the rear façade to the east facade, and be located on the southern portion of the east façade. The east façade is primarily comprised of dark brown painted concrete, with red brick pilasters and sections of common bond brick. The brick is highlighted with beige concrete and red brick medallion detailing. Though the east façade appears historic in nature, the façade was remodeled in 2019 (Permit # 1901-0985) to add the brick components and enhance the character of the building. The mural is proposed to be painted on the concrete panel sections only. Though there are some visible architectural components, such as the concrete and brick detailing, these would not be physically affected by the mural. However, the mural tends to detract from the building’s architectural detailing along S Locust Street, drawing the viewers directly to the mural rather than complimenting both the building’s architectural character and the mural collectively. The second component of this criteria relates to the aesthetic components of the building. While the proposed mural would not physically affect the architectural details of the building, it would directly impact the aesthetics. Currently the building has a neutral color palette that is consistent with surrounding buildings in the DSD (see Exhibit 5). Although aesthetics are somewhat subjective, it is not unreasonable to expect that the bright colors and visual business of the proposed mural as a whole would distract viewers from the architectural details of the building, such as the brick medallions on the eastern façade, and not be compatible with the neutral aesthetics of the recently remodeled exterior façade nor the neutral palette of neighboring buildings. 3. A mural must not detract from the character of the District, and not be detrimental to the public health, safety, and welfare. This mural is proposed for a façade facing a street off the Square Proper (W Walnut Street), as well as a major south-to-north thoroughfare into the Square Proper (S Locust Street). The rear façade is currently primarily home to waste disposal trashcans, parking spaces, and 901 mechanical equipment for the building, while the east façade faces a heavily traveled roadway and sidewalk where on-street parking is allowed. There are currently four murals on facades fronting onto W Walnut Street; an additional mural on the rear of the subject building could be another step in taking an unaesthetically pleasing façade and making it more visually engaging. However, both the rear and east facades of the subject building are highly visible from S Locust Street, a primary gateway to the Square Proper, and therefore have a direct impact on the character of the Denton Square (Figure 2). Figure 2: View northwest from E Mulberry and S Locust Streets The mural does not appear to relate to the character of the District as a whole. The proposed mural portrays concepts related to time and outer space, with the applicant’s narrative drawing a connection between Denton’s early peoples in the area and the heavens; Denton UFO sightings and stargazing; and former arcade establishments in the area (see Exhibit 3). Although the narrative provided may draw Denton’s connection to the skies, the proposed mural is more representative of the individual business occupying the building (i.e. an arcade), rather than the DSD and the history of Denton. With S Locust Street serving as the major south-to-north thoroughfare in Denton, leading both into the District and to the Square Proper, the mural detracts from the character of the District and Square Proper when it could instead serve as the gateway mural to the area. The mural includes no elements that are expected to be detrimental to public health, safety, and welfare. 4. On facades fronting on the Square Proper, murals may not cover more than 25% of the total area of the façade. Not applicable - mural is not proposed on the north (front) façade facing the Square Proper. 5. A mural must not be painted on existing unpainted brick or stone surfaces. The mural is proposed to be painted on concrete surfaces, not on unpainted brick or stone. 902 STAFF RECOMMENDATION: The proposed mural does not fully comply with the design standards for murals in the Denton Square District in Subsection 4.10.7.H. of the DDC. 903 Project Description The proposed mural is intended to rectify an eyesore by covering the extremely unattractive existing paint (which does not compliment either the architecture nor the character of the Square) with a beautiful local-created mural (made of paint) that additionally calls the attention of passerbys to the fact that they are approaching something worth paying attention to (both the site’s tenant and the Denton Square). For a city interested in integrating art into architecture, streetscapes, and public spaces, this is a great opportunity. And though the mural approval process is not subject to public comment, we have good reason to believe that both the people of Denton and the surrounding businesses would be overwhelmingly in support. Compatible with architectural and aesthetic components of the building: The mural design takes advantage of pre-existing concrete panels in a manner complimentary to the building and elevates those panels by replacing the currently existing, aesthetically inferior unattractive brown paint, with a beautiful, extremely high-quality (see draft vs. actual 505 W. Hickory Mural in application docs from previous work with artist) mural, creating an eye-catching approach to both the building and the Square. The mural covers will cover and hide existing staining to the building facade, as well as camouflage various electrical/utility/access boxes/panels and similar. In addition, our signage, already approved and partially installed, will complement the mural to bring together a cohesive building design scheme. Not detract from the character of the district, and not be detrimental to the public health, safety, or welfare: The mural is not detrimental in any way imaginable nor does it detract from the character of the district. The mural captures the artistic vibrancy that Denton, its Square, and its people are known for. It fits nicely with the many other murals and installations on the Square in both design and themes (though many predate the current historic overlay, they are now inescapably part of the historic character of the Square). In addition, the mural walks the very appropriate line of complimenting the underlying business (itself founded on the recognition of and appreciation of a sector of history) without putting a spotlight on itself. 904 And, finally, to the extent that the mural’s subject matter itself is under scrutiny we offer the following historical hook: When considering the history of Denton, from the time of Denton's early peoples, through the natural prairie ecosystem's settlement by Europeans and the development of agriculture and farming, then industry, then higher education, one often thinks of the ground-level view - indeed a number of beautiful murals around the city now commemorate Denton's history from these perspectives. But if in any of these historical times one were to pan up (in the evening that is), one's perspective would now be that which our proposed mural intends to focus on – the heavens. The celestial landscape was vital to the lives and beliefs of Native Americans in the Denton area (See, e.g., “A Brief Description of Caddo Religion.” NativeAmericanRoots. Nov. 17, 2019, http://nativeamericannetroots.net/diary/Indians-101-A-Brief-Description-of- Caddo-Religion (describing the Caddo Drum Ceremony); Eddie W. Wilson “The Moon and the American Indian.” Western Folklore, Vol. 24 No. 2, Apr. 1965, pp. 87-100 (cataloguing numerous tribes', including the Caddo’s, close and enduring relationship with the moon); and George A. Dorsey “The Mythology of the Wichita.” Carnegie Institution, 1904, p 351. (telling the creation story of the Wichita people). One can only imagine how beautiful the Denton skies were in early years before light pollution, so it’s not surprising eyes were often turned upward. This is probably the reason that the Denton area got caught up in a UFO sighting mania that swept across Texas in the 1800s that turned the average citizen in to stargazer and space theorist. See “The 1987 Texas Airship Invasion.” WeDoItDenton. April 21, 2017, https://wedentondoit.com/blog/2017/4/21/the-1897-texas-airship-invasion. Of course, in modern times we can chuckle at the idea of UFO sightings, but it’s a fun (and real) part of history and our proposed mural features its own such airship. Further, for decades UNT’s own renowned astronomy lab operated in a nearby old missile base before relocating to the Rafes Urban Astronomy Center, which is clear evidence of the Denton area’s continuing affection for stargazing. Randena Hulstrand “Summer Skies.” UNT North Texan, 2010, https://northtexan.unt.edu/issues/2010- summer/summer-skies. Beyond these early local ties, the theming of the proposed mural is subtlety appropriate for our business model as space is an extremely popular theme for arcade and pinball machines: Tempest, Space Invaders, Asteroids, Asteroids Deluxe, Phoenix, Defender, Galaga, Galaxian, Space Firebird, Lunar Lander, Space Shuttle, Star Wars, Gorf, Pleiades, etc.). Indeed, speaking to recent Denton history, the beloved Denton former institution The (Flying) Tomato (1984-2007) featured Space Shuttle and Atari Asteroids simultaneously (and the specific spaceship appearing in our mural is directly inspired by the latter). Further, in the 1970s-80s, the Golden Triangle mall’s well-loved arcade – Electronic Experience (later followed by a Tilt) exhibited a number of the classic space- themed games referenced above and the mural connects with those pieces of history as 905 well. See discussion of these arcades at https://forums.arcade- museum.com/threads/anyone-remember-the-electronic-experience-arcade.308131/. Indeed, when we think of the City of Denton, here at Free Play, we don’t think about cowboy culture, agricultural trade, or even really the courthouse (all of which are featured in current murals on the Square). We think about our trips to Denton to hang out with our friends at UNT and TWU, to play arcade games at the Tomato, to visit the awesome local businesses, and to enjoy the unique, rich artistic diversity that exists in Denton. We’re hoping to further that diversity by transforming an eyesore into transformative public art that is both refreshingly unique and compatible with the Square’s historic character. Space has been here longer than our oldest ancestors. And it is clear that an affection for space (whether through stargazing on a farm in the early 1900s or in playing classic arcade games at the Tomato in the 80s) has long run deep in the Denton-area and our mural highlights this deep love (in addition to becoming a part of Denton history in-and- of itself). Help us celebrate that history while also greatly improving the Locust Street approach to the Square. 906 HICKORY OAK MULBERRYCEDAR AUSTINELMLOCUSTWALNUT 101 W Hickory StreetSite Location 0 75 15037.5 Feet “This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location ofproperty boundaries. Although every effort was made to ensure the accuracy of this data, no such guarantee is given or implied. Utilization of this map indicates the understanding that there is no guarantee to the accuracy of this data.” SITE Parcels Roads µ Date: 11/17/2021 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 907 South (Rear) Façade of 101 W Hickory Street 908 East Façade of 101 W Hickory Street 909 Properties West of 101 W Hickory Street along W Walnut Street 910 Properties East and West of 101 W Hickory Street along W Hickory Street 911 912 - Mural Area 913 - Mural Area 914 Non-Contributing Building: 101 W Hickory Street 915 11/30/21, 3:28 PM BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?:Sfiling_number=803911104&:Nsession_id=61292958&:Ndocument_number=109801…1/1 TEXAS SECRETARY of STATE JOHN B. SCOTT BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number: 803911104 Entity Type: Domestic Limited Liability Company (LLC) Original Date of Filing: January 25, 2021 Entity Status: In existence Formation Date: N/A Tax ID: 32077558776 FEIN: Duration: Perpetual Name: Encom Denton Holdings LLC Address: 801 ALPHA DR STE 109 RICHARDSON, TX 75081-2860 USA REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ASSOCIATED ENTITIES Name Address Inactive Date Hyden + Hyden 801 Alpha Drive, Suite 109 Richardson, TX 75081 USA Order Return to Search Instructions: To place an order for additional information about a filing press the 'Order' button. 916 RESOLUTION NO. _____________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS APPROVING A CERTIFICATE FOR DESIGN CONSISTENCY FOR A MURAL ENTITLED “TIME & SPACE” LOCATED AT 101 WEST HICKORY STREET, WHICH IS WITHIN THE DENTON SQUARE OVERLAY ZONING DISTRICT IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; AND PROVIDING AN EFFECTIVE DATE (DCC21-0001). WHEREAS, on June 4, 2019, the City Council of Denton passed Ordinance No. DCA18-0007e amending the Denton Development Code to create an overlay zoning district entitled the Denton Square District; WHEREAS, the Denton Development Code stipulates that an applicant seeking a mural within the Denton Square District must apply for a Certificate for Design Consistency which requires review and approval by City Council; and WHEREAS, Encom Denton Holdings LLC, the owners of the property located at 101 West Hickory Street, have applied for a Certificate of Design Consistency for a mural. WHEREAS, the mural as proposed, meets the standards established in Section 4.10.7.H. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS: SECTION 1: That the above findings are hereby found to the true and correct and are incorporated herein in their entirety. SECTION 2: That the mural entitled “Time & Space,” a concept drawing of which is attached hereto as Exhibit “A,” and incorporated herein is hereby approved for installation at 101 West Hickory Street, Denton, Texas. SECTION 3: This resolution shall become effective fourteen days after its passage and approval. AND IT IS SO RESOLVED. The motion to approve this resolution was made by ____________________________ and seconded by _____________________________, the resolution was passed and approved by the following vote [__-__]: 917 Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______ Vicki Byrd, District 1: ______ ______ ______ ______ Brian Beck, District 2: ______ ______ ______ ______ Jessie Davis, District 3: ______ ______ ______ ______ Alison Maguire, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2021. ______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _____________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _____________________________ Hilary Negron 2021.12.03 11:12:46 -06'00' 918 Exhibit A: 919 Da DCC21-0001 101 W Hickory Mural Project 1 December 7, 2021 City Council Meeting 1 920 Request & Site Data •Consider adoption of a resolution approving a Certificate of Design Consistency for a mural entitled “Time & Space” at 101 W Hickory Street •Mural proposed for: •South (rear) façade fronting W Walnut Street •Southern portion of the east façade along S Locust Street •Zoning: Denton Square District Overlay 2File ID: DCC21-000112/7/2021 921 Existing 3File ID: DCC21-000112/7/2021 View Northwest from east side of S Locust StreetView North of the south (rear) façade along W Walnut Street 922 Proposed File ID: DCC21-000112/7/2021 4 “Time & Space” Mural 923 Proposal does not meet the criteria for approval in DDC Subsection 4.10.7.H.: 2.Must be compatible with architectural and aesthetic components of the building or structure on which it is installed •May be appropriate for rear façade given lack of architectural detail •However, mural detracts from architectural detailing along eastern façade •The proposed mural is not compatible with the aesthetic components of the building, particularly the east facade 3.Must not detract from the character of the District, and not be detrimental to the public health, safety, and welfare •Proposed time and space theme does not align with character and history of the Square •Site is a gateway location into the District therefore should benefit from mural theme consistent with character of District and Square Proper Criteria for Approval and Findings 5File ID: DCC21-000112/7/2021 924 4.On facades fronting on the Square Proper, murals may not cover more than 25% of the total area of the façade. Not applicable –mural is not proposed on the north (front)façade facing the Square Proper. Criteria for Approval and Findings 6File ID: DCC21-000112/7/2021 South (Rear) Façade along W Walnut Street East Façade along S Locust Street North (Front) Façade on the Square Proper 925 5.A mural must not be painted on existing unpainted brick or stone surfaces. Mural is proposed to be painted on concrete surface, not unpainted brick or stone. Criteria for Approval and Findings 7File ID: DCC21-000112/7/2021 926 8 Recommendation The proposed mural does not fully comply with the design standards for murals in the Denton Square District in DDC Subsection 4.10.7.H. File ID: DCC21-000112/7/2021 927 Questions? 9File ID: DCC21-000112/7/2021 928 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2149,Version:1 AGENDA CAPTION Consider approval of a resolution casting votes for membership to the Board of Directors of the Denton Central Appraisal District; and providing for an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™929 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance CFO: David Gaines DATE: December 7, 2021 SUBJECT Consider approval of a resolution casting votes for membership to the Board of Directors of the Denton Central Appraisal District; and providing for an effective date. BACKGROUND The Denton Central Appraisal District (DCAD) notified the City on August 13, 2021 that the term for members on the current DCAD Board of Directors expires December 31, 2021, and accordingly they began the process to elect a Board of Directors for the next two-year term. On October 12, 2021, the City Council considered a resolution for nominations to the DCAD Board of Directors with Bryan Webb and Howard Martin being nominated. City Council may elect to cast all Denton’s votes for one candidate or split the 170 votes among multiple candidates. Bryan Webb has indicated he does not want to be reappointed to the Board of Directors. Seventeen nominations from all taxing jurisdictions were received by DCAD, and a memorandum has now been sent to the City requesting the casting of its votes. The number of votes a taxing unit has is determined by their proportional share of the total levy in the district from the prior tax year. There are a total of 5,000 votes throughout the district. One thousand votes are the maximum number needed to elect a local representative/nominee to the Board of Directors. In December 2019, the City of Denton cast 174 votes for Rick Woolfork to serve on the DCAD Board of Directors. This year, the City has 170 votes, DISD has 654 votes and Denton County has 567 votes. The following is a summarization of DCAD’s nomination process: Prior to October 1st - DCAD notifies taxing entities of the number of votes they are entitled to cast for appointing board members. Prior to October 15th - Nominations are submitted to DCAD by each jurisdiction. Prior to October 30th - DCAD compiles a comprehensive list of the nominees and forwards to each taxing unit in the form of a ballot. Prior to December 15 - The taxing jurisdictions choose by written resolution the candidate (s) of their choice. The jurisdiction then submits the name (s) and the votes cast to DCAD. Prior to December 31st - DCAD tabulates the votes and forwards the results back to the jurisdictions. The five candidates that receive the most votes become the Board of Directors as of January 1st. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 930 The seventeen candidates nominated by the taxing jurisdictions and a breakdown of the 5,000 votes is attached as Exhibit 2. RECOMMENDATION Staff recommends adoption of the resolution. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – DCAD Memo Exhibit 3 – Resolution Exhibit 4 - Presentation Respectfully submitted: Cassey Ogden, 349-7195 Director of Finance 931 TO:All Taxing Jurisdictions FROM:Hope McClure, Chief Appraiser DATE:October 28, 2021 SUBJECT:Candidates to the Denton CAD Board of Directors Candidates to the Denton Central Appraisal District Board of Directors are listed below. The list is in alphabetical order by last name. Each voting unit must cast its vote by written resolution and submit it to the Chief Appraiser before December 15th. The unit may cast all its votes for one candidate or may distribute the votes among any number of candidates. When a voting unit casts its votes, it must cast the votes for a person that was nominated and is named on the ballot. There is no provision for write-in candidates. The Tax Code does not permit the Chief Appraiser to count votes cast for someone not listed on the official ballot. The five nominees receiving the most votes will become the Denton CAD Board of Directors. The candidates nominated by the taxing jurisdictions are: (Please note Asterisk below) Candidate Nominating Jurisdiction 1.Roy Atwood Denton ISD, City of Carrollton 2.Devona Beaver Town of Hickory Creek 3.Alex Buck Lewisville ISD, City of Lewisville, City of Highland Village 4.Dirk Dahlke Town of Hickory Creek 5.Sharon Gentry Town of Flower Mound 6.Tom Heslep City of Highland Village 7.David Johnson Lewisville ISD, Denton County 8.Nancy Koket Town of Hickory Creek 9.John Lusk City of Oak Point 10.Howard Martin City of Denton 11.Ann Pomykal Lewisville ISD, City of Lewisville, Denton County 12.Charles Stafford Denton ISD 13.David Terre City of Frisco, Town of Little Elm, City of The Colony 14.Tom Washington Lewisville ISD, Denton County 15.Bryan Webb**City of Denton 16.Richard Weir City of Corinth 17.Rick Woolfolk Denton County **Bryan Webb has indicated that he does not want to be reappointed to the Board of Directors. Accompanying this document, you will find Bio Sheets and additional information provided by the nominees. Please take the time to familiarize yourself with the nominees and their qualifications before casting your vote. Since some of you may not be familiar with the process of selecting the Board, please do not hesitate to contact Misty Baptiste at (940) 349-3977 for clarification and/or information. 932 933 RESOLUTION NO._________________ A RESOLUTION CASTING VOTES FOR MEMBERSHIP TO THE BOARD OF DIRECTORS OF THE DENTON CENTRAL APPRAISAL DISTRICT; AND PROVIDING FOR AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City Council of the City of Denton, Texas hereby casts 170 votes for ________________________ for membership to the Board of Directors of the Denton Central Appraisal District for the County of Denton, Texas. SECTION 2. This Resolution shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. The ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1: Brian Beck, District 2: Jesse L. Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the _______ day of _______________________, 2021. ______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ Digitally signed by Mack Reinwand Date: 2021.11.29 15:52:32 -06'00' 934 Denton Central Appraisal District Board of Directors Vote December 7, 2021 –ID21-2149935 2 DCAD Board of Directors ▸The Board of Directors Role in the Property Tax System ▹The local property tax system follows the principle of checks and balances.An appraisal district board of directors hires the chief appraiser and sets the budget.The directors have no authority to set values or appraisal methods. The chief appraiser carries out the appraisal district's legal duties, hires the staff, makes the appraisals and operates the appraisal office. ▸Current Board of Directors Name Title Charles Stafford Chairman David Terre Vice Chairman Roy Atwood Secretary George Pryor Member Bryan Webb Member ▸Total Votes for all Tax Units = 5,000, City of Denton Votes = 170 December 7, 2021 –ID21-2149 936 3 Nomination Process ▸Prior to October 15th –Nominations are submitted to DCAD ▹City of Denton nominated Bryan Webb & Howard Martin ▸Prior to October 30th –DCAD compiles a list of nominees in ballot form and sends out to taxing units. ▹Total of 17 candidates, Bryan Webb has indicated he does not want to be reappointed. ▸Prior to December 15th –Council vote is submitted to DCAD. ▹Council may elect to cast all Denton’s votes for one candidate or split the 170 votes among multiple candidates. ▸Prior to December 31st –DCAD announces new Board of Directors. December 7, 2021 –ID21-2149 937 4 Questions? September 28, 2021 –ID21-1806 938 5 Background & Eligibility ▸Nominations ▹Howard Martin & Bryan Webb ▸Board members serve two-year terms. ▸Current Board term expires on December 31, 2021. ▸Eligibility – ▹Must reside in the appraisal district for at least two-years immediately preceding the date they take office; ▹City, County or School District elected officials are eligible; ▹Employees of a taxing unit are not eligible unless they are an elected official as well; ▹Person not eligible, if closely related to anyone in the appraisal district, or related to anyone who represents owners in the district, or if the person has an interest in a business that contracts with the district or a taxing unit. December 7, 2021 –ID21-2149 939 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2664,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a contract with Presidio Networked Solutions Group,LLC,for the purchase of network infrastructure equipment,maintenance,and support for Technology Infrastructure -Cisco,DellEMC, and VMWare for the Technology Services Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 7734 -awarded to Presidio Networked Solutions Group,LLC,for one (1) year,with the option for four (4)additional one (1)year extensions,in the total five (5)years not-to-exceed amount of $13,000,000.00). City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™940 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Presidio Networked Solutions Group, LLC, for the purchase of network infrastructure equipment, maintenance, and support for Technology Infrastructure – Cisco, DellEMC, and VMWare for the Technology Services Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7734 – awarded to Presidio Networked Solutions Group, LLC, for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) years not-to-exceed amount of $13,000,000.00). INFORMATION/BACKGROUND The Technology Service Department proposes a contract for infrastructure network and data center equipment to provide collaborative network access, telecommunications, data communications and compute performance for all City of Denton departments. The contract includes operational and mission- critical services but is not limited to Email, Enterprise Resource Planning (ERP), Utility Billing, Park Maintenance, Municipal Court Case Management, and Billing, Public Safety Dispatch and Records, and the City of Denton Phone System. Network and Datacenter equipment provides delivery of data through applications, mobility, cloud computing, and other similar technologies. The Cisco, EMC, and VMWare systems require annual licensing and support agreements to keep all of these systems running to support the needs of the community. This equipment also has a useful life which is typically between 5-7 years and must be replaced when the useful life comes to an end. We expect a majority of the City of Denton’s existing network infrastructure will need to be replaced during this contract. This contract will also be utilized to support new business initiatives that require additional technology infrastructure as well as to meet the technology requirements related to construction projects. Maintaining the support and maintenance for the technology is critical to providing a high level of service to City Departments, the residents, and businesses in the City of Denton. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 941 Project Description Estimated 5-Year Expenditure Backup system hardware lifecycle replacement and storage addition 450,000 Public Safety Disaster Recovery Hardware/Software, lifecycle replacement, and storage addition 375,000 Camera Storage 325,000 Primary Datacenter Hardware/Software lifecycle replacement 1,800,000 Network Equipment lifecycle replacement across all facilities 2,200,000 DME Disaster Recovery Hardware/Software lifecycle replacement and storage addition 465,000 DME SCADA Hardware/Software lifecycle replacement and disaster recovery 335,000 Water/Wastewater SCADA Refresh 280,000 Fire Station 9 Facility 36,000 Fire Station 10 Facility 36,000 Police Renovation 480,000 Unknown Construction Projects 450,000 Project Totals 7,232,000 Support and Maintenance 3,928,266 Professional Services 798,000 Contingency for Unforeseen 1,041,734 Total: 13,000,000 Requests for Proposals was sent to 306 prospective suppliers, including eight (8) Denton firms, of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Two (2) proposals were received and evaluated based upon published criteria including compliance with specifications, probable performance, and price. Best and Final Offers (BAFO) were requested from the top firm. Based upon this evaluation, Presidio Networked Solutions Group, LLC was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 206 - Computer Hardware & Peripherals for Mini & Main Frame Computers & 209 - Computer Software for Mini & Mainframe Computers (Preprogrammed) Notifications sent for Solicitation sent in IonWave: 306 Number of Suppliers that viewed Solicitation in IonWave: 11 HUB-Historically Underutilized Business Invitations sent out: 31 SBE-Small Business Enterprise Invitations sent out: 133 Responses from Solicitation: 2 RECOMMENDATION Award a contract with Presido Networked Solutions Group, LLC, for the purchase of network infrastructure equipment, maintenance, and support for Technology Infrastructure – Cisco, DellEMC, and VMWare for the Technology Services Department, in a one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $13,000,000.00. 942 PRINCIPAL PLACE OF BUSINESS Presidio Networked Solutions Group, LLC Irving, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for four (4) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These services/ will be funded from various funding sources including operating and capital funds. Requisitions will be entered on an as-needed basis. The City will only pay for equipment and services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: LLC Members Exhibit 4: Presentation Exhibit 5: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Leisha Meine, 940-349-7823. Legal point of contact: Marcella Lunn at 940-349-8333. 943 Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) City Discount % off MSRP Estimated Delivery ARO (Days) A1 EA Nexus Series Routers/Switches 52.5%subject to MFG lead time 52.00%14 to 42 days A2 EA Nexus Series IO Modules and Power Supplies 52.5%subject to MFG lead time 52.00%14 to 42 days A3 EA Nexus Series Licensing 52.5%subject to MFG lead time 52.00%14 to 42 days A5 EA Catalyst Series Routers/Switches 52.5%subject to MFG lead time 52.00%14 to 42 days A6 EA Catalyst Series IO Modules and Power Supplies 52.5%subject to MFG lead time 52.00%14 to 42 days A7 EA Catalyst Series Licensing 52.5%subject to MFG lead time 52.00%14 to 42 days A8 EA Voice Gateway and Communication Series Routers and Interface Cards 52.5%subject to MFG lead time 52.00%14 to 42 days A9 EA Voice Gateway and Communication Series Routers Licenses 52.5%subject to MFG lead time 52.00%14 to 42 days A10 EA Wireless LAN Controllers Series (WLC)52.5%subject to MFG lead time 52.00%14 to 42 days A11 EA Wireless Access Points Indoor and Outdoor Series (AP) 52.5%subject to MFG lead time 52.00%14 to 42 days A12 EA Wireless Access Point Licenses for all Wireless Controller Series 52.5%subject to MFG lead time 52.00%14 to 42 days A13 EA Prime Infrastructure Licenses 52.5%subject to MFG lead time 52.00%14 to 42 days A14 EA Mobility Services Engine (MSE) Licenses 52.5%subject to MFG lead time 52.00%14 to 42 days A15 EA Wireless Kits, Power Taps, and Injectors 52.5%subject to MFG lead time 52.00%14 to 42 days A16 EA UCS Fabric Interconnects, Blade Chassis, B Series Blade Servers, Blade Server Hard Drives, Chassis FOM/IOM, Blade IOM 61.0%subject to MFG lead time 61.50%14 to 42 days A4 EA UCS Series Fiber and Copper Transceivers and Twinax Cables 61.0%subject to MFG lead time 52.00%14 to 42 days A17 EA MDS Series Fabric Switches 52.5%subject to MFG lead time 52.00%14 to 42 days A4 EA MDS Series Fiber Transceivers 52.5%subject to MFG lead time 52.00%14 to 42 days A18 EA Identity Services Engine Licenses 52.5%subject to MFG lead time 52.00%14 to 42 days A19 EA ASA Series Firewalls 52.5%subject to MFG lead time 52.00%14 to 42 days A20 EA Unified Communications Manager (UCM), Unity Connection (UC), Unified Contact Center Express (UCCX) Licences 27.0%subject to MFG lead time 52.00%14 to 42 days A21 EA UCCX Workforce Manager (WFM), Quality Manager (QM) Licenses 10.0%subject to MFG lead time 52.00%14 to 42 days A22 EA ATA All models 52.5%subject to MFG lead time 52.00%14 to 42 days A23 EA Phones All Models, Expansion Modules All Models 52.5%subject to MFG lead time 52.00%14 to 42 days A24 EA Phone Power Supplies All Models 52.5%subject to MFG lead time 52.00%14 to 42 days B1 EA Nexus Series Smartnet Support and Maintenance Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B2 EA Nexus Series Smartnet Support and Maintenance Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B3 EA Nexus Series Software Support and Maintenance Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B4 EA Nexus Series Software Support and Maintenance Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B5 EA Catalyst Series Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 SECTION A- Hardware and Software SECTION B- Support and Maintenance Respondent's Business Name: Principal Place of Business (City and State): Presidio Networked Solutions Group, LLC Netsync Network Solutions Irving, TX Houston, TX Exhibit 2 RFP 7734 - Pricing Evaluation for Technology Infrastructure - Cisco 944 Respondent's Business Name: Principal Place of Business (City and State): Presidio Networked Solutions Group, LLC Netsync Network Solutions Irving, TX Houston, TX Exhibit 2 RFP 7734 - Pricing Evaluation for Technology Infrastructure - Cisco B6 EA Catalyst Series Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B7 EA Catalyst Series Software Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B8 EA Catalyst Series Software Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B9 EA Voice Gateway and Communication Series Routers Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B10 EA Voice Gateway and Communication Series Routers Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B11 EA Voice Gateway and Communication Series Routers Software Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B12 EA Voice Gateway and Communication Series Routers Software Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B13 EA Wireless LAN Controllers Series (WLC) Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B14 EA Wireless LAN Controllers Series (WLC) Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B15 EA Wireless Access Points Indoor and Outdoor Series (AP) Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B16 EA Wireless Access Points Indoor and Outdoor Series (AP) Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B17 EA Wireless Access Point Licenses for all Wireless Controller Series Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B18 EA Wireless Access Point Licenses for all Wireless Controller Series Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B19 EA Prime Infrastructure Licenses Software Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B20 EA Prime Infrastructure Licenses Software Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B21 EA Mobility Services Engine (MSE) Licenses Software Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B22 EA Mobility Services Engine (MSE) Licenses Software Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B23 EA UCS Series Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B24 EA UCS Series Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B25 EA MDS Series Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B26 EA MDS Series Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B27 EA Identity Services Engine Licenses Software Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B28 EA Identity Services Engine Licenses Software Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B29 EA ASA Series Firewalls Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B30 EA ASA Series Firewalls Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B31 EA Unified Communications Manager (UCM), Unity Connection (UC), Unified Contact Center Express (UCCX) Licences Software Support and Maintenance 1 Yr 27.0%entitles on shipment 20.00%1 B32 EA Unified Communications Manager (UCM), Unity Connection (UC), Unified Contact Center Express (UCCX) Licences Software Support and Maintenance 3 Yr 30.0%entitles on shipment 25.00%1 B33 EA UCCX Workforce Manager (WFM), Quality Manager (QM) Licenses Software Support and Maintenance 1 Yr 10.0%entitles on shipment 21.00%1 B34 EA UCCX Workforce Manager (WFM), Quality Manager (QM) Licenses Software Support and Maintenance 3 Yr 12.0%entitles on shipment 26.00%1 B35 EA ATA All Models Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 B36 EA ATA All Models Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 B37 EA Phones All Models, Expansion Modules All Models Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment 21.00%1 945 Respondent's Business Name: Principal Place of Business (City and State): Presidio Networked Solutions Group, LLC Netsync Network Solutions Irving, TX Houston, TX Exhibit 2 RFP 7734 - Pricing Evaluation for Technology Infrastructure - Cisco B38 EA Phones All Models, Expansion Modules All Models Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment 26.00%1 City's Rate - Regular Business Hours City's Rate - After Hours and Weekends City's Rate - Regular Business Hours City's Rate - After Hours and Weekends C1 HR Professional Services Technology Engineer $150.00 $187.50 $170.00 $170.00 C2 HR Professional Services Senior Technology Engineer $189.00 $236.25 $180.00 $180.00 C3 HR Professional Services Technology Design Engineer or Managing Consultant $215.00 $268.75 $0.00 $0.00 SECTION C- Professional Services 946 Item #UOM Product Description Current Extended MSRP (List Price x Qty) City's Discount Qty City's Price (MSRP - City's Discount) Current Extended MSRP (List Price x Qty) City's Discount Qty City's Price (MSRP - City's Discount) A1 EA C1-N9K-C9332PQ Cisco ONE Nexus 9332 ACI Leaf switch with 32p 40G QSFP $448,000.00 $235,200.00 16 $212,800.00 $448,000.00 $232,960.00 16 $215,040.00 Total Price (USD)$448,000.00 $235,200.00 $212,800.00 $448,000.00 $232,960.00 $215,040.00 A2 EA QSFP-40G-LR4-S= QSFP 40GBASE-LR4 Trnscvr Mod, LC, 10km, Enterprise- Class $57,750.00 $30,318.75 5 $27,431.25 $57,750.00 $30,030.00 5 $27,720.00 Total Price (USD)$57,750.00 $30,318.75 $27,431.25 $57,750.00 $30,030.00 $27,720.00 A3 EA C9300-48UXM-A Cisco ONE Catalyst 9300 48Port (12mGig+36Gig) UPoE LAN Network Advantage $707,500.00 $371,437.50 50 $336,062.50 $707,500.00 $367,900.00 50 $339,600.00 Total Price (USD)$707,500.00 $371,437.50 $336,062.50 $707,500.00 $367,900.00 $339,600.00 A4 EA SFP-10G-LR-S= 10GBASE-LR SFP Module, Enterprise-Class $210,000.00 $110,250.00 100 $99,750.00 $210,000.00 $109,200.00 100 $100,800.00 Total Price (USD)$210,000.00 $110,250.00 $99,750.00 $210,000.00 $109,200.00 $100,800.00 A5 EA VG310 Modular 24 FXS Port VoIP Gateway with PVDM3-64 $6,700.00 $3,517.50 20 $3,182.50 $6,700.00 $3,484.00 20 $3,216.00 Total Price (USD)$6,700.00 $3,517.50 $3,182.50 $6,700.00 $3,484.00 $3,216.00 A6 EA C9800-40-K9 Cisco 9800 Wireless Controller w/rack mounting kit $2,000,000.00 $1,050,000.00 100 $950,000.00 $2,000,000.00 $1,040,000.00 100 $960,000.00 A7 EA C9120AX Internal 802.11ax 4x4:4 MIMO;IOT;BT5;mGig;USB;RHL $165,000.00 $86,625.00 100 $78,375.00 $165,000.00 $85,800.00 100 $79,200.00 A8 EA AIR-AP-T-RAIL-R Ceiling Grid Clip for Aironet APs - Recessed Mount (Default)$0.00 100 $0.00 $0.00 100 $0.00 A9 EA AIR-AP-BRACKET-1 802.11n AP Low Profile Mounting Bracket (Default)$0.00 100 $0.00 $0.00 100 $0.00 A10 EA SW9120AX-CAPWAP-K9 Capwap software for Catalyst 9120AX $0.00 100 $0.00 $0.00 100 $0.00 Total Price (USD)$2,165,000.00 $1,136,625.00 $1,028,375.00 $2,165,000.00 $1,125,800.00 $1,039,200.00 A11 EA ASA5516-FPWR-K9 ASA 5516-X with FirePOWER services, 8GE, AC, 3DES/AES $35,970.00 $18,884.25 6 $17,085.75 $35,970.00 $18,704.40 6 $17,265.60 Total Price (USD)$35,970.00 $18,884.25 $17,085.75 $35,970.00 $18,704.40 $17,265.60 A12 EA Firepower 2110 - FPR2110-NGFW-K9 $0.00 $0.00 $0.00 $11,033.48 $5,737.41 Firepower 2140 - L-FPR2140T-TMC= $0.00 $0.00 $0.00 $79,555.00 $41,368.60 Total Price (USD)$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 A13 EA ATA190 UC 2 Port Analog Telephone Adapter $15,000.00 $7,875.00 50 $7,125.00 $15,000.00 $7,800.00 50 $7,200.00 Total Price (USD)$15,000.00 $7,875.00 $7,125.00 $15,000.00 $7,800.00 $7,200.00 A14 EA CP-8845-K9= Cisco IP Phone 8845 $257,500.00 $135,187.50 500 $122,312.50 $257,500.00 $133,900.00 500 $123,600.00 Total Price (USD)$257,500.00 $135,187.50 $122,312.50 $257,500.00 $133,900.00 $123,600.00 Item # 1 2 Probable Performance - 30% 3 Price, Total Cost of Ownership - 40% 85.58 28.00 40.00 92.00 Criteria Presidio Networked Solutions Group, LLC Netsync Network Solutions Irving, TX Compliance with Specifications - 30%24.00 24.00 22.00 39.58 Total:$1,854,124.50 $1,873,641.60 RFP 7734 - Pricing Evaluation for Technology Infrastructure - Cisco Respondent's Business Name: Principal Place of Business (City and State): Netsync Network Solutions Houston, TX Presidio Networked Solutions Group, LLC Exhibit 2 SOLUTION A- Hardware and Software Evaluation Market Basket Pricing (FOB DESTINATION): Evalaution Total Score: 947 Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) City Discount % off MSRP Estimated Delivery ARO (Days) A1 EA Unity Series DPE 50%subject to MFG lead time 10%14 to 42 days A2 EA Unity Series Expansion DAE 50%subject to MFG lead time 10%14 to 42 days A3 EA Unity Series NL SAS 50%subject to MFG lead time 10%14 to 42 days A4 EA Unity Series SAS 50%subject to MFG lead time 10%14 to 42 days A5 EA Unity Series SSD 50%subject to MFG lead time 10%14 to 42 days A6 EA Unity Series FAST CACHE 50%subject to MFG lead time 10%14 to 42 days A7 EA Unity Series IO Cards 50%subject to MFG lead time 10%14 to 42 days A8 EA Unity Series Software Suites License 50%subject to MFG lead time 10%14 to 42 days A9 EA Unity Series PowerPath License 50%subject to MFG lead time 10%14 to 42 days A10 EA Unity Series PS Installation/Implementation (DELLEMC)15%subject to MFG lead time 10%14 to 42 days A11 EA Unity Series Enhanced Software Support 50%subject to MFG lead time 10%14 to 42 days A12 EA Unity Series Premium Software Support 50%subject to MFG lead time 10%14 to 42 days A13 EA Unity Series Enhanced Hardware Support 50%subject to MFG lead time 10%14 to 42 days A14 EA Unity Series Premium Hardware Support 50%subject to MFG lead time 10%14 to 42 days A15 EA Unity XT Series All Flash DPE 50%subject to MFG lead time 10%14 to 42 days A16 EA Unity XT Series Hybrid DPE 50%subject to MFG lead time 10%14 to 42 days A17 EA Unity XT Series All Flash Expansion DAE 50%subject to MFG lead time 10%14 to 42 days A18 EA Unity XT Series Hybrid Expansion DAE 50%subject to MFG lead time 10%14 to 42 days A19 EA Unity XT Series NL SAS 50%subject to MFG lead time 10%14 to 42 days A20 EA Unity XT Series SAS 50%subject to MFG lead time 10%14 to 42 days A21 EA Unity XT Series SSD 50%subject to MFG lead time 10%14 to 42 days A22 EA Unity XT Series IO Cards 50%subject to MFG lead time 10%14 to 42 days A23 EA Unity XT Series Software Suites License 50%subject to MFG lead time 10%14 to 42 days A24 EA Unity XT Series PowerPath License 50%subject to MFG lead time 10%14 to 42 days A25 EA Unity XT Series PS Installation/Implementation (DELLEMC)15%subject to MFG lead time 10%14 to 42 days A26 EA Unity XT Series Enhanced Software Support 50%subject to MFG lead time 10%14 to 42 days A27 EA Unity XT Series Premium Software Support 50%subject to MFG lead time 10%14 to 42 days A28 EA Unity XT Series Enhanced Hardware Support 50%subject to MFG lead time 10%14 to 42 days A29 EA Unity XT Series Premium Hardware Support 50%subject to MFG lead time 10%14 to 42 days A30 EA Isilon NL Series 55%subject to MFG lead time 10%14 to 42 days A31 EA Isilon NL Series RAM 55%subject to MFG lead time 10%14 to 42 days A32 EA Isilon NL Series NL-SAS HDD 55%subject to MFG lead time 10%14 to 42 days A33 EA Isilon Optional 10GbE 55%subject to MFG lead time 10%14 to 42 days Exhibit 2 SECTION A- STORAGE Product Proposal Pricing (FOB DESTINATION): Respondent's Business Name: Principal Place of Business (City and State): Presidio Networked Solutions Group, Netsync Network Irving, TX Houston, TX RFP 7734 - Pricing Evaluation Technology Infrastructure - DellEMC 948 Exhibit 2 Product Proposal Pricing (FOB DESTINATION): Respondent's Business Name: Principal Place of Business (City and State): Presidio Networked Solutions Group, Netsync Network Irving, TX Houston, TX RFP 7734 - Pricing Evaluation Technology Infrastructure - DellEMC A34 EA Isilon NL Series Software Licenses 55%subject to MFG lead time 10%14 to 42 days A35 EA Isilon NL Series Enhanced Software Support 55%subject to MFG lead time 10%14 to 42 days A36 EA Isilon NL Series Premium Software Support 55%subject to MFG lead time 10%14 to 42 days A37 EA Isilon NL Series Enhanced Hardware Support 55%subject to MFG lead time 10%14 to 42 days A38 EA Isilon NL Series Premium Hardware Support 55%subject to MFG lead time 10%14 to 42 days A39 EA Isilon A Series 55%subject to MFG lead time 10%14 to 42 days A40 EA Isilon A Series NL-SAS HDD 55%subject to MFG lead time 10%14 to 42 days A41 EA Isilon A Series Enhanced Software Support 55%subject to MFG lead time 10%14 to 42 days A42 EA Isilon A Series Premium Software Support 55%subject to MFG lead time 10%14 to 42 days A43 EA Isilon A Series Enhanced Hardware Support 55%subject to MFG lead time 10%14 to 42 days A44 EA Isilon A Series Premium Hardware Support 55%subject to MFG lead time 10%14 to 42 days A45 EA Isilon H Series 55%subject to MFG lead time 10%14 to 42 days A46 EA Isilon H Series SAS HDD 55%subject to MFG lead time 10%14 to 42 days A47 EA Isilon H Series Enhanced Software Support 55%subject to MFG lead time 10%14 to 42 days A48 EA Isilon H Series Premium Software Support 55%subject to MFG lead time 10%14 to 42 days A49 EA Isilon H Series Enhanced Hardware Support 55%subject to MFG lead time 10%14 to 42 days A50 EA Isilon H Series Premium Hardware Support 55%subject to MFG lead time 10%14 to 42 days A51 EA Isilon F Series 55%subject to MFG lead time 10%14 to 42 days A52 EA Isilon F Series SSD 55%subject to MFG lead time 10%14 to 42 days A53 EA Isilon F Series Enhanced Software Support 55%subject to MFG lead time 10%14 to 42 days A54 EA Isilon F Series Premium Software Support 55%subject to MFG lead time 10%14 to 42 days A55 EA Isilon F Series Enhanced Hardware Support 55%subject to MFG lead time 10%14 to 42 days A56 EA Isilon F Series Premium Hardware Support 55%subject to MFG lead time 10%14 to 42 days A57 EA Isilon PS Installation/Implementation (DELLEMC)15%subject to MFG lead time 10%14 to 42 days A58 EA XtremIO Series Brick, Storage Controllers, Management Controllers, Management License 55%subject to MFG lead time 10%14 to 42 days A59 EA XtremIO Series Flash Drives 55%subject to MFG lead time 10%14 to 42 days A60 EA XtremIO Series Backup UPS 55%subject to MFG lead time 10%14 to 42 days A61 EA XtremIO Series Enhanced Software Support 55%subject to MFG lead time 10%14 to 42 days A62 EA XtremIO Servies Premium Software Support 55%subject to MFG lead time 10%14 to 42 days A63 EA XtremIO Series Enhanced Hardware Support 55%subject to MFG lead time 10%14 to 42 days A64 EA XtremIO Series Premium Hardware Support 55%subject to MFG lead time 10%14 to 42 days A65 EA PowerPath Series Licensing 55%subject to MFG lead time 10%14 to 42 days A66 EA PowerPath Series Enhanced Software Support 55%subject to MFG lead time 10%14 to 42 days A67 EA PowerPath Series Premium Software Support 55%subject to MFG lead time 10%14 to 42 days B1 EA Vplex Base Engine Including Base Licenses, Base Management Server, Base FC Modules 57%subject to MFG lead time 10%14 to 42 days B2 EA Vplex METRO Licenses 57%subject to MFG lead time 10%14 to 42 days B3 EA Vplex PS Installation/Implementation (DELLEMC)15%subject to MFG lead time 10%14 to 42 days SECTION B-REPLICATION 949 Exhibit 2 Product Proposal Pricing (FOB DESTINATION): Respondent's Business Name: Principal Place of Business (City and State): Presidio Networked Solutions Group, Netsync Network Irving, TX Houston, TX RFP 7734 - Pricing Evaluation Technology Infrastructure - DellEMC B4 EA Vplex Enhanced Software Support 57%subject to MFG lead time 10%14 to 42 days B5 EA Vplex Premium Software Support 57%subject to MFG lead time 10%14 to 42 days B6 EA Vplex Enhanced Hardware Support 57%subject to MFG lead time 10%14 to 42 days B7 EA Vplex Premium Hardware Support 57%subject to MFG lead time 10%14 to 42 days B8 EA RecoverPoint DPE 44%subject to MFG lead time 10%14 to 42 days B9 EA RecoverPoint RPA 44%subject to MFG lead time 10%14 to 42 days B10 EA RecoverPoint License 44%subject to MFG lead time 10%14 to 42 days B11 EA RecoverPoint Software Suite 44%subject to MFG lead time 10%14 to 42 days B12 EA RecoverPoint PS Installation/Implementation (DELLEMC)15%subject to MFG lead time 10%14 to 42 days B13 EA RecoverPoint Enhanced Software Support 44%subject to MFG lead time 10%14 to 42 days B14 EA RecoverPoint Premium Software Support 44%subject to MFG lead time 10%14 to 42 days B15 EA RecoverPoint Enhanced Hardware Support 44%subject to MFG lead time 10%14 to 42 days B16 EA RecoverPoint Premium Hardware Support 44%subject to MFG lead time 10%14 to 42 days C1 EA Power Protect Data Doman System Including Base License 50%subject to MFG lead time 10%14 to 42 days C2 EA Power Protect Data Doman System Expansion 50%subject to MFG lead time 10%14 to 42 days C3 EA Power Protect Data Doman Capacity License 50%subject to MFG lead time 10%14 to 42 days C4 EA Power Protect Data Doman Expansion Capacity License 50%subject to MFG lead time 10%14 to 42 days C5 EA Power Protect Data Doman PS Installation/Implementation (DELLEMC)15%subject to MFG lead time 10%14 to 42 days C6 EA Power Protect Data Doman DD Boost License 50%subject to MFG lead time 10%14 to 42 days C7 EA Power Protect Data Doman Optional IO Modules 50%subject to MFG lead time 10%14 to 42 days C8 EA Power Protect Data Doman Enhanced Software Support 50%subject to MFG lead time 10%14 to 42 days C9 EA Power Protect Data Doman Premium Software Support 50%subject to MFG lead time 10%14 to 42 days C10 EA Power Protect Data Doman Enhanced Hardware Support 50%subject to MFG lead time 10%14 to 42 days C11 EA Power Protect Data Doman Premium Hardware Support 50%subject to MFG lead time 10%14 to 42 days D1 EA VXRail HCIA Base Chassis with 4 Nodes 49%subject to MFG lead time 10%14 to 42 days D2 EA VXRail Additional Chassis 49%subject to MFG lead time 10%14 to 42 days D3 EA VXRail Additional Node 49%subject to MFG lead time 10%14 to 42 days D4 EA VXRail HCIA Disk Pack 49%subject to MFG lead time 10%14 to 42 days D5 EA VXRail HCIA Software 49%subject to MFG lead time 10%14 to 42 days D6 EA VXRail PS Installation/Implementation (DELLEMC)15%subject to MFG lead time 10%14 to 42 days D7 EA VXRail Enhanced Software Support 49%subject to MFG lead time 10%14 to 42 days D8 EA VXRail Premium Software Support 49%subject to MFG lead time 10%14 to 42 days D9 EA VXRail Enhanced Hardware Support 49%subject to MFG lead time 10%14 to 42 days D10 EA VXRail Premium Hardware Support 49%subject to MFG lead time 10%14 to 42 days SECTION D- CONVERGED SECTION C- BACKUP 950 Exhibit 2 Product Proposal Pricing (FOB DESTINATION): Respondent's Business Name: Principal Place of Business (City and State): Presidio Networked Solutions Group, Netsync Network Irving, TX Houston, TX RFP 7734 - Pricing Evaluation Technology Infrastructure - DellEMC City's Rate - Regular Business Hours City's Rate - After Hours and Weekends City's Rate - Regular Business Hours City's Rate - After Hours and Weekends E1 HR Professional Services Technology Engineer $150.00 $187.50 $170.00 $170.00 E2 HR Professional Services Senior Technology Engineer $189.00 $236.25 $180.00 $180.00 E3 HR Professional Services Technology Design Engineer or Managing Consultant $215.00 $268.75 $0.00 $0.00 SECTION E - Professional Services 951 Item #UOM Product Description Current Extended MSRP (List Price x Qty) City's Discount Qty City's Price (MSRP - City's Discount) Current Extended MSRP (List Price x Qty) City's Discount Qty City's Price (MSRP - City's Discount) SA1 EA H500 - 60TB (15x4TB)/3.2TB SSD $34,618.00 $19,039.90 1 $15,578.10 $34,618.00 $3,461.80 1 $31,156.20 SA2 EA New Cluster $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA3 EA 2x40GbE (QSFP+) Back End W/O OPTICS $977.00 $537.35 1 $439.65 $977.00 $97.70 1 $879.30 SA4 EA 2x10GbE (SFP+) W/O OPTICS $1,010.00 $555.50 1 $454.50 $1,010.00 $101.00 1 $909.00 SA5 EA Transceivers/Optic/SFP+/SR/10GbE/Qty 2 $185.00 $101.75 1 $83.25 $185.00 $18.50 1 $166.50 SA6 EA OneFS Base License Tier 3 $19,600.00 $10,780.00 1 $8,820.00 $19,600.00 $1,960.00 1 $17,640.00 SA7 EA OneFS Capacity License Tier 3 $28,420.20 $15,631.11 60 $12,789.09 $28,420.20 $2,842.02 60 $25,578.18 SA8 EA Enterprise Bundle Tier 3 $2,996.00 $1,647.80 1 $1,348.20 $2,996.00 $299.60 1 $2,696.40 SA9 EA Enterprise Bundle Capacity T3 Per TB $2,880.00 $1,584.00 60 $1,296.00 $2,880.00 $288.00 60 $2,592.00 SA10 EA SyncIQ Base License Tier 3 $1,667.00 $916.85 1 $750.15 $1,667.00 $166.70 1 $1,500.30 SA11 EA HDFS for OneFS ($0.00)$0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA12 EA SyncIQ Capacity License Tier 3 $1,620.00 $891.00 60 $729.00 $1,620.00 $162.00 60 $1,458.00 SA13 EA 5 Years ProSupport Plus Mission Critical 4 Hour Onsite Service $25,643.09 $14,103.70 1 $11,539.39 $25,643.09 $2,564.31 1 $23,078.78 SA14 EA 5 Years ProSupport Plus Mission Critical OneFS Base Software Support-Maint $13,720.00 $7,546.00 1 $6,174.00 $13,720.00 $1,372.00 1 $12,348.00 SA15 EA 5 Years ProSupport Plus Mission Critical OneFS Capacity Software Support-Maint $19,894.20 $10,941.81 60 $8,952.39 $19,894.20 $1,989.42 60 $17,904.78 SA16 EA 5 Years ProSupport Plus Mission Critical HDFS for OneFS Software Support-Maint $0.01 $0.01 1 $0.00 $0.01 $0.00 1 $0.01 SA17 EA 5 Years ProSupport Plus Mission Critical SyncIQ Base Software Support-Maint $1,667.00 $916.85 1 $750.15 $1,667.00 $166.70 1 $1,500.30 SA18 EA 5 Years ProSupport Plus Mission Critical Enterprise Bundle Base Software Support-Maint $2,996.00 $1,647.80 1 $1,348.20 $2,996.00 $299.60 1 $2,696.40 SA19 EA 5 Years ProSupport Plus Mission Critical Enterprise Bundle Capacity Software Support-Maint $2,880.00 $1,584.00 60 $1,296.00 $2,880.00 $288.00 60 $2,592.00 SA20 EA Custom Installation required with this order $0.01 $0.01 1 $0.00 $0.01 $0.00 1 $0.01 SA21 EA 5 Years ProSupport Plus Mission Critical 4 Hour Capacity Add-On Per Terabyte $5,211.60 $2,866.38 60 $2,345.22 $5,211.60 $521.16 60 $4,690.44 SA22 EA US No Canada Ship Charge $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA23 EA DOD Gloss Poly UID Label 2 X 0.50 $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA24 EA ISG Product (info)$0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA25 EA Base Chassis - Normal $5,608.00 $3,084.40 1 $2,523.60 $5,608.00 $560.80 1 $5,047.20 SA26 EA 5 Years ProSupport Plus Mission Critical 4 Hour Onsite Service $4,186.11 $2,302.36 1 $1,883.75 $4,186.11 $418.61 1 $3,767.50 SA27 EA US No Canada Ship Charge $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA28 EA ISG Product (info)$0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA29 EA Z9100 Dell Networking Switch $29,722.00 $16,347.10 1 $13,374.90 $29,722.00 $2,972.20 1 $26,749.80 SA30 EA Z9100 Series User Guide $5.00 $2.75 1 $2.25 $5.00 $0.50 1 $4.50 SA31 EA Dell Switch Field Installation Kit for S4148F, Z9100 $233.95 $128.67 1 $105.28 $233.95 $23.40 1 $210.56 SA32 EA OS10 Enterprise Software, Z9100 $8,000.00 $4,400.00 1 $3,600.00 $8,000.00 $800.00 1 $7,200.00 SA33 EA 5 Years ProSupport Plus Mission Critical 4 Hour Onsite Service $22,873.11 $12,580.21 1 $10,292.90 $22,873.11 $2,287.31 1 $20,585.80 SA34 EA Accessories Label BASE $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA35 EA New Cluster $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA36 EA Normal $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA37 EA Ethernet Back-end I/O $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA38 EA PWCRD KIT for Gen6 Normal Chassis $198.00 $108.90 2 $89.10 $198.00 $19.80 2 $178.20 SA39 EA CABLE, ETHERNET, 40G, PASS, HALFREE, 1M $1,792.00 $985.60 8 $806.40 $1,792.00 $179.20 8 $1,612.80 SA40 EA US No Canada Ship Charge $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA41 EA ISG Product (info)$0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 Exhibit 2 RFP 7734 - Pricing Evaluation Technology Infrastructure - DellEMC Irving, TX Netsync Network Solutions Houston, TX Evaluation Market Basket Pricing (FOB DESTINATION): SOLUTION A- STORAGE (ISILON and UNITY XT) Principal Place of Business (City and State): Respondent's Business Name:Presidio Networked Solutions Group, LLC 952 Exhibit 2 RFP 7734 - Pricing Evaluation Technology Infrastructure - DellEMC Irving, TX Netsync Network Solutions Houston, TX Evaluation Market Basket Pricing (FOB DESTINATION): Principal Place of Business (City and State): Respondent's Business Name:Presidio Networked Solutions Group, LLC SA42 EA No Service $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 $238,603.28 $131,231.80 $107,371.48 $238,603.28 $23,860.33 $214,742.95 SA43 EA Unity 480F DPE 25x2.5 Customer Supplied Rack (High Line Power 200V-240V)$27,880.00 $13,940.00 1 $13,940.00 $27,880.00 $2,788.00 1 $25,092.00 SA44 EA Unity AFA Base Software+ D@RE=IC $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA45 EA Unity F 3.84TB ALL FLASH 25X2.5 SSD $270,750.00 $135,375.00 25 $135,375.00 $270,750.00 $27,075.00 25 $243,675.00 SA46 EA Unity 2X4 Port Card 10GbE OPT AF $2,440.00 $1,220.00 1 $1,220.00 $2,440.00 $244.00 1 $2,196.00 SA47 EA Unity 2x4 Port IO 16Gb FC AF $3,530.00 $1,765.00 1 $1,765.00 $3,530.00 $353.00 1 $3,177.00 SA48 EA Pair of C13/C14 cables (Highline Power)/C19/C20 cables (480/680 Lowline Power) included with DPE $0.00 2 $0.00 $0.00 $0.00 2 $0.00 SA49 EA Unity XT AFA Field Install Kit $293.00 $146.50 1 $146.50 $293.00 $29.30 1 $263.70 SA50 EA ISG Product (info)$0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA51 EA 4 Years ProSupport Plus Mission Critical 4 Hour Onsite Service $13,516.34 $6,758.17 1 $6,758.17 $13,516.34 $1,351.63 1 $12,164.71 SA52 EA 4 Years ProSupport Plus Mission Critical 4 Hour Medium Capacity SSD Add-On $192,000.00 $96,000.00 25 $96,000.00 $192,000.00 $19,200.00 25 $172,800.00 SA53 EA 4 Years ProSupport Plus Mission Critical, Software Support Maintenance $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA54 EA Prodeploy Plus for Unity X80 DPE Hybrid and All Flash $5,920.00 $5,032.00 1 $888.00 $5,920.00 $592.00 1 $5,328.00 SA55 EA US No Canada Ship Charge $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA56 EA Unity 2U 25x2.5 DAE Customer Supplied Rack AF (Pair of SAS Cables Included)$2,440.00 $1,220.00 1 $1,220.00 $2,440.00 $244.00 1 $2,196.00 SA57 EA Unity F 3.84TB ALL FLASH 25X2.5 SSD $238,260.00 $119,130.00 22 $119,130.00 $238,260.00 $23,826.00 22 $214,434.00 SA58 EA Unity 2x2M DAE SAS CBL AF $270.00 $135.00 1 $135.00 $270.00 $27.00 1 $243.00 SA59 EA Non TLA Order $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA60 EA ISG Product (info)$0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA61 EA 4 Years ProSupport Plus Mission Critical 4 Hour Onsite Service $1,216.29 $608.15 1 $608.15 $1,216.29 $121.63 1 $1,094.66 SA62 EA 4 Years ProSupport Plus Mission Critical 4 Hour Medium Capacity SSD Add-On $168,960.00 $84,480.00 22 $84,480.00 $168,960.00 $16,896.00 22 $152,064.00 SA63 EA Prodeploy Plus for Dell EMC Unity Deployment Unity 15 25 Drive DAE All Flash $814.00 $691.90 1 $122.10 $814.00 $81.40 1 $732.60 SA64 EA US No Canada Ship Charge $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA65 EA AppSync Unity Af $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA66 EA AppSync Basic for Unity AF 380=IC $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA67 EA ONSITE INSTALL DECLINED $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA68 EA Storage Software Info $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA69 EA ProSupport for Hardware Declined $0.00 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA70 EA RecoverPoint for Unity XT AF $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA71 EA RP BASIC LOC AND REM FOR UNITY $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA72 EA No Installation $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA73 EA 4 Years ProSupport Plus Mission Critical, RecoverPoint Basic - All-Flash, Sftwr Spt/Maintenance $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA74 EA Storage Software Info $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SA75 EA ProSupport for Hardware Declined $0.00 1 $0.00 $0.00 $0.00 1 $0.00 $928,289.63 $466,501.72 $461,787.92 $928,289.63 $92,828.96 $835,460.67 SB1 EA DELLEMC PE MANAGEMENT SERVER $4,485.00 $2,556.45 1 $1,928.55 $4,485.00 $448.50 1 $4,036.50 SB2 EA VPLEX VS2 SINGLE CONFIG RACK (TITAN)$10,810.00 $6,161.70 1 $4,648.30 $10,810.00 $1,081.00 1 $9,729.00 SB3 EA VPLEX VS2 BASE ENGINE $29,340.00 $16,723.80 1 $12,616.20 $29,340.00 $2,934.00 1 $26,406.00 SB4 EA 30A 1PH L6-30P N.AMER JAPAN $270.00 $153.90 1 $116.10 $270.00 $27.00 1 $243.00 SB5 EA CHINOOK FRONT END I/O OPTION (8GFC)$3,090.00 $1,761.30 1 $1,328.70 $3,090.00 $309.00 1 $2,781.00 SB6 EA 8 GBIT FC COM MODULES $3,090.00 $1,761.30 1 $1,328.70 $3,090.00 $309.00 1 $2,781.00 SB7 EA PROSUPPORT W/MISSION CRITICAL-HW WARRANT $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SB8 EA NP ASSY VPLEX OS GPLV3 SW NO CHARGE $0.00 1 $0.00 $0.00 $0.00 1 $0.00 Site 1 Total Price: Total Price: SOLUTION B-REPLICATION (VPLEX) 953 Exhibit 2 RFP 7734 - Pricing Evaluation Technology Infrastructure - DellEMC Irving, TX Netsync Network Solutions Houston, TX Evaluation Market Basket Pricing (FOB DESTINATION): Principal Place of Business (City and State): Respondent's Business Name:Presidio Networked Solutions Group, LLC SB9 EA NP VPLEX OS NON GPLV3 SW NO CHARGE $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SB10 EA VPLEX VS2 GEOSYNC CAP BASE 10TB SW=CA $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SB11 EA PROSUPPORT 4HR/MC SOFTWARE SUPPORT $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SB12 EA VPLEX VS2 GEOSYNC CAPACITY SW $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SB13 EA VPLEX VS2 GEOSYNC 1TB 41-60TB SW=CA $58,000.00 $33,060.00 40 $24,940.00 $58,000.00 $5,800.00 40 $52,200.00 SB14 EA PROSUPPORT 4HR/MC SOFTWARE SUPPORT $12,179.88 $6,942.53 1 $5,237.35 $12,179.88 $1,217.99 1 $10,961.89 SB15 EA VPLEX VALUEPAK $3,300.00 $1,881.00 1 $1,419.00 $3,300.00 $330.00 1 $2,970.00 SB16 EA HEALTH CHECK FOR VPLEX $13,660.00 $7,786.20 1 $5,873.80 $13,660.00 $1,366.00 1 $12,294.00 SB17 EA ZERO DOLLAR ESRS INSTALL $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SB18 EA CARS WS APP + INFR READINESS VPLEX METRO $49,550.00 $28,243.50 1 $21,306.50 $49,550.00 $4,955.00 1 $44,595.00 SB19 EA DELLEMC PE MANAGEMENT SERVER $4,485.00 $2,556.45 1 $1,928.55 $4,485.00 $448.50 1 $4,036.50 SB20 EA VPLEX VS2 SINGLE CONFIG RACK (TITAN)$10,810.00 $6,161.70 1 $4,648.30 $10,810.00 $1,081.00 1 $9,729.00 SB21 EA VPLEX VS2 BASE ENGINE $29,340.00 $16,723.80 1 $12,616.20 $29,340.00 $2,934.00 1 $26,406.00 SB22 EA 30A 1PH L6-30P N.AMER JAPAN $270.00 $153.90 1 $116.10 $270.00 $27.00 1 $243.00 SB23 EA CHINOOK FRONT END I/O OPTION (8GFC)$3,090.00 $1,761.30 1 $1,328.70 $3,090.00 $309.00 1 $2,781.00 SB24 EA 8 GBIT FC COM MODULES $3,090.00 $1,761.30 1 $1,328.70 $3,090.00 $309.00 1 $2,781.00 SB25 EA PROSUPPORT W/MISSION CRITICAL-HW WARRANT $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SB26 EA NP ASSY VPLEX OS GPLV3 SW NO CHARGE $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SB27 EA NP VPLEX OS NON GPLV3 SW NO CHARGE $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SB28 EA VPLEX VS2 GEOSYNC CAP BASE 10TB SW=CA $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SB29 EA PROSUPPORT 4HR/MC SOFTWARE SUPPORT $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SB30 EA VPLEX VS2 GEOSYNC CAPACITY SW $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SB31 EA VPLEX VS2 GEOSYNC 1TB 41-60TB SW=CA $58,000.00 $33,060.00 40 $24,940.00 $58,000.00 $5,800.00 40 $52,200.00 SB32 EA PROSUPPORT 4HR/MC SOFTWARE SUPPORT $12,179.88 $6,942.53 1 $5,237.35 $12,179.88 $1,217.99 1 $10,961.89 SB33 EA VPLEX VALUEPAK $3,300.00 $1,881.00 1 $1,419.00 $3,300.00 $330.00 1 $2,970.00 SB34 EA HEALTH CHECK FOR VPLEX $13,660.00 $7,786.20 1 $5,873.80 $13,660.00 $1,366.00 1 $12,294.00 SB35 EA ZERO DOLLAR ESRS INSTALL $0.00 1 $0.00 $0.00 $0.00 1 $0.00 $325,999.76 $185,819.86 $140,179.90 $325,999.76 $32,599.98 $293,399.78 SC1 EA PowerProtect DD6900 - AMER $108,261.76 $54,130.88 1 $54,130.88 $108,261.76 $10,826.18 1 $97,435.58 SC2 EA Controller DD6900 NFS CIFS $0.00 1 $0.00 $0.00 1 SC3 EA SYSTEM DD6900 NFS CIFS $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC4 EA DD6900 Field Install kit $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC5 EA DD OS 7.4=IA $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC6 EA Dell Hardware Limited Warranty Initial Year $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC7 EA ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 1 Year $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC8 EA ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 2 Years Extended $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC9 EA ProSupport: Mission Critical 7x24 HW/SW Tech Support and Assistance 3 Years $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC10 EA Dell Hardware Limited Warranty Plus On Site Service Extended Year $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC11 EA LICENSE BASE DD OE =IA $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC12 EA ProSupport Mission Critical, Operating Environment, Software Support/Maintenance 3 Years $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC13 EA ProSupport Mission Critical, Operating Environment, Software Support, Contract 3 Years $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC14 EA ProDeploy Plus Training Credits 500 Redeem at education.dellemc.com Expires 1Yr from Order Date $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC15 EA Prodeploy Plus for PowerProtect Data Domain 6XXX 9XXX $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC16 EA Prodeploy Plus for PowerProtect Data Domain 6XXX 9XXX Deployment Verification $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SOLUTION C- Backup (DD6900) Site 2 Solution B Total Price: 954 Exhibit 2 RFP 7734 - Pricing Evaluation Technology Infrastructure - DellEMC Irving, TX Netsync Network Solutions Houston, TX Evaluation Market Basket Pricing (FOB DESTINATION): Principal Place of Business (City and State): Respondent's Business Name:Presidio Networked Solutions Group, LLC SC17 EA ISG Product (info)$0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC18 EA DD 1.92TB internal Cache SSD $0.00 2 $0.00 $0.00 $0.00 2 $0.00 SC19 EA PDU 1M Included $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC20 EA DD 10GSFP IO MODULE NDC $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC21 EA DD 12G 4 port SAS HBA $0.00 2 $0.00 $0.00 $0.00 2 $0.00 SC22 EA DD 10GBASE-T IO MODULE 4Port Full Height $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC23 EA DD 10GSFP IO MODULE 4Port Full Height $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC24 EA XCVR 10GbE SR SFP $0.00 8 $0.00 $0.00 $0.00 8 $0.00 SC25 EA Cable 10GbE 3M TWINAX $0.00 4 $0.00 $0.00 $0.00 4 $0.00 SC26 EA DD 3M SAS HD FLEX $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC27 EA Education Services - PowerProtect DD Systems Admin Instructor Led Training Expire 1YR $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC28 EA Education Services - Dell EMC Proven Professional Exam Voucher Expire1YR $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC29 EA PowerProtect DD 4TB DS60 - 120TB NVI AMER $627,436.23 $313,718.12 1 $313,718.12 $627,436.23 $62,743.62 1 $564,692.61 SC30 EA DD DS60 SHELF Field $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC31 EA ProSupport Mission Critical, DD New, 1TB, Software Support, Contract 3 Years $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC32 EA FIELD INSTALLED DAE $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC33 EA ProSupport Mission Critical, DD Boost, 1TB, Software Support, Contract 3 Years $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC34 EA ProSupport Mission Critical, DD Replication, 1TB, Software Support, Contract 3 Years $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC35 EA Dell Hardware Limited Warranty Initial Year $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC36 EA ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 1 Year $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC37 EA ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 2 Years Extended $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC38 EA ProSupport: Mission Critical 7x24 HW/SW Tech Support and Assistance 3 Years $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC39 EA Dell Hardware Limited Warranty Plus On Site Service Extended Year $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC40 EA Prodeploy Plus for DSXX $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC41 EA Prodeploy Plus for DSXX Deployment Verification $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC42 EA ISG Product (info)$0.00 1 $0.00 $0.00 $0.00 1 $0.00 SC43 EA DD New Software 1TB Raw=CB $0.00 240 $0.00 $0.00 $0.00 240 $0.00 SC44 EA ProSupport Mission Critical, DD New, 1TB, Software Support/Maintenance 3 Years $0.00 240 $0.00 $0.00 $0.00 240 $0.00 SC45 EA DS60 4TB Active 1TB Raw=CB $0.00 240 $0.00 $0.00 $0.00 240 $0.00 SC46 EA 3 Years ProSupport Mission Critical DD Raw DS60 4TB Active 1TB Sftwr Spt-Maint $0.00 240 $0.00 $0.00 $0.00 240 $0.00 SC47 EA HDD 12G DISK PK 15X4TB SAS FL DS60 $0.00 4 $0.00 $0.00 $0.00 4 $0.00 SC48 EA ProSupport and Mission Critical 4 Hour HDD 15X4TB CptyPackAdd-On 3 Years $0.00 4 $0.00 $0.00 $0.00 4 $0.00 SC49 EA DD Boost Software 1TB Raw=CB $0.00 240 $0.00 $0.00 $0.00 240 $0.00 SC50 EA ProSupport Mission Critical, DD Boost, 1TB, Software Support/Maintenance 3 Years $0.00 240 $0.00 $0.00 $0.00 240 $0.00 SC51 EA DD Replication Software 1TB Raw=CB $0.00 240 $0.00 $0.00 $0.00 240 $0.00 SC52 EA ProSupport Mission Critical, DD Replication, 1TB, Software Support/Maintenance 3 Years $0.00 240 $0.00 $0.00 $0.00 240 $0.00 $735,697.99 $367,849.00 $367,849.00 $735,697.99 $73,569.80 $662,128.19 SD1 EA VxRail E560F,10X2.5",Flash $3,259.00 $1,596.91 1 $1,662.09 $3,259.00 $325.90 1 $2,933.10 SD2 EA VxRail Software 4.7.520 Factory Install $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD3 EA No Transformational License Agreement $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD4 EA 2.5 Chassis with up to 10 Hard Drives, 2 NVMe Drives and 3 PCIe Slots, 2CPU only $900.00 $441.00 1 $459.00 $900.00 $90.00 1 $810.00 SD5 EA VxRail E560/F Bezel $149.00 $73.01 1 $75.99 $149.00 $14.90 1 $134.10 SD6 EA Intel Xeon Silver 4208 2.1G, 8C/16T, 9.6GT/s, 11M Cache, Turbo, HT (85W) DDR4-2400 $789.00 $386.61 1 $402.39 $789.00 $78.90 1 $710.10 SD7 EA Intel Xeon Silver 4208 2.1G, 8C/16T, 9.6GT/s, 11M Cache, Turbo, HT (85W) DDR4-2400 $789.00 $386.61 1 $402.39 $789.00 $78.90 1 $710.10 SD8 EA 3200MT/s RDIMMs $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SOLUTION D- CONVERGED (VXRAIL E460) Solution C Total Price: 955 Exhibit 2 RFP 7734 - Pricing Evaluation Technology Infrastructure - DellEMC Irving, TX Netsync Network Solutions Houston, TX Evaluation Market Basket Pricing (FOB DESTINATION): Principal Place of Business (City and State): Respondent's Business Name:Presidio Networked Solutions Group, LLC SD9 EA 16GB RDIMM, 3200MT/s, Dual Rank $47,296.00 $23,175.04 8 $24,120.96 $47,296.00 $4,729.60 8 $42,566.40 SD10 EA 800GB SSD SAS Mix Use 12Gbps 512e 2.5in Hot-plug AG Drive, 3 DWPD,$1,679.00 $822.71 1 $856.29 $1,679.00 $167.90 1 $1,511.10 SD11 EA 3.84TB SSD SAS Read Intensive 12Gbps 512 2.5in Hot-plug AG Drive, 1 DWPD,$69,104.00 $33,860.96 4 $35,243.04 $69,104.00 $6,910.40 4 $62,193.60 SD12 EA Diskless PowerEdge Express Flash PCIeSSD Configuration $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD13 EA Intel X710 Quad Port 10GbE SFP+, rNDC $849.00 $416.01 1 $432.99 $849.00 $84.90 1 $764.10 SD14 EA Trusted Platform Module 2.0 $99.00 $48.51 1 $50.49 $99.00 $9.90 1 $89.10 SD15 EA ReadyRails™ Sliding Rails Without Cable Management Arm $149.00 $73.01 1 $75.99 $149.00 $14.90 1 $134.10 SD16 EA Dual, Hot-plug, Redundant Power Supply (1+1), 1100W $785.00 $384.65 1 $400.35 $785.00 $78.50 1 $706.50 SD17 EA NEMA 5-15P to C13 Wall Plug, 125 Volt, 15 AMP, 10 Feet (3m), Power Cord, North America $0.00 2 $0.00 $0.00 $0.00 2 $0.00 SD18 EA SFP+, SR, Optical Transceiver, Low Cost, 10Gb-1Gb $1,116.00 $546.84 2 $569.16 $1,116.00 $111.60 2 $1,004.40 SD19 EA VxRail VMware,vSAN Advanced, 3 Years $0.00 2 $0.00 $0.00 $0.00 2 $0.00 SD20 EA VxRail HCI System Software, All-Flash, A $34,360.00 $16,836.40 2 $17,523.60 $34,360.00 $3,436.00 2 $30,924.00 SD21 EA VxRail HCI System Software, Capacity Drive 3.84TB SAS, SSD $26,112.00 $12,794.88 4 $13,317.12 $26,112.00 $2,611.20 4 $23,500.80 SD22 EA 3 Years Pro Support Plus Mission Critical 4 Hour Onsite Service $12,047.01 $5,903.03 1 $6,143.98 $12,047.01 $1,204.70 1 $10,842.31 SD23 EA 3 Years, Series E All Flash, Add-On Support $4,557.60 $2,233.22 1 $2,324.38 $4,557.60 $455.76 1 $4,101.84 SD24 EA 3 Years, Pro Support Plus w/ Mission Critical, Software Support $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD25 EA 3 Years, ProSupport Plus Mission Critical, vSAN, Advanced, 1 Processor $16,548.00 $8,108.52 2 $8,439.48 $16,548.00 $1,654.80 2 $14,893.20 SD26 EA ProDeploy Plus Dell EMC VxRail Deployment $3,463.20 $1,696.97 1 $1,766.23 $3,463.20 $346.32 1 $3,116.88 SD27 EA PowerEdge R640 CE, CCC, BIS Marking $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD28 EA HCIA RecoverPoint for VMWare for 1 node VT $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD29 EA E560/E560F Shipping $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD30 EA PowerEdge R640 x4 and x10 Drive Shipping Material $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD31 EA Riser Config 2, 3x16 LP $19.00 $9.31 1 $9.69 $19.00 $1.90 1 $17.10 SD32 EA PowerEdge R640 MLK Motherboard $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD33 EA 2 Standard Heatsinks for 165W or less CPUs $38.00 $18.62 1 $19.38 $38.00 $3.80 1 $34.20 SD34 EA Performance Optimized $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD35 EA No RAID for E560 $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD36 EA HBA330 12Gbps SAS HBA Controller (NON-RAID), Minicard $319.00 $156.31 1 $162.69 $319.00 $31.90 1 $287.10 SD37 EA BOSS controller card + with 2 M.2 Sticks 240G (RAID 1),LP $879.00 $430.71 1 $448.29 $879.00 $87.90 1 $791.10 SD38 EA iDRAC9,Enterprise $489.00 $239.61 1 $249.39 $489.00 $48.90 1 $440.10 SD39 EA iDRAC Group Manager, Disabled $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD40 EA iDRAC,Legacy Password,OEM $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD41 EA DHCP with Zero Touch Configuration $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD42 EA IDSDM and Combo Card Reader $59.00 $28.91 1 $30.09 $59.00 $5.90 1 $53.10 SD43 EA 2x 64GB microSDHC/SDXC Card $398.00 $195.02 1 $202.98 $398.00 $39.80 1 $358.20 SD44 EA 8 Performance Fans for R640 $199.00 $97.51 1 $101.49 $199.00 $19.90 1 $179.10 SD45 EA No Quick Sync $39.00 $19.11 1 $19.89 $39.00 $3.90 1 $35.10 SD46 EA UEFI BIOS Boot Mode with GPT Partition $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD47 EA No Energy Star $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD48 EA No Internal Optical Drive for 10 or 24 HDD Chassis $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD49 EA No Systems Documentation, No OpenManage DVD Kit $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD50 EA E560F Luggage Tag $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD51 EA US No Canada Ship Charge $0.00 1 $0.00 $0.00 $0.00 1 $0.00 SD52 EA VxRail Small Form Factor Pluggable Cable Kit $19.00 $9.31 1 $9.69 $19.00 $1.90 1 $17.10 $226,508.81 $110,989.32 $115,519.49 $226,508.81 $22,650.88 $203,857.93Solution D Total Price: Grand Total:$1,192,707.78 $2,209,589.52 956 Exhibit 2 RFP 7734 - Pricing Evaluation Technology Infrastructure - DellEMC Irving, TX Netsync Network Solutions Houston, TX Evaluation Market Basket Pricing (FOB DESTINATION): Principal Place of Business (City and State): Respondent's Business Name:Presidio Networked Solutions Group, LLC Item # 1 2 Probable Performance - 30% 3 Price, Total Cost of Ownership - 40% 67.59 24.00 Presidio Networked Solutions Group, LLC Netsync Network SolutionsCriteria Total Score: Evaluation 24.00 28.00 22.00 40.00 21.59 92.00 Compliance with Specifications - 30% 957 Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) City Discount % off MSRP Estimated Delivery ARO (Days) A1 Per Processor vSphere Enterprise Plus 13%1-2 days 13%3 A2 Per Processor vSphere Enterpprise Plus Production Support 1 Year 4%1-2 days 8%3 A3 Per Processor vSphere Enterpprise Plus Production Support 3 Year 4%1-2 days 8%3 A4 Per Processor vSphere Standard 13%1-2 days 13%3 A5 Per Processor vSphere Standard Production Support 1 Year 4%1-2 days 8%3 A6 Per Processor vSphere Standard Production Support 3 Year 4%1-2 days 8%3 A7 Per Instance vCenter Standard 13%1-2 days 13%3 A8 Per Instance vCenter Standard Production Support 1 Year 4%1-2 days 8%3 A9 Per Instance vCenter Standard Production Support 3 Year 4%1-2 days 8%3 A10 Per Processor Upgrade: VMware vSphere Standard to vSphere with Operations Management Enterprise Plus for 1 Processor 13%1-2 days 13%3 A11 Per Processor Production Support/Subscription VMware vSphere with Operations Management Enterprise Plus for 1 year 4%1-2 days 8%3 A12 Per Processor Production Support/Subscription VMware vSphere with Operations Management Enterprise Plus for 3 year 4%1-2 days 8%3 A13 Per Processor Upgrade: VMware vSphere Enterprise Plus to vSphere with Operations Management Enterprise Plus for 1 Processor 16%1-2 days 13%3 A14 Per Processor Production Support/Subscription VMware vSphere with Operations Management Enterprise Plus for 1 4%1-2 days 8%3 A15 Per Processor Production Support/Subscription VMware vSphere with Operations Management Enterprise Plus for 3 year 4%1-2 days 8%3 A16 Per Processor Upgrade: VMware vSphere Enterprise to vSphere with Operations Management Enterprise Plus for 1 Processor 16%1-2 days 13%3 A17 Per Processor Production Support/Subscription VMware vSphere with Operations Management Enterprise Plus for 1 year 4%1-2 days 8%3 A18 Per Processor Production Support/Subscription VMware vSphere with Operations Management Enterprise Plus for 3 year 4%1-2 days 8%3 B1 Concurrent User VMware Horizon Standard : 100 Pack (CCU)20%1-2 days 13%3 B2 Concurrent User Production Support/Subscription for VMware Horizon Standard : 100 Pack (CCU) for 1 year 4%1-2 days 8%3 B3 Concurrent User Production Support/Subscription for VMware Horizon Standard : 100 Pack (CCU) for 3 year 4%1-2 days 8%3 B4 Concurrent User VMware Horizon Advanced : 10 Pack (CCU)20%1-2 days 13%3 B5 Concurrent User Production Support/Subscription for VMware Horizon Advanced : 10 Pack (CCU) for 1 year 4%1-2 days 8%3 B6 Concurrent User Production Support/Subscription for VMware Horizon Advanced : 10 Pack (CCU) for 3 year 4%1-2 days 8%3 B7 Concurrent User VMware Horizon Advanced : 100 Pack (CCU)20%1-2 days 13%3 B8 Concurrent User Production Support/Subscription for VMware Horizon Advanced : 100 Pack (CCU) for 1 year 4%1-2 days 8%3 B9 Concurrent User Production Support/Subscription for VMware Horizon Advanced : 100 Pack (CCU) for 3 year 4%1-2 days 8%3 B10 Concurrent User VMware App Volumes Advanced 100 Pack (CCU)20%1-2 days 13%3 B11 Concurrent User Production Support/Subscription for VMware App Volumes Advanced 100 Pack (CCU) for 1 year 4%1-2 days 8%3 B12 Concurrent User Production Support/Subscription for VMware App Volumes Advanced 100 Pack (CCU) for 3 year 4%1-2 days 8%3 B13 Concurrent User VMware User Environment Manager: 100 Pack (CCU)20%1-2 days 13%3 B14 Concurrent User Production Support/Subscription for VMware User Environment Manager: 100 Pack (CCU) for 1 year 4%1-2 days 8%3 B15 Concurrent User Production Support/Subscription for VMware User Environment Manager: 100 Pack (CCU) for 3 year 4%1-2 days 8%3 C1 PLU VMware vRealize Suite Standard (Per PLU)30%1-2 days 13%3 C2 PLU Production Support/Subscription VMware vRealize Suite Standard (Per PLU) for 1 year 4%1-2 days 8%3 C3 PLU Production Support/Subscription VMware vRealize Suite Standard (Per PLU) for 3 year 4%1-2 days 8%3 C4 PLU VMware vRealize Suite Advanced (Per PLU)30%1-2 days 13%3 C5 PLU Production Support/Subscription VMware vRealize Suite Advanced (Per PLU) for 1 year 4%1-2 days 8%3 Product Proposal Pricing (FOB DESTINATION): SECTION B - Horizon SECTION A- vSphere SECTION C - vRealize Presidio Networked Solutions Group, LLC Netsync Network Solutions Irving, TX Houston, TX Exhibit 2 RFP 7734 - Pricing Evaluation for Technology Infrastructure - VMWare Respondent's Business Name: Principal Place of Business (City and State): 958 Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) City Discount % off MSRP Estimated Delivery ARO (Days) Product Proposal Pricing (FOB DESTINATION): SECTION A- vSphere Presidio Networked Solutions Group, LLC Netsync Network Solutions Irving, TX Houston, TX Exhibit 2 RFP 7734 - Pricing Evaluation for Technology Infrastructure - VMWare Respondent's Business Name: Principal Place of Business (City and State): C6 PLU Production Support/Subscription VMware vRealize Suite Advanced (Per PLU) for 3 year 4%1-2 days 8%3 C7 OSI VMware vRealize Automation Advanced (25 OSI Pack)30%1-2 days 13%3 C8 OSI Production Support/Subscription VMware vRealize Automation Advanced (25 OSI Pack) for 1 year 4%1-2 days 8%3 C9 OSI Production Support/Subscription VMware vRealize Automation Advanced (25 OSI Pack) for 3 year 4%1-2 days 8%3 D1 Per Processor VMware Virtual SAN Standard per processor 23%1-2 days 13%3 D2 Per Processor VMware Virtual SAN Advanced per processor 30%1-2 days 8%3 D3 Per Processor VMware Virtual SAN Enterprise per processor 30%1-2 days 13%3 D4 Concurrent User VMware Virtual SAN Standard for Desktop 100 Pack (CCU)30%1-2 days 8%3 D5 Per Processor Production Support/Subscription for VMware Virtual SAN Standard per processor for 1 year 4%1-2 days 8%3 D6 Per Processor Production Support/Subscription for VMware Virtual SAN Advanced per processor for 1 year 4%1-2 days 8%3 D7 Per Processor Production Support/Subscription for VMware Virtual SAN Enterprise per processor for 1 year 4%1-2 days 8%3 D8 Concurrent User Production Support/Subscription VMware Virtual SAN Standard for Desktop 100 Pack (CCU) for 1 year 4%1-2 days 8%3 E1 Per Processor VMware NSX Standard per Processor 30%1-2 days 13%3 E2 Per Processor Production Support/Subscription for VMware NSX Standard per Processor for 1 year 4%1-2 days 8%3 E3 Per Processor VMware NSX Advanced per Processor 30%1-2 days 13%3 E4 Per Processor Production Support/Subscription for VMware NSX Advanced per Processor for 1 year 4%1-2 days 8%3 E5 Per Processor VMware NSX Enterprise per Processor 30%1-2 days 13%3 E6 Per Processor Production Support/Subscription for VMware NSX Enterprise per Processor for 1 year 4%1-2 days 8%3 E7 Concurrent User VMware NSX Advanced for Desktop : 100 Pack (CCU)30%1-2 days 13%3 E8 Concurrent User Production Support/Subscription VMware NSX Advanced for Desktop : 100 Pack (CCU) for 1 year 4%1-2 days 8%3 E9 Concurrent User VMware NSX Enterprise for Desktop : 100 Pack (CCU)30%1-2 days 13%3 E10 Concurrent User Production Support/Subscription VMware NSX Enterprise for Desktop : 100 Pack (CCU) for 1 year 4%1-2 days 8%3 F1 Per 25 VMs VMware Site Recovery Manager Standard (25 VM Pack)20%1-2 days 13%3 F2 Per 25 VMs Production Support/Subscription for VMware Site Recovery Manager 6 Standard (25 VM Pack) for 1 Year 4%1-2 days 8%3 F3 Per 25 VMs VMware Site Recovery Manager Enterprise (25 VM Pack)20%1-2 days 13%3 F4 Per 25 VMs Production Support/Subscription for VMware Site Recovery Manager 6 Enterprise (25 VM Pack) for 1 Year 4%1-2 days 8%3 City's Rate- Regular Business Hours City's Rate- After Hours and Weekends City's Rate- Regular Business Hours City's Rate- After Hours and Weekends G1 HR Professional Services Technology Engineer $150.00 $187.50 $170.00 $170.00 G2 HR Professional Services Senior Technology Engineer $189.00 $236.25 $180.00 $180.00 G3 HR Professional Services Technology Design Engineer or Managing Consultant $215.00 $268.75 $0.00 $0.00 SECTION D- VSAN SECTION E - NSX SECTION F- SRM SECTION G - Professional Services 959 Item #UOM Product Description Current Extended MSRP (List Price x Qty) City's Discount Qty City's Price (MSRP - City's Discount) Current Extended MSRP (List Price x Qty) City's Discount Qty City's Price (MSRP - City's Discount) SA1 Per Processor vSphere 7 Enterprise Plus $55,920.00 $7,269.60 16 $48,650.40 $55,920.00 $7,269.60 16 $48,650.40 SA2 Per Processor vSphere 7 Enterpprise Plus Production Support 1 Year $13,984.00 $559.36 16 $13,424.64 $13,984.00 $1,118.72 16 $12,865.28 $69,904.00 $7,828.96 $62,075.04 $69,904.00 $8,388.32 $61,515.68 SA3 Per Instance vCenter Standard $17,985.00 $2,338.05 3 $15,646.95 $17,985.00 $2,338.05 3 $15,646.95 SA4 Per Instance vCenter Standard Production Support 1 Year $4,497.00 $179.88 3 $4,317.12 $4,497.00 $359.76 3 $4,137.24 $22,482.00 $2,517.93 $19,964.07 $22,482.00 $2,697.81 $19,784.19 SA4 Per Processor VMware vSphere 7 with Operations Management Enterprise Plus for 1 processor $70,320.00 $11,251.20 16 $59,068.80 $70,320.00 $9,141.60 16 $61,178.40 SA5 Per Processor Production Support/Subscription VMware vSphere 6 with Operations Management Enterprise Plus for 1 year $17,584.00 $703.36 16 $16,880.64 $17,584.00 $1,406.72 16 $16,177.28 $87,904.00 $11,954.56 $75,949.44 $87,904.00 $10,548.32 $77,355.68 SB1 Concurrent User VMware Horizon 8 Advanced : 100 Pack (CCU)$200,000.00 $40,000.00 5 $160,000.00 $200,000.00 $26,000.00 5 $174,000.00 SB2 Concurrent User Production Support/Subscription for VMware Horizon 8 Advanced : 100 Pack (CCU) for 1 year $50,000.00 $2,000.00 5 $48,000.00 $50,000.00 $4,000.00 5 $46,000.00 $250,000.00 $42,000.00 $208,000.00 $250,000.00 $30,000.00 $220,000.00 SB3 Concurrent User VMware App Volumes Advanced 100 Pack (CCU)$75,000.00 $15,000.00 5 $60,000.00 $75,000.00 $9,750.00 5 $65,250.00 SB4 Concurrent User Production Support/Subscription for VMware App Volumes Advanced 100 Pack (CCU) for 1 year $18,750.00 $750.00 5 $18,000.00 $18,750.00 $1,500.00 5 $17,250.00 $93,750.00 $15,750.00 $78,000.00 $93,750.00 $11,250.00 $82,500.00 SC1 PLU VMware vRealize Suite 7 Enterprise (Per PLU)$247,840.00 $74,352.00 32 $173,488.00 $247,840.00 $32,219.20 32 $215,620.80 SC2 PLU Production Support/Subscription VMware vRealize Suite 8 Enterprise (Per PLU) for 1 year $61,952.00 $2,478.08 32 $59,473.92 $61,952.00 $4,956.16 32 $56,995.84 $309,792.00 $76,830.08 $232,961.92 $309,792.00 $37,175.36 $272,616.64 SC3 VMware vRealize Automation 7 Advanced (25 OSI Pack)$96,250.00 $28,875.00 14 $67,375.00 $96,250.00 $12,512.50 14 $83,737.50 SC4 Production Support/Subscription VMware vRealize Automation 8 Advanced (25 OSI Pack) for 1 year $24,066.00 $962.64 14 $23,103.36 $24,066.00 $1,925.28 14 $22,140.72 $120,316.00 $29,837.64 $90,478.36 $120,316.00 $14,437.78 $105,878.22 SD1 Per Processor VMware NSX Enterprise per Processor $223,840.00 $67,152.00 32 $156,688.00 $223,840.00 $29,099.20 32 $194,740.80 SD2 Per Processor Production Support/Subscription for VMware NSX Enterprise per Processor for 1 year $55,968.00 $2,238.72 32 $53,729.28 $55,968.00 $4,477.44 32 $51,490.56 $279,808.00 $69,390.72 $210,417.28 $279,808.00 $33,576.64 $246,231.36 SD3 Concurrent User VMware NSX Enterprise for Desktop : 100 Pack (CCU)$70,000.00 $21,000.00 5 $49,000.00 $70,000.00 $9,100.00 5 $60,900.00 SD4 Concurrent User Production Support/Subscription VMware NSX Enterprise for Desktop : 100 Pack (CCU) for 1 year $17,500.00 $700.00 5 $16,800.00 $17,500.00 $1,400.00 5 $16,100.00 $87,500.00 $21,700.00 $65,800.00 $87,500.00 $10,500.00 $77,000.00 SF1 Per 25 VMs VMware Site Recovery Manager 8 Enterprise (25 VM Pack)$173,250.00 $34,650.00 14 $138,600.00 $173,250.00 $22,522.50 14 $150,727.50 SF2 Per 25 VMs Production Support/Subscription for VMware Site Recovery Manager 6 Enterprise (25 VM Pack) for 1 Year $43,316.00 $1,732.64 14 $41,583.36 $43,316.00 $3,465.28 14 $39,850.72 $216,566.00 $36,382.64 $180,183.36 $216,566.00 $25,987.78 $190,578.22 Item # 1 2 Probable Performance - 30% 3 Price, Total Cost of Ownership - 40% Evaluation 40.00 92.00 24.00 22.00 36.17 82.17 $1,223,829.47 $1,353,459.99 Criteria Compliance with Specifications - 30% Total Score: Presidio Networked Solutions Group, LLC Netsync Network Solutions 24.00 28.00 Total Price (USD) Total Price (USD) Total Price (USD) Total Price (USD) Total Price (USD) Grand Total: SOLUTION A- vSphere SOLUTION B - Horizon SOLUTION C - vRealize SOLUTION D - NSX SOLUTION F - SRM Total Price (USD) Total Price (USD) Total Price (USD) Total Price (USD) Total Price (USD) Presidio Networked Solutions Group, LLC Irving, TX Netsync Network Solutions Houston, TX Evaluation Market Basket Pricing (FOB DESTINATION): Exhibit 2 RFP 7734 - Pricing Evaluation for Technology Infrastructure - VMWare Respondent's Business Name: Principal Place of Business (City and State): 960 961 RFP Cisco, Dell/EMC, and VMWare Curtis Conrad Enterprise Infrastructure Manager December 7, 2021 December 7, 2021 File ID 21-2664 962 Background •The technology infrastructure for the City is built using Cisco, EMC, VMWare hardware and software •These core technologies are used to provide fault tolerant and redundant systems from two separate data centers. •The core infrastructure connects over 40 city facilities together to provide seamless city services •The Technology Services department supports multiple technology environments; general government application, Public Safety and utility SCADA environments December 7, 2021 File ID 21-2664 963 Contract Provides •Annual Licensing and Support to ensure the City has reliable and secure technology •Purchase of new infrastructure to support new and changing business needs •Construction projects require new or additional infrastructure •Refresh of equipment that has reached End of Life and is no longer supported by our vendors •Allows the city to be responsive to city growth and improve service levels with modernized systems •Provides Consulting Services as needed to support, upgrade, and deliver new technologies to meet the City’s needs December 7, 2021 File ID 21-2664 964 Refresh Equipment Projects & Maintenance Project Description Estimated 5-Year Expenditure Backup system hardware lifecycle replacement and storage addition $450,000 Public Safety Disaster Recovery Hardware/Software, lifecycle replacement $375,000 Camera Storage $325,000 Primary Datacenter Hardware/Software lifecycle replacement $1,800,000 Network Equipment lifecycle replacement across all facilities $2,200,000 DME Disaster Recovery Hardware/Software lifecycle replacement and storage addition $465,000 DME SCADA Hardware/Software lifecycle replacement and disaster recovery $335,000 Water/Waste Water SCADA Refresh $280,000 Fire Station 9 Facility $36,000 Fire Station 10 Facility $36,000 Police Renovation $480,000 Potential Construction Projects $450,000 Project Totals $7,232,000 Support and Maintenance $3,928,266 Professional Services $798,000 Contingency for Unforeseen (8 %)$1,041,734 Totals $13,000,000 December 7, 2021 File ID 21-2664 965 Construction Projects Project Description Est. 5-Year Expenditure Fire Station 9 Facility $36,000 Fire Station 10 Facility $36,000 Police Renovation $480,000 Potential Construction Projects $450,000 The Junction Service Center Renovations New City Library Parks & Rec Hunter/Cole Expansion December 7, 2021 File ID 21-2664 966 Key RFP selection Info •RFP was sent to 306 suppliers •Two (2)proposals were received and evaluated •Presidio Networked Solutions Group,LLC was ranked thehighest•One year contract,with the option for four additional one yearextensions Questions? December 7, 2021 File ID 21-2664 967 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH PRESIDIO NETWORKED SOLUTIONS GROUP, LLC, FOR THE PURCHASE OF NETWORK INFRASTRUCTURE EQUIPMENT, MAINTENANCE, AND SUPPORT FOR TECHNOLOGY INFRASTRUCTURE CISCO, DELLEMC, AND VMWARE FOR THE TECHNOLOGY SERVICES DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7734 AWARDED TO PRESIDIO NETWORKED SOLUTIONS GROUP, LLC, FOR ONE (1) YEAR, WITH THE OPTION FOR FOUR (4) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEARS NOT-TO-EXCEED AMOUNT OF $13,000,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the purchase of network infrastructure equipment, maintenance, and support for Technology Infrastructure Cisco, DellEMC, and VMWare for the Technology Services Department; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7734 Presidio Networked Solutions Group, LLC $13,000,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. 968 SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance 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 [___ - ___]: 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 969 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _________________________________ 970 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF No RFP 7734 Technology Infrastructure - Cisco, DellEMC, VMWare Cori Power 971 Contract # 7734 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND PRESIDIO NETWORKED SOLUTIONS GROUP, LLC (CONTRACT 7734) THIS CONTRACT is made and entered into this date ______________________, by and between Presidio Networked Solutions Group, LLC a Delaware Limited Liability Company, whose address is 7701 Las Colinas Ridge, Suite 600, Irving, Texas 75063, hereinafter referred to as "Contractor" or “Presidio,” and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City" or “Client,” 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 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare, 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 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 972 Contract # 7734 Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: _____________________________ AUTHORIZED SIGNATURE Printed Name: _____________________ Title: ____________________________ _________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS _________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF MACK REINWAND, CITY ATTORNEY Director of Sales Operations 469-549-9815 KDukes@presidio.com Kim Dukes Technology Sevices Chief Technology Officer Leisha Meine 973 Contract # 7734 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $13,000,000. Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional four (4) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 4. Price Escalation and De-escalation As a reseller, Contractor cannot guarantee the level of discounting received from our suppliers, and therefore cannot guarantee the pricing will not increase over the term of the contract. Contractor pledges to work with the original equipment manufacturers (OEMs) in good faith to obtain any applicable end-user discounts offered by the OEMs, based on product type and quantity that City commits to order, and to assist City in securing the lowest possible price available on the day and time that an order is placed, based on the circumstances and conditions of the order. Requests for contracted discount rate changes 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 discount 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 discounting 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. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 974 Contract # 7734 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. Product Purchases & Returns Any Products purchased hereunder will be subject to the Return Material Authorization Policy as set forth by the manufacturer. 7. Warranty Any and all Original Equipment Manufacturer (“OEM”) warranties, certifications and guarantees are passed through to Client, Presidio serves as a single point of contact between third party OEMs and Client to enforce such passed through warranties. Client agrees that any hardware or software products to Clients under this agreement will carry the warranty provided by the manufacturer, and Presidio makes no independent warranty with respect to such hardware and software products. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 975 Contract # 7734 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 976 Contract # 7734 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. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 977 Contract # 7734 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of 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. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 978 Contract # 7734 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual 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 DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 979 Contract # 7734 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 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 DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 980 Contract # 7734 writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 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. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 981 Contract # 7734 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be the time period set forth by the manufacturer. 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. 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 or applicable SOW, 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. 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 DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 982 Contract # 7734 services from another source. D. The Warranty is void if failure of the Services has resulted from accident, abuse, improper operating environment, use of the Services in a configuration or with the addition of components or other items not expressly authorized or approved by Contractor, use of the Services outside of the last known Contractor-provided configuration, misapplication or any problem or error in third party software or hardware regardless of whether or not the Services is designed to operate with such software or hardware. Contractor’s shall use commercially reasonable efforts to make modifications and error corrections and bring the Services into substantial conformance with the applicable specifications. 23. INCOMPLETE OR NON-CONFORMING DELIVERABLES: If upon delivery City receives incomplete or non-conforming deliverables, City has the right to return such incomplete or non-conforming deliverables, in accordance with the manufacturer return policy, to vendor at no additional cost to City. If City chooses to receive a replacement it will be at no additional cost to City. If City chooses not to receive a replacement, City will receive a full refund. 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 DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 983 Contract # 7734 remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 984 Contract # 7734 B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas 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 DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 985 Contract # 7734 insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to 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 DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 986 Contract # 7734 to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The 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 DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 987 Contract # 7734 interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 988 Contract # 7734 to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall 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 DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 989 Contract # 7734 documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained 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 DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 990 Contract # 7734 for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 991 Contract # 7734 firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 992 Contract # 7734 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 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 DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 993 Contract # 7734 responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and 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. 68. LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, BY REASON OF ANY REPRESENTATION OR EXPRESS OR IMPLIED WARRANTY, CONDITION OR OTHER TERM OR ANY DUTY AT COMMON OR CIVIL LAW, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, LOST PROFITS, CONSEQENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT. IN THE EVENT OF ANY BREACH OF THIS AGREEMENT, HOWEVER, THE NON-BREACHING PARTY IS ENTITLED TO RECOVER ACTUAL DAMAGES FROM THE BREACHING PARTY, WHICH ARE DEFINED AS THE AMOUNTS (OR COSTS OF THE SERVICES AND RELATED DAMAGES, AS APPLICABLE) THAT NON-BREACHING PARTY WOULD HAVE RECEIVED UNDER THE AGREEMENT HAD THE BREACHING PARTY FULLY PERFORMED PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IT IS FURTHER AGREED THAT IF A CLAIM OR LIABILITY SHOULD ARISE FROM THE JOINT OR CONCURRING NEGLIGENCE OF BOTH PARTIES HERETO, IT SHOULD BE BORNE BY THEM COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NEITHER THIS SECTION NOR ANY OTHER PORTION OF THIS AGREEMENT SHALL DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 994 Contract # 7734 BE CONSTRUED AS, OR SHALL CREATE ANY, RIGHTS FOR ANY PERSONS OR ENTITIES WHO ARE NOT A PARTY TO THIS AGREEMENT. EXCEPT FOR GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, EACH PARTY’S ENTIRE LIABILITY AND REMEDY FOR DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE AMOUNTS OF THE APPLICABLE STATEMENT OF WORK; PROVIDED, HOWEVER, THIS CAP WILL NOT APPLY TO STATEMENTS OF WORK THAT IMPACT A SYSTEM THAT IS SUBJECT TO LOCAL, COUNTY, STATE OR FEDERAL REGULATORY OR COMPLIANCE OBLIGATIONS. IF SUCH SYSTEM SERVICES ARE INTERRUPTED, AS A RESULT OF A GROSSLY NEGLIGENT OR INTENTIONAL ACT OF CONTRACTOR, DAMAGES ON SUCH PROJECTS WILL BE LIMITED TO $2,000,000. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 995 Contract # 7734 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ▪ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ▪ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 996 Contract # 7734 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 997 Contract # 7734 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 998 Contract # 7734 [ ] 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. [X] Cyber Cyber coverage provided protection for business liability for a data breach, cyber extortion, business interruption due to malicious cyber attacks or malware infections. A Cyber policy will be required anytime a system interfaces with the City of Denton’s servers or houses sensitive information such as customer or employee data. When Cyber coverage is required commercial crime is also required. Limits of not less than $500,000 are required unless other limits are individually approved by the City. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 999 Contract # 7734 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: DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1000 Contract # 7734 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 DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1001 Contract # 7734 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1002 Contract # 7734 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1003 Contract # 7734 Exhibit F Contractor’s Proposal (to be inserted in final draft) DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1004 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part I. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) SECTION A- Hardware and Software A1 EA Nexus Series Routers/Switches 52.5%subject to MFG lead time A2 EA Nexus Series IO Modules and Power Supplies 52.5%subject to MFG lead time A3 EA Nexus Series Licensing 52.5%subject to MFG lead time A5 EA Catalyst Series Routers/Switches 52.5%subject to MFG lead time A6 EA Catalyst Series IO Modules and Power Supplies 52.5%subject to MFG lead time A7 EA Catalyst Series Licensing 52.5%subject to MFG lead time A8 EA Voice Gateway and Communication Series Routers and Interface Cards 52.5%subject to MFG lead time A9 EA Voice Gateway and Communication Series Routers Licenses 52.5%subject to MFG lead time A10 EA Wireless LAN Controllers Series (WLC)52.5%subject to MFG lead time A11 EA Wireless Access Points Indoor and Outdoor Series (AP) 52.5%subject to MFG lead time A12 EA Wireless Access Point Licenses for all Wireless Controller Series 52.5%subject to MFG lead time A13 EA Prime Infrastructure Licenses 52.5%subject to MFG lead time A14 EA Mobility Services Engine (MSE) Licenses 52.5%subject to MFG lead time A15 EA Wireless Kits, Power Taps, and Injectors 52.5%subject to MFG lead time A16 EA UCS Fabric Interconnects, Blade Chassis, B Series Blade Servers, Blade Server Hard Drives, Chassis FOM/IOM, Blade IOM 61.0%subject to MFG lead time A4 EA UCS Series Fiber and Copper Transceivers and Twinax Cables 61.0%subject to MFG lead time A17 EA MDS Series Fabric Switches 52.5%subject to MFG lead time A4 EA MDS Series Fiber Transceivers 52.5%subject to MFG lead time A18 EA Identity Services Engine Licenses 52.5%subject to MFG lead time A19 EA ASA Series Firewalls 52.5%subject to MFG lead time A20 EA Unified Communications Manager (UCM), Unity Connection (UC), Unified Contact Center Express (UCCX) Licences 27.0%subject to MFG lead time A21 EA UCCX Workforce Manager (WFM), Quality Manager (QM) Licenses 10.0%subject to MFG lead time A22 EA ATA All models 52.5%subject to MFG lead time A23 EA Phones All Models, Expansion Modules All Models 52.5%subject to MFG lead time A24 EA Phone Power Supplies All Models 52.5%subject to MFG lead time SECTION B- Support and Maintenance B1 EA Nexus Series Smartnet Support and Maintenance Support and Maintenance 1 Yr 21.0%entitles on shipment B2 EA Nexus Series Smartnet Support and Maintenance Support and Maintenance 3 Yr 24.0%entitles on shipment B3 EA Nexus Series Software Support and Maintenance Support and Maintenance 1 Yr 21.0%entitles on shipment B4 EA Nexus Series Software Support and Maintenance Support and Maintenance 3 Yr 24.0%entitles on shipment B5 EA Catalyst Series Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment B6 EA Catalyst Series Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment B7 EA Catalyst Series Software Support and Maintenance 1 Yr 21.0%entitles on shipment B8 EA Catalyst Series Software Support and Maintenance 3 Yr 24.0%entitles on shipment Presidio Networked Solutions Group, LLC Irving, TX Exhibit F DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1005 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part I. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX B9 EA Voice Gateway and Communication Series Routers Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment B10 EA Voice Gateway and Communication Series Routers Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment B11 EA Voice Gateway and Communication Series Routers Software Support and Maintenance 1 Yr 21.0%entitles on shipment B12 EA Voice Gateway and Communication Series Routers Software Support and Maintenance 3 Yr 24.0%entitles on shipment B13 EA Wireless LAN Controllers Series (WLC) Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment B14 EA Wireless LAN Controllers Series (WLC) Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment B15 EA Wireless Access Points Indoor and Outdoor Series (AP) Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment B16 EA Wireless Access Points Indoor and Outdoor Series (AP) Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment B17 EA Wireless Access Point Licenses for all Wireless Controller Series Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment B18 EA Wireless Access Point Licenses for all Wireless Controller Series Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment B19 EA Prime Infrastructure Licenses Software Support and Maintenance 1 Yr 21.0%entitles on shipment B20 EA Prime Infrastructure Licenses Software Support and Maintenance 3 Yr 24.0%entitles on shipment B21 EA Mobility Services Engine (MSE) Licenses Software Support and Maintenance 1 Yr 21.0%entitles on shipment B22 EA Mobility Services Engine (MSE) Licenses Software Support and Maintenance 3 Yr 24.0%entitles on shipment B23 EA UCS Series Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment B24 EA UCS Series Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment B25 EA MDS Series Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment B26 EA MDS Series Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment B27 EA Identity Services Engine Licenses Software Support and Maintenance 1 Yr 21.0%entitles on shipment B28 EA Identity Services Engine Licenses Software Support and Maintenance 3 Yr 24.0%entitles on shipment B29 EA ASA Series Firewalls Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment B30 EA ASA Series Firewalls Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment B31 EA Unified Communications Manager (UCM), Unity Connection (UC), Unified Contact Center Express (UCCX) Licences Software Support and Maintenance 1 Yr 27.0%entitles on shipment B32 EA Unified Communications Manager (UCM), Unity Connection (UC), Unified Contact Center Express (UCCX) Licences Software Support and Maintenance 3 Yr 30.0%entitles on shipment B33 EA UCCX Workforce Manager (WFM), Quality Manager (QM) Licenses Software Support and Maintenance 1 Yr 10.0%entitles on shipment B34 EA UCCX Workforce Manager (WFM), Quality Manager (QM) Licenses Software Support and Maintenance 3 Yr 12.0%entitles on shipment B35 EA ATA All Models Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment B36 EA ATA All Models Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment B37 EA Phones All Models, Expansion Modules All Models Smartnet Support and Maintenance 1 Yr 21.0%entitles on shipment B38 EA Phones All Models, Expansion Modules All Models Smartnet Support and Maintenance 3 Yr 24.0%entitles on shipment SECTION C- Professional Services City's Rate - Regular Business Hours City's Rate - After Hours and Weekends C1 HR Professional Services Technology Engineer 150.00$ 187.50$ C2 HR Professional Services Senior Technology Engineer 189.00$ 236.25$ C3 HR Professional Services Technology Design Engineer or Managing Consultant 215.00$ 268.75$ DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1006 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part I. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX Item #UOM Product Description Current Extended MSRP (List Price x Qty)City's Discount Qty City's Price (MSRP - City's Discount) SOLUTION A- Hardware and Software A1 EA C1-N9K-C9332PQ Cisco ONE Nexus 9332 ACI Leaf switch with 32p 40G QSFP 448,000.00$ 235,200.00$ 16 212,800.00$ Total Price (USD)$448,000.00 235,200.00$ 212,800.00$ A2 EA QSFP-40G-LR4-S= QSFP 40GBASE-LR4 Trnscvr Mod, LC, 10km, Enterprise-Class 57,750.00$ 30,318.75$ 5 27,431.25$ Total Price (USD)$57,750.00 30,318.75$ 27,431.25$ A3 EA C9300-48UXM-A Cisco ONE Catalyst 9300 48Port (12mGig+36Gig) UPoE LAN Network Advantage 707,500.00$ 371,437.50$ 50 336,062.50$ Total Price (USD)$707,500.00 371,437.50$ 336,062.50$ A4 EA SFP-10G-LR-S= 10GBASE-LR SFP Module, Enterprise-Class 210,000.00$ 110,250.00$ 100 99,750.00$ Total Price (USD)$210,000.00 110,250.00$ 99,750.00$ A5 EA VG310 Modular 24 FXS Port VoIP Gateway with PVDM3-64 6,700.00$ 3,517.50$ 20 3,182.50$ Total Price (USD)$6,700.00 3,517.50$ 3,182.50$ A6 EA C9800-40-K9 Cisco 9800 Wireless Controller w/rack mounting kit 2,000,000.00$ 1,050,000.00$ 100 950,000.00$ A7 EA C9120AX Internal 802.11ax 4x4:4 MIMO;IOT;BT5;mGig;USB;RHL 165,000.00$ 86,625.00$ 100 78,375.00$ A8 EA AIR-AP-T-RAIL-R Ceiling Grid Clip for Aironet APs - Recessed Mount (Default)-$ 100 -$ A9 EA AIR-AP-BRACKET-1 802.11n AP Low Profile Mounting Bracket (Default)-$ 100 -$ A10 EA SW9120AX-CAPWAP-K9 Capwap software for Catalyst 9120AX -$ 100 -$ Total Price (USD)$2,165,000.00 1,136,625.00$ 1,028,375.00$ A11 EA ASA5516-FPWR-K9 ASA 5516-X with FirePOWER services, 8GE, AC, 3DES/AES 35,970.00$ 18,884.25$ 6 17,085.75$ Total Price (USD)$35,970.00 18,884.25$ 17,085.75$ Evaluation Market Basket Pricing (FOB DESTINATION): DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1007 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part I. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX -$ A12 EA Firepower 2110 - FPR2110-NGFW-K9 Firepower 2140 - L-FPR2140T-TMC= Total Price (USD)$0.00 -$ -$ A13 EA ATA190 UC 2 Port Analog Telephone Adapter 15,000.00$ 7,875.00$ 50 7,125.00$ Total Price (USD)$15,000.00 7,875.00$ 7,125.00$ A14 EA CP-8845-K9= Cisco IP Phone 8845 257,500.00$ 135,187.50$ 500 122,312.50$ Total Price (USD)$257,500.00 135,187.50$ 122,312.50$ TOTAL 1,854,124.50$ DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1008 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part II. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) SECTION A- STORAGE A1 EA Unity Series DPE 50%subject to MFG lead time A2 EA Unity Series Expansion DAE 50%subject to MFG lead time A3 EA Unity Series NL SAS 50%subject to MFG lead time A4 EA Unity Series SAS 50%subject to MFG lead time A5 EA Unity Series SSD 50%subject to MFG lead time A6 EA Unity Series FAST CACHE 50%subject to MFG lead time A7 EA Unity Series IO Cards 50%subject to MFG lead time A8 EA Unity Series Software Suites License 50%subject to MFG lead time A9 EA Unity Series PowerPath License 50%subject to MFG lead time A10 EA Unity Series PS Installation/Implementation (DELLEMC)15%subject to MFG lead time A11 EA Unity Series Enhanced Software Support 50%subject to MFG lead time A12 EA Unity Series Premium Software Support 50%subject to MFG lead time A13 EA Unity Series Enhanced Hardware Support 50%subject to MFG lead time A14 EA Unity Series Premium Hardware Support 50%subject to MFG lead time A15 EA Unity XT Series All Flash DPE 50%subject to MFG lead time A16 EA Unity XT Series Hybrid DPE 50%subject to MFG lead time A17 EA Unity XT Series All Flash Expansion DAE 50%subject to MFG lead time A18 EA Unity XT Series Hybrid Expansion DAE 50%subject to MFG lead time A19 EA Unity XT Series NL SAS 50%subject to MFG lead time A20 EA Unity XT Series SAS 50%subject to MFG lead time A21 EA Unity XT Series SSD 50%subject to MFG lead time A22 EA Unity XT Series IO Cards 50%subject to MFG lead time A23 EA Unity XT Series Software Suites License 50%subject to MFG lead time A24 EA Unity XT Series PowerPath License 50%subject to MFG lead time A25 EA Unity XT Series PS Installation/Implementation (DELLEMC)15%subject to MFG lead time A26 EA Unity XT Series Enhanced Software Support 50%subject to MFG lead time A27 EA Unity XT Series Premium Software Support 50%subject to MFG lead time A28 EA Unity XT Series Enhanced Hardware Support 50%subject to MFG lead time A29 EA Unity XT Series Premium Hardware Support 50%subject to MFG lead time A30 EA Isilon NL Series 55%subject to MFG lead time A31 EA Isilon NL Series RAM 55%subject to MFG lead time A32 EA Isilon NL Series NL-SAS HDD 55%subject to MFG lead time Presidio Networked Solutions Group, LLC Irving, TX DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1009 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part II. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX A33 EA Isilon Optional 10GbE 55%subject to MFG lead time A34 EA Isilon NL Series Software Licenses 55%subject to MFG lead time A35 EA Isilon NL Series Enhanced Software Support 55%subject to MFG lead time A36 EA Isilon NL Series Premium Software Support 55%subject to MFG lead time A37 EA Isilon NL Series Enhanced Hardware Support 55%subject to MFG lead time A38 EA Isilon NL Series Premium Hardware Support 55%subject to MFG lead time A39 EA Isilon A Series 55%subject to MFG lead time A40 EA Isilon A Series NL-SAS HDD 55%subject to MFG lead time A41 EA Isilon A Series Enhanced Software Support 55%subject to MFG lead time A42 EA Isilon A Series Premium Software Support 55%subject to MFG lead time A43 EA Isilon A Series Enhanced Hardware Support 55%subject to MFG lead time A44 EA Isilon A Series Premium Hardware Support 55%subject to MFG lead time A45 EA Isilon H Series 55%subject to MFG lead time A46 EA Isilon H Series SAS HDD 55%subject to MFG lead time A47 EA Isilon H Series Enhanced Software Support 55%subject to MFG lead time A48 EA Isilon H Series Premium Software Support 55%subject to MFG lead time A49 EA Isilon H Series Enhanced Hardware Support 55%subject to MFG lead time A50 EA Isilon H Series Premium Hardware Support 55%subject to MFG lead time A51 EA Isilon F Series 55%subject to MFG lead time A52 EA Isilon F Series SSD 55%subject to MFG lead time A53 EA Isilon F Series Enhanced Software Support 55%subject to MFG lead time A54 EA Isilon F Series Premium Software Support 55%subject to MFG lead time A55 EA Isilon F Series Enhanced Hardware Support 55%subject to MFG lead time A56 EA Isilon F Series Premium Hardware Support 55%subject to MFG lead time A57 EA Isilon PS Installation/Implementation (DELLEMC)15%subject to MFG lead time A58 EA XtremIO Series Brick, Storage Controllers, Management Controllers, Management License 55%subject to MFG lead time A59 EA XtremIO Series Flash Drives 55%subject to MFG lead time A60 EA XtremIO Series Backup UPS 55%subject to MFG lead time A61 EA XtremIO Series Enhanced Software Support 55%subject to MFG lead time A62 EA XtremIO Servies Premium Software Support 55%subject to MFG lead time A63 EA XtremIO Series Enhanced Hardware Support 55%subject to MFG lead time A64 EA XtremIO Series Premium Hardware Support 55%subject to MFG lead time A65 EA PowerPath Series Licensing 55%subject to MFG lead time DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1010 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part II. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX A66 EA PowerPath Series Enhanced Software Support 55%subject to MFG lead time A67 EA PowerPath Series Premium Software Support 55%subject to MFG lead time SECTION B-REPLICATION B1 EA Vplex Base Engine Including Base Licenses, Base Management Server, Base FC Modules 57%subject to MFG lead time B2 EA Vplex METRO Licenses 57%subject to MFG lead time B3 EA Vplex PS Installation/Implementation (DELLEMC)15%subject to MFG lead time B4 EA Vplex Enhanced Software Support 57%subject to MFG lead time B5 EA Vplex Premium Software Support 57%subject to MFG lead time B6 EA Vplex Enhanced Hardware Support 57%subject to MFG lead time B7 EA Vplex Premium Hardware Support 57%subject to MFG lead time B8 EA RecoverPoint DPE 44%subject to MFG lead time B9 EA RecoverPoint RPA 44%subject to MFG lead time B10 EA RecoverPoint License 44%subject to MFG lead time B11 EA RecoverPoint Software Suite 44%subject to MFG lead time B12 EA RecoverPoint PS Installation/Implementation (DELLEMC)15%subject to MFG lead time B13 EA RecoverPoint Enhanced Software Support 44%subject to MFG lead time B14 EA RecoverPoint Premium Software Support 44%subject to MFG lead time B15 EA RecoverPoint Enhanced Hardware Support 44%subject to MFG lead time B16 EA RecoverPoint Premium Hardware Support 44%subject to MFG lead time C1 EA Power Protect Data Doman System Including Base License 50%subject to MFG lead time C2 EA Power Protect Data Doman System Expansion 50%subject to MFG lead time C3 EA Power Protect Data Doman Capacity License 50%subject to MFG lead time C4 EA Power Protect Data Doman Expansion Capacity License 50%subject to MFG lead time C5 EA Power Protect Data Doman PS Installation/Implementation (DELLEMC)15%subject to MFG lead time C6 EA Power Protect Data Doman DD Boost License 50%subject to MFG lead time C7 EA Power Protect Data Doman Optional IO Modules 50%subject to MFG lead time C8 EA Power Protect Data Doman Enhanced Software Support 50%subject to MFG lead time C9 EA Power Protect Data Doman Premium Software Support 50%subject to MFG lead time C10 EA Power Protect Data Doman Enhanced Hardware Support 50%subject to MFG lead time C11 EA Power Protect Data Doman Premium Hardware Support 50%subject to MFG lead time SECTION D- CONVERGED D1 EA VXRail HCIA Base Chassis with 4 Nodes 49%subject to MFG lead time SECTION C- Backup DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1011 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part II. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX D2 EA VXRail Additional Chassis 49%subject to MFG lead time D3 EA VXRail Additional Node 49%subject to MFG lead time D4 EA VXRail HCIA Disk Pack 49%subject to MFG lead time D5 EA VXRail HCIA Software 49%subject to MFG lead time D6 EA VXRail PS Installation/Implementation (DELLEMC)15%subject to MFG lead time D7 EA VXRail Enhanced Software Support 49%subject to MFG lead time D8 EA VXRail Premium Software Support 49%subject to MFG lead time D9 EA VXRail Enhanced Hardware Support 49%subject to MFG lead time D10 EA VXRail Premium Hardware Support 49%subject to MFG lead time SECTION E - Professional Services City's Rate - Regular Business Hours City's Rate - After Hours and Weekends E1 HR Professional Services Technology Engineer 150.00$ 187.50$ E2 HR Professional Services Senior Technology Engineer 189.00$ 236.25$ E3 HR Professional Services Technology Design Engineer or Managing Consultant 215.00$ 268.75$ Item #UOM Product Description Current Extended MSRP (List Price x Qty)City's Discount Qty City's Price (MSRP - City's Discount) SOLUTION A- STORAGE (ISILON and UNITY XT) SA1 EA H500 - 60TB (15x4TB)/3.2TB SSD $34,618.00 19,039.90$ 1 15,578.10$ SA2 EA New Cluster $0.00 1 -$ SA3 EA 2x40GbE (QSFP+) Back End W/O OPTICS $977.00 537.35$ 1 439.65$ SA4 EA 2x10GbE (SFP+) W/O OPTICS $1,010.00 555.50$ 1 454.50$ SA5 EA Transceivers/Optic/SFP+/SR/10GbE/Qty 2 $185.00 101.75$ 1 83.25$ SA6 EA OneFS Base License Tier 3 $19,600.00 10,780.00$ 1 8,820.00$ SA7 EA OneFS Capacity License Tier 3 $28,420.20 15,631.11$ 60 12,789.09$ SA8 EA Enterprise Bundle Tier 3 $2,996.00 1,647.80$ 1 1,348.20$ SA9 EA Enterprise Bundle Capacity T3 Per TB $2,880.00 1,584.00$ 60 1,296.00$ SA10 EA SyncIQ Base License Tier 3 $1,667.00 916.85$ 1 750.15$ SA11 EA HDFS for OneFS ($0.00)$0.00 1 -$ SA12 EA SyncIQ Capacity License Tier 3 $1,620.00 891.00$ 60 729.00$ Evaluation Market Basket Pricing (FOB DESTINATION): DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1012 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part II. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX SA13 EA 5 Years ProSupport Plus Mission Critical 4 Hour Onsite Service $25,643.09 14,103.70$ 1 11,539.39$ SA14 EA 5 Years ProSupport Plus Mission Critical OneFS Base Software Support-Maint $13,720.00 7,546.00$ 1 6,174.00$ SA15 EA 5 Years ProSupport Plus Mission Critical OneFS Capacity Software Support-Maint $19,894.20 10,941.81$ 60 8,952.39$ SA16 EA 5 Years ProSupport Plus Mission Critical HDFS for OneFS Software Support-Maint $0.01 0.01$ 1 0.00$ SA17 EA 5 Years ProSupport Plus Mission Critical SyncIQ Base Software Support-Maint $1,667.00 916.85$ 1 750.15$ SA18 EA 5 Years ProSupport Plus Mission Critical Enterprise Bundle Base Software Support-Maint $2,996.00 1,647.80$ 1 1,348.20$ SA19 EA 5 Years ProSupport Plus Mission Critical Enterprise Bundle Capacity Software Support-Maint $2,880.00 1,584.00$ 60 1,296.00$ SA20 EA Custom Installation required with this order $0.01 0.01$ 1 0.00$ SA21 EA 5 Years ProSupport Plus Mission Critical 4 Hour Capacity Add-On Per Terabyte $5,211.60 2,866.38$ 60 2,345.22$ SA22 EA US No Canada Ship Charge $0.00 -$ 1 -$ SA23 EA DOD Gloss Poly UID Label 2 X 0.50 $0.00 -$ 1 -$ SA24 EA ISG Product (info)$0.00 -$ 1 -$ -$ SA25 EA Base Chassis - Normal $5,608.00 3,084.40$ 1 2,523.60$ SA26 EA 5 Years ProSupport Plus Mission Critical 4 Hour Onsite Service $4,186.11 2,302.36$ 1 1,883.75$ SA27 EA US No Canada Ship Charge $0.00 -$ 1 -$ SA28 EA ISG Product (info)$0.00 -$ 1 -$ -$ SA29 EA Z9100 Dell Networking Switch $29,722.00 16,347.10$ 1 13,374.90$ SA30 EA Z9100 Series User Guide $5.00 2.75$ 1 2.25$ SA31 EA Dell Switch Field Installation Kit for S4148F, Z9100 $233.95 128.67$ 1 105.28$ SA32 EA OS10 Enterprise Software, Z9100 $8,000.00 4,400.00$ 1 3,600.00$ SA33 EA 5 Years ProSupport Plus Mission Critical 4 Hour Onsite Service $22,873.11 12,580.21$ 1 10,292.90$ -$ SA34 EA Accessories Label BASE $0.00 -$ 1 -$ SA35 EA New Cluster $0.00 -$ 1 -$ SA36 EA Normal $0.00 -$ 1 -$ SA37 EA Ethernet Back-end I/O $0.00 -$ 1 -$ SA38 EA PWCRD KIT for Gen6 Normal Chassis $198.00 108.90$ 2 89.10$ SA39 EA CABLE, ETHERNET, 40G, PASS, HALFREE, 1M $1,792.00 985.60$ 8 806.40$ SA40 EA US No Canada Ship Charge $0.00 -$ 1 -$ SA41 EA ISG Product (info)$0.00 -$ 1 -$ SA42 EA No Service $0.00 -$ 1 -$ DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1013 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part II. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX Total Price (USD)$238,603.28 $131,231.80 107,371.48$ SA43 EA Unity 480F DPE 25x2.5 Customer Supplied Rack (High Line Power 200V-240V)$27,880.00 13,940.00$ 1 13,940.00$ SA44 EA Unity AFA Base Software+ D@RE=IC $0.00 1 -$ SA45 EA Unity F 3.84TB ALL FLASH 25X2.5 SSD $270,750.00 135,375.00$ 25 135,375.00$ SA46 EA Unity 2X4 Port Card 10GbE OPT AF $2,440.00 1,220.00$ 1 1,220.00$ SA47 EA Unity 2x4 Port IO 16Gb FC AF $3,530.00 1,765.00$ 1 1,765.00$ SA48 EA Pair of C13/C14 cables (Highline Power) or C19/C20 cables (480/680 Lowline Power) included with DPE $0.00 2 -$ SA49 EA Unity XT AFA Field Install Kit $293.00 146.50$ 1 146.50$ SA50 EA ISG Product (info)$0.00 1 -$ SA51 EA 4 Years ProSupport Plus Mission Critical 4 Hour Onsite Service $13,516.34 6,758.17$ 1 6,758.17$ SA52 EA 4 Years ProSupport Plus Mission Critical 4 Hour Medium Capacity SSD Add-On $192,000.00 96,000.00$ 25 96,000.00$ SA53 EA 4 Years ProSupport Plus Mission Critical, Software Support Maintenance $0.00 1 -$ SA54 EA Prodeploy Plus for Unity X80 DPE Hybrid and All Flash $5,920.00 5,032.00$ 1 888.00$ SA55 EA US No Canada Ship Charge $0.00 1 -$ EA SA56 EA Unity 2U 25x2.5 DAE Customer Supplied Rack AF (Pair of SAS Cables Included)$2,440.00 1,220.00$ 1 1,220.00$ SA57 EA Unity F 3.84TB ALL FLASH 25X2.5 SSD $238,260.00 119,130.00$ 22 119,130.00$ SA58 EA Unity 2x2M DAE SAS CBL AF $270.00 135.00$ 1 135.00$ SA59 EA Non TLA Order $0.00 1 -$ SA60 EA ISG Product (info)$0.00 1 -$ SA61 EA 4 Years ProSupport Plus Mission Critical 4 Hour Onsite Service $1,216.29 608.15$ 1 608.15$ SA62 EA 4 Years ProSupport Plus Mission Critical 4 Hour Medium Capacity SSD Add-On $168,960.00 84,480.00$ 22 84,480.00$ SA63 EA Prodeploy Plus for Dell EMC Unity Deployment Unity 15 25 Drive DAE All Flash $814.00 691.90$ 1 122.10$ SA64 EA US No Canada Ship Charge $0.00 -$ 1 -$ SA65 EA AppSync Unity Af $0.00 -$ 1 -$ SA66 EA AppSync Basic for Unity AF 380=IC $0.00 -$ 1 -$ SA67 EA ONSITE INSTALL DECLINED $0.00 -$ 1 -$ SA68 EA Storage Software Info $0.00 -$ 1 -$ SA69 EA ProSupport for Hardware Declined $0.00 -$ 1 -$ -$ DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1014 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part II. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX SA70 EA RecoverPoint for Unity XT AF $0.00 1 -$ SA71 EA RP BASIC LOC AND REM FOR UNITY $0.00 1 -$ SA72 EA No Installation $0.00 1 -$ SA73 EA 4 Years ProSupport Plus Mission Critical, RecoverPoint Basic - All-Flash, Sftwr Spt/Maintenance $0.00 1 -$ SA74 EA Storage Software Info $0.00 1 -$ SA75 EA ProSupport for Hardware Declined $0.00 1 -$ Total Price (USD)$928,289.63 466,501.72$ 461,787.92$ SOLUTION B-REPLICATION (VPLEX) SB1 EA DELLEMC PE MANAGEMENT SERVER $4,485.00 2,556.45$ 1 1,928.55$ SB2 EA VPLEX VS2 SINGLE CONFIG RACK (TITAN)$10,810.00 6,161.70$ 1 4,648.30$ SB3 EA VPLEX VS2 BASE ENGINE $29,340.00 16,723.80$ 1 12,616.20$ SB4 EA 30A 1PH L6-30P N.AMER JAPAN $270.00 153.90$ 1 116.10$ SB5 EA CHINOOK FRONT END I/O OPTION (8GFC)$3,090.00 1,761.30$ 1 1,328.70$ SB6 EA 8 GBIT FC COM MODULES $3,090.00 1,761.30$ 1 1,328.70$ SB7 EA PROSUPPORT W/MISSION CRITICAL-HW WARRANT $0.00 1 -$ SB8 EA NP ASSY VPLEX OS GPLV3 SW NO CHARGE $0.00 1 -$ SB9 EA NP VPLEX OS NON GPLV3 SW NO CHARGE $0.00 1 -$ SB10 EA VPLEX VS2 GEOSYNC CAP BASE 10TB SW=CA $0.00 1 -$ SB11 EA PROSUPPORT 4HR/MC SOFTWARE SUPPORT $0.00 1 -$ SB12 EA VPLEX VS2 GEOSYNC CAPACITY SW $0.00 1 -$ SB13 EA VPLEX VS2 GEOSYNC 1TB 41-60TB SW=CA $58,000.00 33,060.00$ 40 24,940.00$ SB14 EA PROSUPPORT 4HR/MC SOFTWARE SUPPORT $12,179.88 6,942.53$ 1 5,237.35$ SB15 EA VPLEX VALUEPAK $3,300.00 1,881.00$ 1 1,419.00$ SB16 EA HEALTH CHECK FOR VPLEX $13,660.00 7,786.20$ 1 5,873.80$ SB17 EA ZERO DOLLAR ESRS INSTALL $0.00 1 -$ SB18 EA CARS WS APP + INFR READINESS VPLEX METRO $49,550.00 28,243.50$ 1 21,306.50$ SB19 EA DELLEMC PE MANAGEMENT SERVER $4,485.00 2,556.45$ 1 1,928.55$ SB20 EA VPLEX VS2 SINGLE CONFIG RACK (TITAN)$10,810.00 6,161.70$ 1 4,648.30$ SB21 EA VPLEX VS2 BASE ENGINE $29,340.00 16,723.80$ 1 12,616.20$ Site 1 Site 2 DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1015 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part II. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX SB22 EA 30A 1PH L6-30P N.AMER JAPAN $270.00 153.90$ 1 116.10$ SB23 EA CHINOOK FRONT END I/O OPTION (8GFC)$3,090.00 1,761.30$ 1 1,328.70$ SB24 EA 8 GBIT FC COM MODULES $3,090.00 1,761.30$ 1 1,328.70$ SB25 EA PROSUPPORT W/MISSION CRITICAL-HW WARRANT $0.00 1 -$ SB26 EA NP ASSY VPLEX OS GPLV3 SW NO CHARGE $0.00 1 -$ SB27 EA NP VPLEX OS NON GPLV3 SW NO CHARGE $0.00 1 -$ SB28 EA VPLEX VS2 GEOSYNC CAP BASE 10TB SW=CA $0.00 1 -$ SB29 EA PROSUPPORT 4HR/MC SOFTWARE SUPPORT $0.00 1 -$ SB30 EA VPLEX VS2 GEOSYNC CAPACITY SW $0.00 1 -$ SB31 EA VPLEX VS2 GEOSYNC 1TB 41-60TB SW=CA $58,000.00 33,060.00$ 40 24,940.00$ SB32 EA PROSUPPORT 4HR/MC SOFTWARE SUPPORT $12,179.88 6,942.53$ 1 5,237.35$ SB33 EA VPLEX VALUEPAK $3,300.00 1,881.00$ 1 1,419.00$ SB34 EA HEALTH CHECK FOR VPLEX $13,660.00 7,786.20$ 1 5,873.80$ SB35 EA ZERO DOLLAR ESRS INSTALL $0.00 1 -$ Total Price (USD)$325,999.76 185,819.86$ 140,179.90$ SOLUTION C- Backup (DD6900) SC1 EA PowerProtect DD6900 - AMER $108,261.76 54,130.88$ 1 54,130.88$ SC2 EA Controller DD6900 NFS CIFS $0.00 1 SC3 EA SYSTEM DD6900 NFS CIFS $0.00 1 -$ SC4 EA DD6900 Field Install kit $0.00 1 -$ SC5 EA DD OS 7.4=IA $0.00 1 -$ SC6 EA Dell Hardware Limited Warranty Initial Year $0.00 1 -$ SC7 EA ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 1 Year $0.00 1 -$ SC8 EA ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 2 Years Extended $0.00 1 -$ SC9 EA ProSupport: Mission Critical 7x24 HW/SW Tech Support and Assistance 3 Years $0.00 1 -$ SC10 EA Dell Hardware Limited Warranty Plus On Site Service Extended Year $0.00 1 -$ SC11 EA LICENSE BASE DD OE =IA $0.00 1 -$ SC12 EA ProSupport Mission Critical, Operating Environment, Software Support/Maintenance 3 Years $0.00 1 -$ SC13 EA ProSupport Mission Critical, Operating Environment, Software Support, Contract 3 Years $0.00 1 -$ SC14 EA ProDeploy Plus Training Credits 500 Redeem at education.dellemc.com Expires 1Yr from Order Date $0.00 1 -$ SC15 EA Prodeploy Plus for PowerProtect Data Domain 6XXX 9XXX $0.00 1 -$ SC16 EA Prodeploy Plus for PowerProtect Data Domain 6XXX 9XXX Deployment Verification $0.00 1 -$ DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1016 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part II. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX SC17 EA ISG Product (info)$0.00 1 -$ SC18 EA DD 1.92TB internal Cache SSD $0.00 2 -$ SC19 EA PDU 1M Included $0.00 1 -$ SC20 EA DD 10GSFP IO MODULE NDC $0.00 1 -$ SC21 EA DD 12G 4 port SAS HBA $0.00 2 -$ SC22 EA DD 10GBASE-T IO MODULE 4Port Full Height $0.00 1 -$ SC23 EA DD 10GSFP IO MODULE 4Port Full Height $0.00 1 -$ SC24 EA XCVR 10GbE SR SFP $0.00 8 -$ SC25 EA Cable 10GbE 3M TWINAX $0.00 4 -$ SC26 EA DD 3M SAS HD FLEX $0.00 1 -$ SC27 EA Education Services - PowerProtect DD Systems Admin Instructor Led Training Expire 1YR $0.00 1 -$ SC28 EA Education Services - Dell EMC Proven Professional Exam Voucher Expire1YR $0.00 1 -$ SC29 EA PowerProtect DD 4TB DS60 - 120TB NVI AMER $627,436.23 313,718.12$ 1 313,718.12$ SC30 EA DD DS60 SHELF Field $0.00 1 -$ SC31 EA ProSupport Mission Critical, DD New, 1TB, Software Support, Contract 3 Years $0.00 1 -$ SC32 EA FIELD INSTALLED DAE $0.00 1 -$ SC33 EA ProSupport Mission Critical, DD Boost, 1TB, Software Support, Contract 3 Years $0.00 1 -$ SC34 EA ProSupport Mission Critical, DD Replication, 1TB, Software Support, Contract 3 Years $0.00 1 -$ SC35 EA Dell Hardware Limited Warranty Initial Year $0.00 1 -$ SC36 EA ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 1 Year $0.00 1 -$ SC37 EA ProSupport: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch 2 Years Extended $0.00 1 -$ SC38 EA ProSupport: Mission Critical 7x24 HW/SW Tech Support and Assistance 3 Years $0.00 1 -$ SC39 EA Dell Hardware Limited Warranty Plus On Site Service Extended Year $0.00 1 -$ SC40 EA Prodeploy Plus for DSXX $0.00 1 -$ SC41 EA Prodeploy Plus for DSXX Deployment Verification $0.00 1 -$ SC42 EA ISG Product (info)$0.00 1 -$ SC43 EA DD New Software 1TB Raw=CB $0.00 240 -$ SC44 EA ProSupport Mission Critical, DD New, 1TB, Software Support/Maintenance 3 Years $0.00 240 -$ SC45 EA DS60 4TB Active 1TB Raw=CB $0.00 240 -$ SC46 EA 3 Years ProSupport Mission Critical DD Raw DS60 4TB Active 1TB Sftwr Spt-Maint $0.00 240 -$ SC47 EA HDD 12G DISK PK 15X4TB SAS FL DS60 $0.00 4 -$ SC48 EA ProSupport and Mission Critical 4 Hour HDD 15X4TB CptyPackAdd-On 3 Years $0.00 4 -$ SC49 EA DD Boost Software 1TB Raw=CB $0.00 240 -$ DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1017 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part II. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX SC50 EA ProSupport Mission Critical, DD Boost, 1TB, Software Support/Maintenance 3 Years $0.00 240 -$ SC51 EA DD Replication Software 1TB Raw=CB $0.00 240 -$ SC52 EA ProSupport Mission Critical, DD Replication, 1TB, Software Support/Maintenance 3 Years $0.00 240 -$ Total Price (USD)$735,697.99 367,849.00$ $367,849.00 SOLUTION D- CONVERGED (VXRAIL E460) SD1 EA VxRail E560F,10X2.5",Flash $3,259.00 1,596.91$ 1 1,662.09$ SD2 EA VxRail Software 4.7.520 Factory Install $0.00 1 -$ SD3 EA No Transformational License Agreement $0.00 1 -$ SD4 EA 2.5 Chassis with up to 10 Hard Drives, 2 NVMe Drives and 3 PCIe Slots, 2CPU only $900.00 441.00$ 1 459.00$ SD5 EA VxRail E560/F Bezel $149.00 73.01$ 1 75.99$ SD6 EA Intel Xeon Silver 4208 2.1G, 8C/16T, 9.6GT/s, 11M Cache, Turbo, HT (85W) DDR4-2400 $789.00 386.61$ 1 402.39$ SD7 EA Intel Xeon Silver 4208 2.1G, 8C/16T, 9.6GT/s, 11M Cache, Turbo, HT (85W) DDR4-2400 $789.00 386.61$ 1 402.39$ SD8 EA 3200MT/s RDIMMs $0.00 1 -$ SD9 EA 16GB RDIMM, 3200MT/s, Dual Rank $47,296.00 23,175.04$ 8 24,120.96$ SD10 EA 800GB SSD SAS Mix Use 12Gbps 512e 2.5in Hot-plug AG Drive, 3 DWPD,$1,679.00 822.71$ 1 856.29$ SD11 EA 3.84TB SSD SAS Read Intensive 12Gbps 512 2.5in Hot-plug AG Drive, 1 DWPD,$69,104.00 33,860.96$ 4 35,243.04$ SD12 EA Diskless PowerEdge Express Flash PCIeSSD Configuration $0.00 1 -$ SD13 EA Intel X710 Quad Port 10GbE SFP+, rNDC $849.00 416.01$ 1 432.99$ SD14 EA Trusted Platform Module 2.0 $99.00 48.51$ 1 50.49$ SD15 EA ReadyRails™ Sliding Rails Without Cable Management Arm $149.00 73.01$ 1 75.99$ SD16 EA Dual, Hot-plug, Redundant Power Supply (1+1), 1100W $785.00 384.65$ 1 400.35$ SD17 EA NEMA 5-15P to C13 Wall Plug, 125 Volt, 15 AMP, 10 Feet (3m), Power Cord, North America $0.00 2 -$ SD18 EA SFP+, SR, Optical Transceiver, Low Cost, 10Gb-1Gb $1,116.00 546.84$ 2 569.16$ SD19 EA VxRail VMware,vSAN Advanced, 3 Years $0.00 2 -$ SD20 EA VxRail HCI System Software, All-Flash, A $34,360.00 16,836.40$ 2 17,523.60$ SD21 EA VxRail HCI System Software, Capacity Drive 3.84TB SAS, SSD $26,112.00 12,794.88$ 4 13,317.12$ SD22 EA 3 Years Pro Support Plus Mission Critical 4 Hour Onsite Service $12,047.01 5,903.03$ 1 6,143.98$ SD23 EA 3 Years, Series E All Flash, Add-On Support $4,557.60 2,233.22$ 1 2,324.38$ SD24 EA 3 Years, Pro Support Plus w/ Mission Critical, Software Support $0.00 1 -$ SD25 EA 3 Years, ProSupport Plus Mission Critical, vSAN, Advanced, 1 Processor $16,548.00 8,108.52$ 2 8,439.48$ SD26 EA ProDeploy Plus Dell EMC VxRail Deployment $3,463.20 1,696.97$ 1 1,766.23$ SD27 EA PowerEdge R640 CE, CCC, BIS Marking $0.00 1 -$ DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1018 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part II. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX SD28 EA HCIA RecoverPoint for VMWare for 1 node VT $0.00 1 -$ SD29 EA E560/E560F Shipping $0.00 1 -$ SD30 EA PowerEdge R640 x4 and x10 Drive Shipping Material $0.00 1 -$ SD31 EA Riser Config 2, 3x16 LP $19.00 9.31$ 1 9.69$ SD32 EA PowerEdge R640 MLK Motherboard $0.00 1 -$ SD33 EA 2 Standard Heatsinks for 165W or less CPUs $38.00 18.62$ 1 19.38$ SD34 EA Performance Optimized $0.00 1 -$ SD35 EA No RAID for E560 $0.00 1 -$ SD36 EA HBA330 12Gbps SAS HBA Controller (NON-RAID), Minicard $319.00 156.31$ 1 162.69$ SD37 EA BOSS controller card + with 2 M.2 Sticks 240G (RAID 1),LP $879.00 430.71$ 1 448.29$ SD38 EA iDRAC9,Enterprise $489.00 239.61$ 1 249.39$ SD39 EA iDRAC Group Manager, Disabled $0.00 1 -$ SD40 EA iDRAC,Legacy Password,OEM $0.00 1 -$ SD41 EA DHCP with Zero Touch Configuration $0.00 1 -$ SD42 EA IDSDM and Combo Card Reader $59.00 28.91$ 1 30.09$ SD43 EA 2x 64GB microSDHC/SDXC Card $398.00 195.02$ 1 202.98$ SD44 EA 8 Performance Fans for R640 $199.00 97.51$ 1 101.49$ SD45 EA No Quick Sync $39.00 19.11$ 1 19.89$ SD46 EA UEFI BIOS Boot Mode with GPT Partition $0.00 1 -$ SD47 EA No Energy Star $0.00 1 -$ SD48 EA No Internal Optical Drive for 10 or 24 HDD Chassis $0.00 1 -$ SD49 EA No Systems Documentation, No OpenManage DVD Kit $0.00 1 -$ SD50 EA E560F Luggage Tag $0.00 1 -$ SD51 EA US No Canada Ship Charge $0.00 1 -$ SD52 EA VxRail Small Form Factor Pluggable Cable Kit $19.00 9.31$ 1 9.69$ Total Price (USD)$226,508.81 110,989.32$ 115,519.49$ -$ TOTAL $1,192,707.78 DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1019 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part III. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) SECTION A- vSphere A1 Per Processor vSphere Enterprise Plus 13%1-2 days A2 Per Processor vSphere Enterpprise Plus Production Support 1 Year 4%1-2 days A3 Per Processor vSphere Enterpprise Plus Production Support 3 Year 4%1-2 days A4 Per Processor vSphere Standard 13%1-2 days A5 Per Processor vSphere Standard Production Support 1 Year 4%1-2 days A6 Per Processor vSphere Standard Production Support 3 Year 4%1-2 days A7 Per Instance vCenter Standard 13%1-2 days A8 Per Instance vCenter Standard Production Support 1 Year 4%1-2 days A9 Per Instance vCenter Standard Production Support 3 Year 4%1-2 days A10 Per Processor Upgrade: VMware vSphere Standard to vSphere with Operations Management Enterprise Plus for 1 Processor 13%1-2 days A11 Per Processor Production Support/Subscription VMware vSphere with Operations Management Enterprise Plus for 1 year 4%1-2 days A12 Per Processor Production Support/Subscription VMware vSphere with Operations Management Enterprise Plus for 3 year 4%1-2 days A13 Per Processor Upgrade: VMware vSphere Enterprise Plus to vSphere with Operations Management Enterprise Plus for 1 Processor 16%1-2 days A14 Per Processor Production Support/Subscription VMware vSphere with Operations Management Enterprise Plus for 1 year 4%1-2 days A15 Per Processor Production Support/Subscription VMware vSphere with Operations Management Enterprise Plus for 3 year 4%1-2 days A16 Per Processor Upgrade: VMware vSphere Enterprise to vSphere with Operations Management Enterprise Plus for 1 Processor 16%1-2 days A17 Per Processor Production Support/Subscription VMware vSphere with Operations Management Enterprise Plus for 1 year 4%1-2 days A18 Per Processor Production Support/Subscription VMware vSphere with Operations Management Enterprise Plus for 3 year 4%1-2 days SECTION B - Horizon B1 Concurrent User VMware Horizon Standard : 100 Pack (CCU)20%1-2 days B2 Concurrent User Production Support/Subscription for VMware Horizon Standard : 100 Pack (CCU) for 1 year 4%1-2 days B3 Concurrent User Production Support/Subscription for VMware Horizon Standard : 100 Pack (CCU) for 3 year 4%1-2 days B4 Concurrent User VMware Horizon Advanced : 10 Pack (CCU)20%1-2 days B5 Concurrent User Production Support/Subscription for VMware Horizon Advanced : 10 Pack (CCU) for 1 year 4%1-2 days B6 Concurrent User Production Support/Subscription for VMware Horizon Advanced : 10 Pack (CCU) for 3 year 4%1-2 days B7 Concurrent User VMware Horizon Advanced : 100 Pack (CCU)20%1-2 days B8 Concurrent User Production Support/Subscription for VMware Horizon Advanced : 100 Pack (CCU) for 1 year 4%1-2 days B9 Concurrent User Production Support/Subscription for VMware Horizon Advanced : 100 Pack (CCU) for 3 year 4%1-2 days B10 Concurrent User VMware App Volumes Advanced 100 Pack (CCU)20%1-2 days B11 Concurrent User Production Support/Subscription for VMware App Volumes Advanced 100 Pack (CCU) for 1 year 4%1-2 days B12 Concurrent User Production Support/Subscription for VMware App Volumes Advanced 100 Pack (CCU) for 3 year 4%1-2 days B13 Concurrent User VMware User Environment Manager: 100 Pack (CCU)20%1-2 days B14 Concurrent User Production Support/Subscription for VMware User Environment Manager: 100 Pack (CCU) for 1 year 4%1-2 days B15 Concurrent User Production Support/Subscription for VMware User Environment Manager: 100 Pack (CCU) for 3 year 4%1-2 days SECTION C - vRealize Presidio Networked Solutions Group, LLC Irving, TX DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1020 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part III. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX C1 PLU VMware vRealize Suite Standard (Per PLU)30%1-2 days C2 PLU Production Support/Subscription VMware vRealize Suite Standard (Per PLU) for 1 year 4%1-2 days C3 PLU Production Support/Subscription VMware vRealize Suite Standard (Per PLU) for 3 year 4%1-2 days C4 PLU VMware vRealize Suite Advanced (Per PLU)30%1-2 days C5 PLU Production Support/Subscription VMware vRealize Suite Advanced (Per PLU) for 1 year 4%1-2 days C6 PLU Production Support/Subscription VMware vRealize Suite Advanced (Per PLU) for 3 year 4%1-2 days C7 OSI VMware vRealize Automation Advanced (25 OSI Pack)30%1-2 days C8 OSI Production Support/Subscription VMware vRealize Automation Advanced (25 OSI Pack) for 1 year 4%1-2 days C9 OSI Production Support/Subscription VMware vRealize Automation Advanced (25 OSI Pack) for 3 year 4%1-2 days SECTION D- VSAN D1 Per Processor VMware Virtual SAN Standard per processor 23%1-2 days D2 Per Processor VMware Virtual SAN Advanced per processor 30%1-2 days D3 Per Processor VMware Virtual SAN Enterprise per processor 30%1-2 days D4 Concurrent User VMware Virtual SAN Standard for Desktop 100 Pack (CCU)30%1-2 days D5 Per Processor Production Support/Subscription for VMware Virtual SAN Standard per processor for 1 year 4%1-2 days D6 Per Processor Production Support/Subscription for VMware Virtual SAN Advanced per processor for 1 year 4%1-2 days D7 Per Processor Production Support/Subscription for VMware Virtual SAN Enterprise per processor for 1 year 4%1-2 days D8 Concurrent User Production Support/Subscription VMware Virtual SAN Standard for Desktop 100 Pack (CCU) for 1 year 4%1-2 days SECTION E - NSX E1 Per Processor VMware NSX Standard per Processor 30%1-2 days E2 Per Processor Production Support/Subscription for VMware NSX Standard per Processor for 1 year 4%1-2 days E3 Per Processor VMware NSX Advanced per Processor 30%1-2 days E4 Per Processor Production Support/Subscription for VMware NSX Advanced per Processor for 1 year 4%1-2 days E5 Per Processor VMware NSX Enterprise per Processor 30%1-2 days E6 Per Processor Production Support/Subscription for VMware NSX Enterprise per Processor for 1 year 4%1-2 days E7 Concurrent User VMware NSX Advanced for Desktop : 100 Pack (CCU)30%1-2 days E8 Concurrent User Production Support/Subscription VMware NSX Advanced for Desktop : 100 Pack (CCU) for 1 year 4%1-2 days E9 Concurrent User VMware NSX Enterprise for Desktop : 100 Pack (CCU)30%1-2 days E10 Concurrent User Production Support/Subscription VMware NSX Enterprise for Desktop : 100 Pack (CCU) for 1 year 4%1-2 days SECTION F- SRM F1 Per 25 VMs VMware Site Recovery Manager Standard (25 VM Pack)20%1-2 days F2 Per 25 VMs Production Support/Subscription for VMware Site Recovery Manager 6 Standard (25 VM Pack) for 1 Year 4%1-2 days F3 Per 25 VMs VMware Site Recovery Manager Enterprise (25 VM Pack)20%1-2 days F4 Per 25 VMs Production Support/Subscription for VMware Site Recovery Manager 6 Enterprise (25 VM Pack) for 1 Year 4%1-2 days DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1021 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part III. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX SECTION G - Professional Services City's Rate - Regular Business Hours City's Rate - After Hours and Weekends G1 HR Professional Services Technology Engineer 150.00$ 187.50$ G2 HR Professional Services Senior Technology Engineer 189.00$ 236.25$ G3 HR Professional Services Technology Design Engineer or Managing Consultant 215.00$ 268.75$ Item #UOM Product Description Current Extended MSRP (List Price x Qty)City's Discount Qty City's Price (MSRP - City's Discount) SOLUTION A- vSphere SA1 Per Processor vSphere 7 Enterprise Plus 55,920.00$ 7,269.60$ 16 48,650.40$ SA2 Per Processor vSphere 7 Enterpprise Plus Production Support 1 Year 13,984.00$ 559.36$ 16 13,424.64$ Total Price (USD)69,904.00$ 7,828.96$ 62,075.04$ SA3 Per Instance vCenter Standard 17,985.00$ 2,338.05$ 3 15,646.95$ SA4 Per Instance vCenter Standard Production Support 1 Year 4,497.00$ 179.88$ 3 4,317.12$ Total Price (USD)22,482.00$ 2,517.93$ 19,964.07$ SA4 Per Processor VMware vSphere 7 with Operations Management Enterprise Plus for 1 processor 70,320.00$ 11,251.20$ 16 59,068.80$ SA5 Per Processor Production Support/Subscription VMware vSphere 6 with Operations Management Enterprise Plus for 1 year 17,584.00$ 703.36$ 16 16,880.64$ Total Price (USD)87,904.00$ 11,954.56$ 75,949.44$ SOLUTION B - Horizon SB1 Concurrent User VMware Horizon 8 Advanced : 100 Pack (CCU)200,000.00$ 40,000.00$ 5 160,000.00$ SB2 Concurrent User Production Support/Subscription for VMware Horizon 8 Advanced : 100 Pack (CCU) for 1 year 50,000.00$ 2,000.00$ 5 48,000.00$ Total Price (USD)250,000.00$ 42,000.00$ 208,000.00$ SB3 Concurrent User VMware App Volumes Advanced 100 Pack (CCU)75,000.00$ 15,000.00$ 5 60,000.00$ Evaluation Market Basket Pricing (FOB DESTINATION): DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1022 Respondent's Name: Principle Place of Business (City, State): RFP 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Price Sheet The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Part III. Product Proposal Pricing (FOB DESTINATION): Item #UOM Product Category City Discount % off MSRP Estimated Delivery ARO (Days) Presidio Networked Solutions Group, LLC Irving, TX SB4 Concurrent User Production Support/Subscription for VMware App Volumes Advanced 100 Pack (CCU) for 1 year 18,750.00$ 750.00$ 5 18,000.00$ Total Price (USD)93,750.00$ 15,750.00$ 78,000.00$ SOLUTION C - vRealize SC1 PLU VMware vRealize Suite 7 Enterprise (Per PLU)247,840.00$ 74,352.00$ 32 173,488.00$ SC2 PLU Production Support/Subscription VMware vRealize Suite 8 Enterprise (Per PLU) for 1 year 61,952.00$ 2,478.08$ 32 59,473.92$ Total Price (USD)309,792.00$ 76,830.08$ 232,961.92$ SC3 VMware vRealize Automation 7 Advanced (25 OSI Pack)96,250.00$ 28,875.00$ 14 67,375.00$ SC4 Production Support/Subscription VMware vRealize Automation 8 Advanced (25 OSI Pack) for 1 year 24,066.00$ 962.64$ 14 23,103.36$ Total Price (USD)120,316.00$ 29,837.64$ 90,478.36$ SOLUTION D - NSX SD1 Per Processor VMware NSX Enterprise per Processor 223,840.00$ 67,152.00$ 32 156,688.00$ SD2 Per Processor Production Support/Subscription for VMware NSX Enterprise per Processor for 1 year 55,968.00$ 2,238.72$ 32 53,729.28$ Total Price (USD)279,808.00$ 69,390.72$ 210,417.28$ SD3 Concurrent User VMware NSX Enterprise for Desktop : 100 Pack (CCU)70,000.00$ 21,000.00$ 5 49,000.00$ SD4 Concurrent User Production Support/Subscription VMware NSX Enterprise for Desktop : 100 Pack (CCU) for 1 year 17,500.00$ 700.00$ 5 16,800.00$ Total Price (USD)87,500.00$ 21,700.00$ 65,800.00$ SOLUTION F - SRM SF1 Per 25 VMs VMware Site Recovery Manager 8 Enterprise (25 VM Pack)173,250.00$ 34,650.00$ 14 138,600.00$ SF2 Per 25 VMs Production Support/Subscription for VMware Site Recovery Manager 6 Enterprise (25 VM Pack) for 1 Year 43,316.00$ 1,732.64$ 14 41,583.36$ Total Price (USD)216,566.00$ 36,382.64$ 180,183.36$ -$ TOTAL 1,223,829.47$ DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF 1023 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Exhibit DocuSign Envelope ID: 1578FB9D-9BF6-4E0B-BE53-FF1488DF54CF G Presidio Networked Solutions Group, LLC NA Kim Dukes 11/21/2021 1024 Certificate Of Completion Envelope Id: 1578FB9D9BF64E0BBE53FF1488DF54CF Status: Sent Subject: Please DocuSign: City Council Contract 7734 - Technology Infrastructure - Cisco, DellEMC, VMWare Source Envelope: Document Pages: 54 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/19/2021 11:30:53 AM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/19/2021 11:41:11 AM Viewed: 11/19/2021 11:41:30 AM Signed: 11/19/2021 11:44:29 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/19/2021 11:44:35 AM Viewed: 11/19/2021 2:39:47 PM Signed: 11/19/2021 2:40:55 PM 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) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/19/2021 2:41:00 PM Viewed: 11/19/2021 3:15:15 PM Signed: 11/19/2021 3:23:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kim Dukes KDukes@presidio.com Director of Sales Operations Presidio Networked Solutions Group, LLC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 206.128.133.4 Sent: 11/19/2021 3:23:26 PM Viewed: 11/21/2021 8:40:47 PM Signed: 11/21/2021 8:42:09 PM Electronic Record and Signature Disclosure: Accepted: 11/21/2021 8:40:47 PM ID: e2381287-f4db-4ff7-a72b-cf9d5bf5cb37 1025 Signer Events Signature Timestamp Leisha Meine Leisha.Meine@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.189.254.137 Signed using mobile Sent: 11/21/2021 8:42:15 PM Viewed: 11/22/2021 3:36:24 AM Signed: 11/22/2021 3:37:58 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/22/2021 3:38:08 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/19/2021 12:05:09 PM ID: 2547013a-4a74-4e82-ada8-592e8749ce27 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/19/2021 11:44:36 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lindsay Cacozza lcacozza@presidio.com Security Level: Email, Account Authentication (None) Sent: 11/19/2021 3:23:25 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 1026 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/22/2021 3:38:06 AM Viewed: 11/22/2021 9:17:17 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Curtis Conrad Curtis.Conrad@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/14/2021 11:54:40 AM ID: f9dff6ac-fa8d-4aa2-b022-c18b44a01567 Paul Desjardins Paul.Desjardins@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/19/2021 11:41:11 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 1027 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Kim Dukes, Rosa Rios, Curtis Conrad 1028 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 1029 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 1030 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2609,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager,or designee,to enter into a Development Agreement between the City of Denton and VV52 Denton LP.,for the dedication of Park Land for a City Park at the Vintage Village Development;authorizing acceptance of land;and providing an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™1031 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation ICM: Sara Hensley, Interim City Manager DATE: December 14, 2021 SUBJECT Consider an ordinance of the City of Denton authorizing the City Manager, or designee, to enter into a Development Agreement between the City of Denton and VV52 Denton LP., for the dedication of Park Land for a City Park at the Vintage Village Development; Authorizing acceptance of land; and providing an effective date. BACKGROUND VV52 Denton LP is developing a Vintage Village subdivision, a single-family residential development, on approximately 51.808 acres west of U.S. Rte 377/Fort Worth Dr. and south of Vintage Blvd. The Development will consist of 118 residential lots. In addition, seven (7) HOA open space lots and one (1) Park Land Lot of 25.414 acres that is intended to be dedicated to the City for Public Park use. The amount of parkland dedication required for this Development is 0.826 acres. The Denton County Appraisal district lists this parcel as having an assessed value of $7,175.00 per acre. • At $7,175.00 per acre, the fee in lieu of the land requirement for 0.826 acres is $5,926.55. • The Developer intends to dedicate the parkland lot to the City to satisfy the Park Land Dedication requirement. The Developer intends to pay Park Development fees to satisfy Ordinance 98-039. • With the execution of this development agreement, the City would be receiving 25.414 acres as public parkland. At $7,175.00 per acre, the valuation is $182,345.45 per Denton County Appraisal District’s assessment. VV52 Denton LP will not pay Park Dedication fees due to dedicating land in excess of the amount required by the Park Dedication Ordinance. The Developer intends to pay the Park Development Fees and shall be imposed at the time of building permit application and paid before issuing building permits. Accepting this parcel will help connect the park to multiple neighborhoods within the area and increase the City’s 10-minute walk initiative. RECOMMENDATION Staff recommends approval of the ordinance. ESTIMATED SCHEDULE OF PROJECT It is anticipated that with the execution of this agreement and all required paperwork, the City of Denton could assume ownership of this parcel by early to early-2022. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1032 OPERATIONAL IMPACT The anticipated cost to maintain this parcel is estimated at $5,000, once developed, for regular and annual mowing and litter abatement. While this funding is not budgeted for FY2021-2022, these projected maintenance costs will be included in a supplemental request for FY2022-2023. FISCAL INFORMATION • Park Dedication Amount Required .826 acres o Park Dedication Amount Received 25.414 acres • Park Development Fee Required: $34,338.00 PRIOR ACTION/REVIEW (Council, Boards, Commissions) On December 6, 2021, the Parks, Recreation and Beautification Board was presented with this land dedication request. EXHIBITS Exhibit 1- Agenda Information Sheet Exhibit 2- Ordinance Exhibit 3- Development Agreement Exhibit 4- Presentation Respectfully submitted: Gary Packan Director, Parks and Recreation Prepared by: Chris Escoto Park Planner, Parks and Recreation 1033 ORDINANCE NO.__________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR DESIGNEE, TO ENTER INTO A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DENTON AND VV52 DENTON LP., FOR THE DEDICATION OF PARK LAND FOR A CITY PARK AT THE VINTAGE VILLAGE DEVELOPMENT; AUTHORIZING ACCEPTANCE OF LAND; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, VV52 Denton LP., (the “Developer”) of the Vintage Village Development has asked consideration for approval to dedicate land. Developer intends to pay park development fees to satisfy the Park Dedication Ordinance 98-039; and WHEREAS, the City Manager recommends, and the City Council deems it in the public interest that the City enter into the Development Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager is hereby authorized to execute on behalf of the City, a Development Agreement in substantially the form of the Agreement, which is attached hereto and incorporated by reference herein. SECTION 3. The City Manager is hereby authorized to receive land and to undertake the obligations as set forth in the Agreement. 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 [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Viki 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: ______ ______ ______ ______ 1034 PASSED AND APPROVED this the _________ day of ___________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: __________________________________ 1035 1036 1037 1038 1039 1040 1041 1042 1043 EDGE WAY(55' R.O.W.)VINTAGE BOULEVARDMATCHLINE SEE SHEET ##MATCHLINE SEE SHEET ##US HIGHWAY 377∆111 Hillside DriveLewisville, Texas 75057972. 436. 9712201 Country View DriveRoanoke, Texas 76262940. 240. 1012TBPE: 19762 TBPLS: 10194440www.gacon.comwww.mcadamsco.comThe John R. McAdamsCompany, Inc.C1PROJECTSITEVicinity Map 1"=2000'1/4FINAL PLATL E G E N D1044 VINTAGE BOULEVARDApproximate LocationFEMA Flood Zone "AE"as scaled from FEMA ShapefileApproximate LocationFEMA Flood Zone "X" Shadedas scaled from FEMA ShapefileGREENBROOK ROAD (55' R.O.W.)CLASSICAL DRIVE(55' R.O.W.)MIDDLESTONE LANE (55' R.O.W.) SHADY GROVE LANE(55' R.O.W.)WOODWAY DRIVE(55' R.O.W.) EDGE WAY (55' R.O.W.)TAMARACK LANE(55' R.O.W .) MATCHLINE SEE SHEET ## MATCHLINE SEE SHEET ##111 Hillside DriveLewisville, Texas 75057972. 436. 9712201 Country View DriveRoanoke, Texas 76262940. 240. 1012TBPE: 19762 TBPLS: 10194440www.gacon.comwww.mcadamsco.comThe John R. McAdamsCompany, Inc.C2PROJECTSITEVicinity Map 1"=2000'2/4FINAL PLATL E G E N D1045 VINTAGE BOULEVARDGREENBROOK ROAD (55' R.O.W.)CLASSICAL DRIVE(55' R.O.W.)MIDDLESTONE LANE (55' R.O.W.) SHADY GROVE LANE(55' R.O.W.)WOODWAY DRIVE(55' R.O.W.) EDGE WAY (55' R.O.W.)TAMARACK LANE(55' R.O.W .) MATCHLINE SEE SHEET ## MATCHLINE SEE SHEET ##111 Hillside DriveLewisville, Texas 75057972. 436. 9712201 Country View DriveRoanoke, Texas 76262940. 240. 1012TBPE: 19762 TBPLS: 10194440www.gacon.comwww.mcadamsco.comThe John R. McAdamsCompany, Inc.C3PROJECTSITEVicinity Map 1"=2000'3/4(SIGHT VISIBILITY EASEMENT DETAIL)FINAL PLATL E G E N D1046 111 Hillside DriveLewisville, Texas 75057972. 436. 9712201 Country View DriveRoanoke, Texas 76262940. 240. 1012TBPE: 19762 TBPLS: 10194440www.gacon.comwww.mcadamsco.comThe John R. McAdamsCompany, Inc.C4”“”””“”“”””””“”“”””“”“”FINAL PLATPROJECTSITEVicinity Map 1"=2000'4/41047 1048 1049 1050 Vintage Village Park Land Dedication Parks and Recreation December 7, 2021 PAC 12/4/20204, 2020ID 21-2609 1051 Site Location 1 West of US 377/Fort Worth Dr. & South of Vintage Blvd.Open Space & 2 Ponds ID 21-2609 1052 2 PAC 20-035; Sept. 4, 2020 Requirements per Ordinance Land Dedication Owed Park Development Fees 0.826 Acres $34,338.00 Land Being Dedicated by Developer 25.414 Acres Dedication Details ID 21-2609 1053 Benefits to City 3 •Open Space Preservation •Neighborhood Park for new residents and improves 10-minute walk campaign •Possible future connection to Bonnie Brae and Southwest Park •Parks, Recreation and Trails System Master Plan •Denton 2040 Plan ID 21-2609 1054 Questions? 5PAC 20-035; Sept. 4, 2020 5 ID 21-2609 1055 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-2663,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton consenting to the creation of Denton County Municipal Utility District No.12,encompassing approximately 1018 acres of land,located within the extraterritorial jurisdiction of the City of Denton,Texas or the addition of 1018 acres of land,located within the extraterritorial jurisdiction of the City of Denton,Texas into La La Ranch Municipal Utility District of Denton County;and providing an effective date. City of Denton Printed on 12/3/2021Page 1 of 1 powered by Legistar™1056 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services IDCM: David Gaines DATE: December 7, 2021 SUBJECT Consider approval of a resolution of the City of Denton consenting to the creation of Denton County Municipal Utility District No. 12, encompassing approximately 1018 acres of land, located within the extraterritorial jurisdiction of the City of Denton, Texas or the addition of 1018 acres of land, located within the extraterritorial jurisdiction of the City of Denton, Texas into La La Ranch Municipal Utility District of Denton County; and providing an effective date. (ID 21-2663 La La Ranch, Tina Firgens) BACKGROUND: Article III, Section 52, or Article XVI, Section 59, of the Texas Constitution authorizes the creation of special districts that function as independent, limited governments. A Municipal Utility District (MUD) is another type of special district, and Chapter 54 of the Texas Water Code provides specific regulations for the creation of a MUD. The purpose of a MUD is to provide a developer an alternate way to finance infrastructure, such as water, sewer, drainage, and road facilities through the issuance of refunding bonds. Managed by a board elected by property owners within the MUD boundaries, a MUD may issue bonds to reimburse a developer for authorized improvements. The MUD will utilize property tax revenues and user fees received from water and sewer services operated by the MUD to repay the debt. As the MUD pays off its debt, more of its tax revenue can be directed to other services. A MUD can be created by either: 1.the Texas Legislature following adoption of a district creation bill; or 2.the Texas Commission on Environmental Quality (TCEQ) following a petition and consent process described in the Texas Water Code. A MUD established by TCEQ is initiated by a property owner by submitting a Petition for Consent to Creation of a Political Subdivision in the Extraterritorial Jurisdiction (ETJ). These MUDs are governed by both Section 54.016 of the Texas Water Code and Section 42.042 of the Texas Local Government Code. For property located in the City’s ETJ to be included in a MUD, the applicant must request City Council consent prior to creation as part of the TCEQ process. If the City does not grant consent, there is a 120-day period for negotiation of a contract for City water and sewer service to be provided to the proposed development. If a contract for services is not executed, the MUD applicant is authorized to initiate proceedings with the TCEQ to create a MUD. The original “Parent Tract” owned by La La Ranch, LLC was a 656-acre tract located within the City’s ETJ, Division 2. During the 2019 legislative session, the La La Ranch of Denton County MUD was created City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1057 by House Bill 4719 on 345.26-acres of the Parent Tract, and codified as Chapter 8031 of the Special District Local Laws Code (see Exhibit 6). During 2020, the City received a Petition for Consent from La La Ranch, LLC and approved Resolution No. 20-1052 consenting to the remaining 311.59 acres of the Parent Tract being included within the La La Ranch MUD (see Exhibit 7). A map illustrating the boundaries of the 656-acre MUD as it exists today, is attached as Exhibit 5. On June 18, 2021, the City received a Petition for Consent to Include Land in a Municipal Utility District (Denton County Municipal Utility District No. 12) (the “Petition”). Specifically, the Petition requests that the City of Denton consent to the creation of a MUD for 1,018 acres of land by TCEQ, or the addition of said 1,018 acres into the existing La La Ranch MUD operating pursuant to Chapter 8031 of the Special District Local Laws Code (see Exhibits 3 and 4). The boundaries of the 1,018-acre expansion area are also shown in Exhibit 5. Section 42.021 of the Texas Local Government Code establishes the ETJ of a municipality with a population greater than 100,000 inhabitants at 5-miles from its municipal boundary. The TCEQ petition and consent process outlined above is required for the expansion of the legislatively created MUD due to it being within the City’s ETJ. CONSIDERATIONS Compliance with Interim MUD Policy The Interim MUD Policy establishes that before the City Council consents to the creation of a MUD, the following issues shall be considered: 1. Whether the City has already made plans to annex, or provide municipal services to the area proposed for inclusion in the MUD within the next five (5) years, or the property is currently included in an Non-Annexation Agreement (NAA); and No, there are no plans to annex or provide municipal service and the property is not part of a NAA. 2. Whether the proposed area lies in the City’s ETJ of two (2) or more cities or is within Division 2 of the City’s ETJ. Yes, the property is located within Division 2 of the City’s ETJ. If the determination on either of the two issues is affirmative, then the City Council may not consent to creation, and may move to annex the land (if NAA), defer to Denton County, or the City may attempt to work through any outstanding issue that prevents the City from providing consent. Staff Findings The La La Ranch MUD expansion is not within the City’s Certificate of Convenience and Necessity (CCN), and there are no plans to provide municipal services to this property. The location of this property is 0.52 miles northwest of the City of Krum, 1.29 miles northwest of the City’s CCN, and 2.6 miles northwest of the City of Denton municipal boundary as shown on the map provided as Exhibit 5. Chapter 8031 of the Special District Local Laws Code, La La Ranch Municipal Utility District of Denton County establishes the following requirements: • Sec. 8031.0305. COMPLIANCE WITH MUNICIPAL CONSENT ORDINANCE OR RESOLUTION. The district shall comply with all applicable requirements of any ordinance or resolution that is adopted under Section 54.016 or 54.0165, Water Code, and that consents to the creation of the district or to the inclusion of land in the district. 1058 • Sec. 8031.0304. ROAD STANDARDS AND REQUIREMENTS. (a) A road project must meet all applicable construction standards, zoning and subdivision requirements, and regulations of each municipality in whose corporate limits or extraterritorial jurisdiction the road project is located. (b) If a road project is not located in the corporate limits or extraterritorial jurisdiction of a municipality, the road project must meet all applicable construction standards, subdivision requirements, and regulations of each county in which the road project is located. (c) If the state will maintain and operate the road, the Texas Transportation Commission must approve the plans and specifications of the road project. The existing and proposed expansion of the La La Ranch MUD are located within Division 2 of the City’s ETJ; however, in accordance with the Interlocal Cooperation Agreement with Denton County (see Exhibit 8), Denton County was granted exclusive jurisdiction to regulate all subdivision plats and approve all related permits within Division 2. Therefore, as a condition of consent to the creation of Denton County Municipal Utility District No. 12 covering the approximately 1,018 acres of land and alternatively consenting to the addition of said 1,018 acres into the La La Ranch MUD, and in accordance with subsections 8031.0304 and 8031.0305 Special District Local Laws Code of Texas, staff recommends the following: 1. JP Auto Sales and Eagle Farms shall seek consent to the creation of the District or the addition of land to the La La Ranch Municipal Utility District from the Denton County Commissioners Court; 2. All road projects must meet all construction standards, subdivision requirements, and regulations of the governmental entity with jurisdiction over such matters (i.e. Denton County); and 3. JP Auto Sales and Eagle Farms must obtain subdivision approval from the governmental entity with jurisdiction over such matters (i.e. Denton County). Options City Council may: 1. Consent; 2. Consent with conditions; or 3. Refuse to consent. If Council refuses to grant consent, the property owner may petition the City to make water and sewer service available to the proposed development by a mutually agreeable contract; however, the City does not serve this area nor is it adjacent to the City or the CCN.If a contract for water and sewer service is not executed within the 120 days after the petition is received, the applicant is authorized to initiate proceedings with TCEQ to create a MUD. TCEQ shall allow creation of the MUD upon finding that: • The municipality does not have the reasonable ability to serve; or • Has failed to make a legally binding commitment with sufficient funds available to provide water and wastewater service adequate to serve the proposed development at a reasonable cost to the landowner. The applicant has been working with staff to pursue the appropriate consent from the City. RECOMMENDATION Staff recommends City Council consent to the creation of Denton County Municipal Utility District No. 12 covering the approximately 1,018 acres of land and alternatively consenting to the addition of said 1,018 acres into the La La Ranch MUD, subject to the following conditions: 1059 1. JP Auto Sales and Eagle Farms shall seek consent to the creation of the District or the addition of land to the La La Ranch Municipal Utility District from the Denton County Commissioners Court; 2. All road projects must meet all construction standards, subdivision requirements, and regulations of the governmental entity with jurisdiction over such matters; and 3. JP Auto Sales and Eagle Farms must obtain subdivision approval from the governmental entity with jurisdiction over such matters. PRIOR ACTION Date Council, Board, Commission Request Action Interim MUD Policy April 30, 2020 City Council Work Session Policy Direction Proceed with formal consideration for May 5, 2020 May 5, 2020 City Council Interim MUD Policy Approved June 9, 2021 City Council Consent to MUD Creation Approved La La Ranch MUD 2019 TX Legislative Session Texas Legislature (House Bill 4719; now codified as Chapter 8031 of the Special District Local Laws Code) Initial 345-acre MUD Creation Approved June 9, 2020 City Council 311-acre expansion Approved December 7, 2021 City Council 1,018-acre expansion Request EXHIBITS 1. Agenda Information Sheet 2. Draft Resolution 3. Resolution Exhibit A – Map of La La Ranch MUD (Proposed Expansion Area) 4. Resolution Exhibit B – Petition for Consent 5. Location Map (Existing and Proposed MUD Boundaries) 6. Chapter 8031 of the Special District Local Laws Code 7. Resolution No. 20-1052 (Approved June 9, 2020) 8. Interlocal Cooperation Agreement with Denton County 9. Staff Presentation Respectfully submitted: Tina M. Firgens, AICP Deputy Director of Development Services/ Planning Director 1060 Page 1 RESOLUTION NO. ______ A RESOLUTION OF THE CITY OF DENTON CONSENTING TO THE CREATION OF DENTON COUNTY MUNICIPAL UTILITY DISTRICT NO. 12, ENCOMPASSING APPROXIMATELY 1018 ACRES OF LAND, LOCATED WITHIN THE EXTRATERRITORIAL JURISDICTION OF THE CITY OF DENTON, TEXAS OR THE ADDITION OF 1018 ACRES OF LAND, LOCATED WITHIN THE EXTRATERRITORIAL JURISDICTION OF THE CITY OF DENTON, TEXAS INTO LA LA RANCH MUNICIPAL UTILITY DISTRICT OF DENTON COUNTY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, John Porter Auto Sales, Inc. (“JP Auto Sales”) and Eagle Farms, Inc. (“Eagle Farms”) are the owners of approximately 1018 acres of land (the "Property") in the City of Denton's Extraterritorial Jurisdiction, as shown on the map attached hereto as Exhibit "A"; and WHEREAS, JP Auto Sales and Eagle Farms submitted to the City of Denton a Petition for Consent to Include Land in a Municipal Utility District or Add Land to an Existing District (the “Petition”), attached hereto as Exhibit "B," pursuant to Section 42.042 of the Texas Local Government Code; and WHEREAS, the Petition submitted by JP Auto Sales and Eagle Farms requested the City’s consent to the creation of Denton County Municipal Utility District No. 12 ("District") encompassing the Property or alternatively the addition of the Property into La La Ranch Municipal Utility District of Denton County; and WHEREAS, the Property is located outside of the City of Denton's exclusive right to provide retail water and/or sewer utility service; and WHEREAS, as pursuant to Chapter 54 of the Texas Water Code and Chapter 42 of the Texas Local Government Code, for property located in the City of Denton’s ETJ to be included in a municipal utility district created by the TCEQ, the City of Denton’s consent is required; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings and recitations in the preamble of this Resolution are incorporated herein by reference. SECTION 2. The City of Denton, Texas, hereby consents to the creation of Denton County Municipal Utility District No. 12 covering the approximately 1018 acres of land as shown on Exhibit A and alternatively consents to the addition of the Property into La La Ranch Municipal Utility District of Denton County with the following conditions: a. JP Auto Sales and Eagle Farms shall seek consent to the creation of the District or the addition of land to the La La Ranch Municipal Utility District from the Denton County Commissioners Court; 1061 Page 2 b. All road projects must meet all construction standards, subdivision requirements, and regulations of the governmental entity with jurisdiction over such matters; and c. JP Auto Sales and Eagle Farms must obtain subdivision approval from the governmental entity with jurisdiction over such matters. SECTION 3. JP Auto Sales, Eagle Farms, or their successors and assigns shall provide notice to the City at the time of application to the Texas Commission on Environmental Quality for creation of the District or at the time of petition by the owner of the Property to La La Ranch Municipal Utility District of Denton County. SECTION 4. This Resolution shall take effect immediately from and after its date and passage. 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 By: 1062 Page 3 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY By: Digitally signed by Mack Reinwand Date: 2021.12.02 14:49:43 -06'00' 1063 EXHIBIT "A" 1064 RECEIVED It IN ]8 2021 PETITIONFORCONSENTTO INCLUDE LANDIN A MUNICIPAL UTILITY DISTRICT ORADDLAND TO AN EXISTING DISTRICT THE STATEOF TEXAS COUNTYOFDENTON TOTHE HONORABLEMAYOR AND CITY COUNCIL OFTHE CITY OFDENTON: We, the undersignedlandownersof the territory hereinafter described by metes and bounds(collectively, “Petitioners”), being a majority of the landownersof said territory, respectivelypetition your HonorableBody for consentto and supportof the creation of a municipal utility district by the Texas Commissionon Environmental Quality or the additionof propertyinto anthe existingLa La RanchMunicipal Utility District of Denton County, a municipal utility district createdand operating pursuantto Chapter8031,TexasSpecialDistrict Local Laws Code, and would respectfully show the following: I The nameof the proposeddistrict shall be DENTON COUNTY MUNICIPALUTILITY DISTRICTNO. 12. 11 The proposedDistrict shall be createdunder the terms and provisions of Article XVI, Section59, andChapters49 and 54,TexasWater Code,asamended,and includeor seek to assumeroadway powers under Article Ill, Section 52 of the Constitution of Texas,together with all amendments and additions thereto. 111 The proposedDistrict shall contain an area of approximately 1018acresof land, situatedwithin Denton County, Texas,described by metesand boundsin Exhibit “A“, which isattachedheretoand madea parthereof for all purposes.The describedproperty is wholly locatedwithin theextraterritorialjurisdiction of the City of Denton. IV. Alternatively, Petitionersrequestthe City’s consentfor inclusion of the aforesaid landsinto theLa La Ranch Municipal Utility District of Denton County (“LLRMUD”), a district which existsunderthe terms and provisions of Article XVI, Section59 and Article III, Section 52 of the Constitution of Texas; Chapters49 and 54 of the Texas Water Code, asamended;and Chapter 8031 of the Texas Special District Local LawsCode V. TheundersignedPetitionersconstitutethecurrent solelandownersof the propertyto be includedwithin a district EXHIBIT "B" 1065 VI. The proposedDistrict shall be createdfor all of the purposesset forth in Article XVI, Section 59 and Article III, Section 52, Texas Constitution; Chapters 49 and 54, Texas Water Code, as amended; and if required by law, subsequently acquired and approvedby anelection held within theDistrict, Chapter257,TexasTransportationCode or other applicablelaw. If the property is addedto the LLRMUD, Chapter 8031ofthe TexasSpecialDistrict Local Laws Codewill alsoapply. VII The proposedDistrict shall havethe powers of governmentand authority to exercisethe rights, privileges, and functions given to it by Article XVI,Section 59 and Article III, Section 52, TexasConstitution; Chapters49 and 54, TexasWater Code, as amended;andif requiredby law, subsequentlyacquiredand approvedby anelection held within theDistrict, Chapter257,TexasTransportation Code,or by anyother Statelaw. If the property is addedto the LLRMUD, Chapter 8031 of theTexasSpecialDistrict Local Laws Codewill alsoapply. VIII. Thegeneralnatureof thework to be doneby and within the District atthepresent time is the construction, maintenanceand operation of a waterworks system, including the purchaseand saleof water,for domesticand commercial purposes;the construction, maintenanceandoperationof a sanitarysewercollection, treatment anddisposal system, for domestic and commercial purposes; the construction, installation, maintenance, purchaseand operation of drainage and roadway facilities and improvements; and the construction, installation, maintenance,purchase and operation of facilities, systems, plants and enterprisesof such additional facilities as shall be consonant with the purposes for which theproposedDistrict is organi7edor the LLRMUD is authori7ed. IX There is a necessityfor the improvementsdescribedabove for the following reasons:The areaof the District, whetherproposedor existing, is urban in natureand is in closeproximity to populousand developedsectionsof Denton County. The District’sareawill, within the immediatefuture, experiencea substantial and sustainedresidential and commercialgrowth. Said areais not suppliedwith adequatewater and sanitarysewer facilities and services or with adequatedrainage facilities and does not have adequatefire suppressionfacilities, parks andrecreational land and facilities, or roadsor improvements in aid thereof. The health and welfare of the future inhabitants of the area and of territories adjacenttheretorequire the installation and acquisition of an adequate water supply and sewage disposal system, an adequatedrainage system for and within the area of the proposedDistrict, adequatefire suppression facilities, adequateparks and recreational land and facilities, and roads or improvements in aidthereof. A public necessityexists for theorgani7ation of the proposedDistrict, or addition of lands into the LLRMUD, to provide for the purchase, construction, extension, improvement, maintenance and operation of such waterworks and sanitary sewer system, such drainagefacilities, such fire suppressionfacilities, parks and recreational land and facilities, and roadsor improvementsin aid thereof, in order to promote and protect the purity and sanitarycondition of the State’swatersandthe public health andwelfare of the cornrnunlty. X. Saidproposedimprovementsarepracticableand feasible,in that theterrain of the 1066 territory to be included in theDistrict or addedto the LLRMUD isof sucha naturethat a waterworks,sanitary sewer, drainageand roadway system can be constructedat a reasonable cost, currently estimated at 7350,000,000, with reasonable ad valorem tax and assessmentratesand waterand sewerrates,and said territory will be developedfor residentialand commercial purposes.The proposedDistrict shallbe designateda noncity service district in the meaningof Section 54.017, TexasWater Code, as the proposed District or theLLRMUD do not currentlyproposeto connectto the City7s water or sewer systemor proposeto contractwith aregional water and wastewaterprovider to which the City hasmadea capital contribution for the water and wastewaterfacilities serving the areawithin the proposed District, as of the datethis Petition is filed. Xl Petitioners request consent, permission and support for the inclusion of the aforesaidlandsin a municipal utility district operating pursuantto Article XVI, Section 59, TexasConstitution createdby the TexasCommission on Environmental Quality, and consentfor the District to acquireroadway powers pursuantto Article III, Section 52,TexasConstitution or additionof thelandto theLLRMUD. WHEREFORE,the undersignedrespectfully pray that this petition be in all things granted,andthat theCity give its written consentto theinclusion of theaforesaidlandsin the District or the LLRMUD, andfor suchother orders, acts,procedureand relief asare properandnecessaryandappropriateto thepurposeof organi7ing the District. 77E,TF,LW7BMITTEDth.7,7., 7It7m,m7 OWNER: LAND 7O H N aTexa: PORTERAUTO SALES corporatIon By: 7ohnR. Porter,President THE STATEOF TEXAS 7 7COUNTYOFbyb 1067 ben7hisinstrumentwasacknowledgedbeforeme on this the 11 day of dnA ,202 1,by 7ohn R. Porter,the President of 7ohnPorter Auto Sales,Inc., onbehalfof saidcorporation. lary PtM, State9 9 LANDOWNER: EAGLE FARMS,INC., aTexascorporation By:’pI)rn resident THE STATEOFTEXAS 7 COUNTYOF D7l7r7L 7 instrumentwasacknowledgedbeforeme on this the 7 day of 72021, by 7ohn R. Porter, the President of Eagle Farms, Inc., on behalf (;:7::fi::iiI 74It7,EII7 of saidcorporation. 9 Exhibit“A” LegalDescription 1018.4297ACRES BEING a tractof land situatedin theY. Sanche7Survey,Abstract Number 1137andthe T.Toby Survey,AbstractNumber 1287,Denton County,Texasandbeing all thattract of land conveyedto Eagle Farms,Inc. according to the document field of record in 20057 723315andbeing aportion of that tractof land conveyedto 7ohn PorterAuto Sales,Inc. according to the document filed of record in Volume 777, Page 572 Real Pr operty RecordsDentonCounty,Texas(R.P.R.D.C.T.),said tractof land being moreparticularlydescribedasfollows:1068 BEGINNING at aP7Nail setneartheintersectionof Miller Roadand HawkeyeRoad for thenortheastcornerof saidEagleFarmstract, samebeing commonwith the northwestcornerof that tractof landconveyedto the Hanna7hraish Family Trust, accordingto thedocumentfiled of recordin InstrumentNumber 20127147817 (R.P.R.D.C.T.)and beingthemostnortherly northeastcornerof this tract; THENCE South07’487007West,leavingsaidintersectionandwith the commonline of saidEagleFarmsandHanna7hrasih tracts,alonga fence,passingby a “T” fence intersectionata distanceof 2728.7feet,continuing in all adistanceof 3030.04feetto a metal pipecornerpostfound atthe“T” intersectionof fences,for themost northerly northwestcornerof theabovementioned7ohnPortertract andbeing commonwith the southwestcornerof saidHanna7hraish tract, for an interior “eII“ cornerof this tract; THENCE South897’127177East,leavingsaidcommoncorner,along a fence,with the commonline of saidPorterand7hraishtracts,passingby a“T” fence intersectionata distanceof 1578.8feet,continuing in all a distanceof 2742.81feet to a woodenfence cornerpost foundfor a southerlycornerof saidHanna7hraish tract, samebeing common with an interior “eII” cornerof saidPortertract andthis tract; THENCE North 17’077487East,leavingsaidcommoncorner,along a fence,with the commonline of saidtracts,a distanceof 327.17feet to awooden fencecornerpostfound for an interior “eII” cornerof saidHanna7hraish tract, samebeing commonwith the mostwesterly northeastcornerof saidPortertract andthis tract; THENCE South89710’377East,leavingsaidcommoncorner,with a portion of thesouth line of saidHanna7hraishtract, samebeingcommonwith the north line of saidPorter tractandthis tract, adistanceof 749.78feet toa woodenfence cornerpostfound for the northwestcornerof that tractof land conveyedto Mark andDione Mahan,accordingtothedocumentfiled of recordin InstrumentNumber 2011734070Official Public Record DentonCounty,Texas(O.P.R.D.C.T.)samebeingcommon with the mosteasterly northeastcorner of said Porter tract and this tract; THENCE South07’38’177East,along a fenceandwith the eastline of saidPortertract andthis tract,samebeing commonwith thewestline of saidMahantract, thewestline of WhitsonRanch,anaddition to DentonCounty Texasaccordingto the plat filed of record in InstrumentNumber 997R0013801(O.P.R.D.C.T.),thewest linesof thosetracts of land conveyedto Michael Ellis accordingto thedocumentsfiled of record in Instrument Number 2005711753and2004775244(O.P.R.D.C.T.)andthe westline of that tractof landconveyedto DeborahRuth 7ernigan,accordingto thedocument filed of recordin Instrument Number937R0037124 (O.P.R.D.C.T.) a distance of 2739.31 feet, passing the endof saidfenceby 1.3feet,to a578” iron rod with plasticcapstamped“7HA” setin the northline of thattract of land conveyedto EnderbyGas,Inc. accordingto thedocument filed of recordin InstrumentNumber 20027142529(O.P.R.D.C.T.)for the southwest cornerof said7ernigantract andbeing commonwith an easterlycornerof saidPorterand thistract; THENCE North 897’327197West,leavingsaidcommoncorner,with saidnorth line, a distanceof 153.07feetto a 172” iron rod found for thenorthwest cornerof saidEnderby Gastract andbeingcommonwith an interior easterlycornerof saidPortertract andthis tract, from which an“ell” fence corner bearsNorth 8977327197West, 1.2 feet; THENCE South07027407West,with eastline of saidPortertract and this tract, same being commonwith the westline of saidEnderbyGastract, thewest line of Lot1,Block A, H7l 7ohnsonAddition, anaddition to Denton County, Texasaccordingto theplat field of recordin InstrumentNumber 20177254,(O.P.R.D.C.T.),thewest line of thattract of landconveyedto Donald7ohnson,accordingto the documentfiled of recordin Volume912,Page785 (R.P.R.D.C.T.)andthewest line of that tract of landconveyedto Riley, RonaldEdmon,Inv. Trust7 Milton W. Riley Inv. Trust, accordingto the document field of recordin InstrumentNumber 201271444,(O.P.R.D.C.T.)a distanceof 3918.20 feet to a578” iron rod with plasticcapstamped“7H A” set in saidcommonline for the northeastcornerof that tractof landconveyedto 7efferey 7 Danya Pope,accordingto thedocumentfiled of recordin InstrumentNumber 2013789759 (O.P.R.D.C.T.)for the most easterly southeastcorner of this tract; 1069 THENCE South 877’0272 17West,with the north line of saidPope tract, samebeingcommonwith thesouthline of this tract, adistanceof 277.87feet to a 578” iron rod with plastic capstamped“7HA” setfor common corner of said Pope Tract and this tract; THENCE North 717477017West,continuing with saidcommon line, a distanceof 327.37 feet to a578” iron rod with plastic capstamped “7H A” setfor the northwest corner of saidPopetract, themostnortherly northeastcornerof that tract of land conveyedto Eli7abeth7 7effereyAndersonaccordingto thedocumentfiled of record in Instrument Number 20207105704(O.P.R.D.C.T.)andcommoncornerof this tract; THENCE North 717’237457West,with thenorth line of saidAndersontract, samebeingcommonwith thesouthline of thistract, a distanceof 137.70feet to a 1727iron rod with plasticcapstamped“ALLIANCE” foundfor themostnortherly northwestcornerof said Andersontract, thenortheastcornerof thattract of land conveyedto Daphine7 Tobey Teagueaccordingto thedocumentfiled of recordin InstrumentNumber 20127105937 (O.P.R.D.C.T.)andcommoncornerof this tract; THENCE North 777’447087West,with thenorth line of saidTeaguetract, samebeing commonwith thesouthline of this tract, a distanceof 553.58feet to a 578” iron rod with plasticcapstamped“7HA” setfor a commoncorner of saidtract; THENCE North 777347197West,a distanceof 144.89feet to a 578“ iron rod with plastic capstamped“7HA” setin saidcommonline for a cornerof this tract; THENCE leaving saidcommonline, overandacrosstheabovementionedPortertract the following three(3) coursesand distances: North07577397East,adistanceof 878.89feetto a578” iron rod with plasticcapstamped “7HA” setfor an interior “eII” cornerof this tract; South897’437217West,a distanceof 1091.03 feetto a to a 578” iron rod with plasticcapstamped“7HA” setfor an interior “eII” cornerof this tract; South07087207East,adistanceof 757.22feet to a to a 578” iron rod with plasticcap stamped“7HA” setin the northline ofF.M. Highway 1173,samebeing commonwiththe southline of theabovementionedPortertract, for anexterior “eII” cornerof thistract THENCE North 717077347West,with saidcommonline, samebeing commonwith the southline of this tract, alonga fence,a distanceof 3209.35feet to ato a 578” iron rod with plastic capstamped“7H A” setfor a southwesterly corner said Porter tract and this tract THENCE North 357’07’037West.with thecommonline of saidPortertract andthis tract adistanceof 571.78feet toa to a578” iron rod with plasticcapstamped“7HA” setin the eastline of that tractof landconveyedto RichardHartin according to the documentfiled of record in Instrument Number 2007757778 (O.P.R.D.C.T.) for a southwesterly corner said Porter tract and this tract; THENCE North07257097West,with aportionof theeastline of saidHartintract,the eastline of thattract of landconveyedto Triangle Trustaccording to the documentfiled of record in Volume 2434, Page 147(R.P.R.D.C.T. ), same being common with a westline of saidPortertractandthis tract,a distanceof 2377.75feet to a woodenfencecorner post foundin the southline of theabovementionedEagle Farmstract, ata point of intersection in a fence, for the northeastcorner of said Triangle Trust tract, samebeingcommonwith thenorthwestcornerof saidPortertract, and being an interior “eII” cornerof thistract; THENCE North 897117477West,with a north line of saidTriangle Trusttract, same being commonwith a southline of saidEagleFarmstract andthis tract, a distanceof 1709.17feetto a woodenfence cornerpostfound for thesouthwestcornerof saidEagleFarmstractandthis tract andbeinga commoninterior “eII” corner of saidTriangle trusttract THENCE North 17377477West,with theeastline of saidTriangleTrusttract,samebeing 1070 thewestline of saidEagleFarmstract andthis tract, along a fence,a distanceof 4449.10 feetto a 707DNail setin theabovementionedHawkeye Roadfor the northwestcornerof saidEagleFarmstract andthis tract, from which a woodenfence cornerpost found onthesouthsideof saidroad for referenceto saidcornerbearsSouth 1737’477East,17.7 feet THENCE South897’087337East,along saidroad,a distanceof 4189.47feetto the POINT OF BEGINNING and containing 1,018.4297acres or 44,372,794 squarefeet of land, more or less 9 1071 1072 WINSTEAD Austin Charlotte Dallas Fort Worth Houston New York San Antonio The Woodlands 2728 N. Harwood Street Suite 500 Dallas, Texas 75201 214.745.5400 OFFiCE 214.745.5390 r4x winstead.com Joey Nash direct dial: 214.745.5433 jnash@winstead .com RECEIVED June 18, 2021 ,H !N ] 8 2021 Via Hand Delivery Denton City Hall Attn: City Secretary 215 E. McKinney Street Denton, Texas 76201 RE:Denton County Municipal Utility District No. 12 Dear City Secretary: Enclosed please find one (1) OrIginal and one (1) copy of the Petition for Consent to Include Land in a Municipal Utility District . Please file-stamp a copy “received” with the date and return the stamped copy to the courier. Thank you for your assistance. Sincerely Joey Nash Public Finance Legal Assistant Enclosures WINSTEAD PC ATTORNEYS1073 RECEIVED It IN ] 8 2021 PETITION FOR CONSENT TO INCLUDE LAND IN A MUNICIPAL UTILITY DISTRICT OR ADD LAND TO AN EXISTING DISTRICT THE STATE OF TEXAS COUNTY OF DENTON TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF DENTON: We, the undersigned landowners of the territory hereinafter described by metes and bounds (collectively, “Petitioners”), being a majority of the landowners of said territory, respectively petition your Honorable Body for consent to and support of the creation of a municipal utility district by the Texas Commission on Environmental Quality or the addition of property into an the existing La La Ranch Municipal Utility District of Denton County, a municipal utility district created and operating pursuant to Chapter 8031, Texas Special District Local Laws Code, and would respectfully show the following: I The name of the proposed district shall be DENTON COUNTY MUNICIPAL UTILITY DISTRICT NO. 12. 11 The proposed District shall be created under the terms and provisions of Article XVI, Section 59, and Chapters 49 and 54, Texas Water Code, as amended, and include or seek to assume roadway powers under Article Ill, Section 52 of the Constitution of Texas, together with all amendments and additions thereto. 111 The proposed District shall contain an area of approximately 1018 acres of land, situated within Denton County, Texas, described by metes and bounds in Exhibit “A“, which is attached hereto and made a part hereof for all purposes. The described property is wholly located within the extraterritorial jurisdiction of the City of Denton. IV. Alternatively, Petitioners request the City’s consent for inclusion of the aforesaid lands into the La La Ranch Municipal Utility District of Denton County (“LLRMUD”), a district which exists under the terms and provisions of Article XVI, Section 59 and Article III, Section 52 of the Constitution of Texas; Chapters 49 and 54 of the Texas Water Code, as amended; and Chapter 8031 of the Texas Special District Local Laws Code V. The undersigned Petitioners constitute the current sole landowners of the property to be included within a district 1074 VI. The proposed District shall be created for all of the purposes set forth in Article XVI, Section 59 and Article III, Section 52, Texas Constitution; Chapters 49 and 54, Texas Water Code, as amended; and if required by law, subsequently acquired and approved by an election held within the District, Chapter 257, Texas Transportation Code or other applicable law. If the property is added to the LLRMUD, Chapter 8031 of the Texas Special District Local Laws Code will also apply. VII The proposed District shall have the powers of government and authority to exercise the rights, privileges, and functions given to it by Article XVI, Section 59 and Article III, Section 52, Texas Constitution; Chapters 49 and 54, Texas Water Code, as amended; and if required by law, subsequently acquired and approved by an election held within the District, Chapter 257, Texas Transportation Code, or by any other State law. If the property is added to the LLRMUD, Chapter 8031 of the Texas Special District Local Laws Code will also apply. VIII. The general nature of the work to be done by and within the District at the present time is the construction, maintenance and operation of a waterworks system, including the purchase and sale of water, for domestic and commercial purposes; the construction, maintenance and operation of a sanitary sewer collection, treatment and disposal system, for domestic and commercial purposes; the construction, installation, maintenance, purchase and operation of drainage and roadway facilities and improvements; and the construction, installation, maintenance, purchase and operation of facilities, systems, plants and enterprises of such additional facilities as shall be consonant with the purposes for which the proposed District is organized or the LLRMUD is authorized. IX There is a necessity for the improvements described above for the following reasons: The area of the District, whether proposed or existing, is urban in nature and is in close proximity to populous and developed sections of Denton County. The District’s area will, within the immediate future, experience a substantial and sustained residential and commercial growth. Said area is not supplied with adequate water and sanitary sewer facilities and services or with adequate drainage facilities and does not have adequate fire suppression facilities, parks and recreational land and facilities, or roads or improvements in aid thereof. The health and welfare of the future inhabitants of the area and of territories adjacent thereto require the installation and acquisition of an adequate water supply and sewage disposal system, an adequate drainage system for and within the area of the proposed District, adequate fire suppression facilities, adequate parks and recreational land and facilities, and roads or improvements in aid thereof. A public necessity exists for the organization of the proposed District, or addition of lands into the LLRMUD, to provide for the purchase, construction, extension, improvement, maintenance and operation of such waterworks and sanitary sewer system, such drainage facilities, such fire suppression facilities, parks and recreational land and facilities, and roads or improvements in aid thereof, in order to promote and protect the purity and sanitary condition of the State’s waters and the public health and welfare of the cornrnunlty. X. Said proposed improvements are practicable and feasible, in that the terrain of the 1075 territory to be included in the District or added to the LLRMUD is of such a nature that a waterworks, sanitary sewer, drainage and roadway system can be constructed at a reasonable cost, currently estimated at $350,000,000, with reasonable ad valorem tax and assessment rates and water and sewer rates, and said territory will be developed for residential and commercial purposes. The proposed District shall be designated a noncity service district in the meaning of Section 54.016, Texas Water Code, as the proposed District or the LLRMUD do not currently propose to connect to the City's water or sewer system or propose to contract with a regional water and wastewater provider to which the City has made a capital contribution for the water and wastewater facilities serving the area within the proposed District, as of the date this Petition is filed. Xl Petitioners request consent, permission and support for the inclusion of the aforesaid lands in a municipal utility district operating pursuant to Article XVI, Section 59, Texas Constitution created by the Texas Commission on Environmental Quality, and consent for the District to acquire roadway powers pursuant to Article III, Section 52, Texas Constitution or addition of the land to the LLRMUD. WHEREFORE, the undersigned respectfully pray that this petition be in all things granted, and that the City give its written consent to the inclusion of the aforesaid lands in the District or the LLRMUD, and for such other orders, acts, procedure and relief as are proper and necessary and appropriate to the purpose of organizing the District. „„E,TF,LW„BMITTEDth.#,„., JIt/m ,m„ OWNER: LAND JOHN a Texa: PORTER AUTO SALES corporatIon By: John R. Porter, President THE STATE OF TEXAS § §COUNTY OF byb 1076 ben 'his instrument was acknowledged before me on this the 11 day of dnA , 202 1, by John R. Porter, the President of John Porter Auto Sales, Inc., on behalf of said corporation. lary PtM, State9 9 LANDOWNER: EAGLE FARMS, INC., a Texas corporation By:’pI)rn resident THE STATE OF TEXAS § COUNTY OF D&l+r>L § instrument was acknowledged before me on this the ' day of ' 202 1, by John R. Porter, the President of Eagle Farms, Inc., on behalf (;:'::fi::iiI 74 It/,EII= of said corporation. 9 Exhibit “A” Legal Description 1018.4296 ACRES BEING a tract of land situated in the Y. Sanchez Survey, Abstract Number 1 136 and the T. Toby Survey, Abstract Number 1287, Denton County, Texas and being all that tract of land conveyed to Eagle Farms, Inc. according to the document field of record in 2005- 723315 and being a portion of that tract of land conveyed to John Porter Auto Sales, Inc. according to the document filed of record in Volume 667, Page 572 Real Property Records Denton County, Texas (R.P.R.D.C.T.), said tract of land being more particularly described as follows:1077 BEGINNING at a PK Nail set near the intersection of Miller Road and Hawkeye Road for the northeast corner of said Eagle Farms tract, same being common with the northwest corner of that tract of land conveyed to the Hanna Khraish Family Trust, according to the document filed of record in Instrument Number 2012- 1478 17 (R.P.R.D.C.T.) and being the most northerly northeast corner of this tract; THENCE South 0'’48'00" West, leaving said intersection and with the common line of said Eagle Farms and Hanna Khrasih tracts, along a fence, passing by a “T” fence intersection at a distance of 2628.6 feet, continuing in all a distance of 3030.04 feet to a metal pipe corner post found at the “T” intersection of fences, for the most northerly northwest corner of the above mentioned John Porter tract and being common with the southwest corner of said Hanna Khraish tract, for an interior “eII“ corner of this tract; THENCE South 89'’ 12'17" East, leaving said common corner, along a fence, with the common line of said Porter and Khraish tracts, passing by a “T” fence intersection at a distance of 1 578.8 feet, continuing in all a distance of 2642.81 feet to a wooden fence corner post found for a southerly corner of said Hanna Khraish tract, same being common with an interior “eII” corner of said Porter tract and this tract; THENCE North 1 '’07'48" East, leaving said common corner, along a fence, with the common line of said tracts, a distance of 326.17 feet to a wooden fence corner post found for an interior “eII” corner of said Hanna Khraish tract, same being common with the most westerly northeast corner of said Porter tract and this tract; THENCE South 89' 10’37" East, leaving said common corner, with a portion of the south line of said Hanna Khraish tract, same being common with the north line of said Porter tract and this tract, a distance of 649.68 feet to a wooden fence corner post found for the northwest corner of that tract of land conveyed to Mark and Dione Mahan, according to the document filed of record in Instrument Number 2011-34060 Official Public Record Denton County, Texas (O.P.R.D.C.T.) same being common with the most easterly northeast corner of said Porter tract and this tract; THENCE South 0'’38’17" East, along a fence and with the east line of said Porter tract and this tract, same being common with the west line of said Mahan tract, the west line of Whitson Ranch, an addition to Denton County Texas according to the plat filed of record in Instrument Number 99-R00 13801 (O.P.R.D.C.T.), the west lines of those tracts of land conveyed to Michael Ellis according to the documents filed of record in Instrument Number 2005-11653 and 2004-75244 (O.P.R.D.C.T.) and the west line of that tract of land conveyed to Deborah Ruth Jernigan, according to the document filed of record in Instrument Number93-R0036124 (O.P.R.D.C.T.) a distance of 2639.31 feet, passing the end of said fence by 1.3 feet, to a 5/8” iron rod with plastic cap stamped “KHA” set in the north line of that tract of land conveyed to Enderby Gas, Inc. according to the document filed of record in Instrument Number 2002- 142529 (O.P.R.D.C.T.) for the southwest corner of said Jernigan tract and being common with an easterly corner of said Porter and this tract; THENCE North 89'’32' 19" West, leaving said common corner, with said north line, a distance of 1 53.06 feet to a 1/2” iron rod found for the northwest corner of said Enderby Gas tract and being common with an interior easterly corner of said Porter tract and this tract, from which an “ell” fence corner bears North 89'>32'19" West, 1 .2 feet; THENCE South 0'02'40" West, with east line of said Porter tract and this tract, same being common with the west line of said Enderby Gas tract, the west line of Lot 1, Block A, H&l Johnson Addition, an addition to Denton County, Texas according to the plat field of record in Instrument Number 2017-254, (O.P.R.D.C.T.), the west line of that tract of land conveyed to Donald Johnson, according to the document filed of record in Volume 912, Page 685 (R.P.R.D.C.T.) and the west line of that tract of land conveyed to Riley, Ronald Edmon, Inv. Trust & Milton W. Riley Inv. Trust, according to the document field of record in Instrument Number 2012- 1444, (O.P.R.D.C.T.) a distance of 3918.20 feet to a 5/8” iron rod with plastic cap stamped “KH A” set in said common line for the northeast corner of that tract of land conveyed to Jefferey & Danya Pope, according to the document filed of record in Instrument Number 2013-89759 (O.P.R.D.C.T.) for the most easterly southeast corner of this tract; 1078 THENCE South 87'’02'2 1 " West, with the north line of said Pope tract, same being common with the south line of this tract, a distance of 266.86 feet to a 5/8” iron rod with plastic cap stamped “KHA” set for common corner of said Pope Tract and this tract; THENCE North 71'47'01" West, continuing with said common line, a distance of 327.37 feet to a 5/8” iron rod with plastic cap stamped “KH A” set for the northwest corner of said Pope tract, the most northerly northeast corner of that tract of land conveyed to Elizabeth & Jefferey Anderson according to the document filed of record in Instrument Number 2020- 105704 (O.P.R.D.C.T.) and common corner of this tract; THENCE North 71'’23'45" West, with the north line of said Anderson tract, same being common with the south line of this tract, a distance of 136.60 feet to a 1/2" iron rod with plastic cap stamped “ALLIANCE” found for the most northerly northwest corner of said Anderson tract, the northeast corner of that tract of land conveyed to Daphine & Tobey Teague according to the document filed of record in Instrument Number 2012- 105937 (O.P.R.D.C.T.) and common corner of this tract; THENCE North 67'’44'08" West, with the north line of said Teague tract, same being common with the south line of this tract, a distance of 553.58 feet to a 5/8” iron rod with plastic cap stamped “KHA” set for a common corner of said tract; THENCE North 67'34' 19" West, a distance of 144.89 feet to a 5/8“ iron rod with plastic cap stamped “KHA” set in said common line for a corner of this tract; THENCE leaving said common line, over and across the above mentioned Porter tract the following three (3) courses and distances: North 0'56'39" East, a distance of 878.89 feet to a 5/8” iron rod with plastic cap stamped “KHA” set for an interior “eII” corner of this tract; South 89'’43'2 1 " West, a distance of 1091 .03 feet to a to a 5/8” iron rod with plastic cap stamped “KHA” set for an interior “eII” corner of this tract; South 0'08'20" East, a distance of 756.22 feet to a to a 5/8” iron rod with plastic cap stamped “KHA” set in the north line ofF.M. Highway 1173, same being common with the south line of the above mentioned Porter tract, for an exterior “eII” corner of this tract THENCE North 61'07'34" West, with said common line, same being common with the south line of this tract, along a fence, a distance of 3209.35 feet to a to a 5/8” iron rod with plastic cap stamped “KH A” set for a southwesterly corner said Porter tract and this tract THENCE North 35'’06’03" West. with the common line of said Porter tract and this tract a distance of 571.78 feet to a to a 5/8” iron rod with plastic cap stamped “KHA” set in the east line of that tract of land conveyed to Richard Hartin according to the document filed of record in Instrument Number 2006-56778 (O.P.R.D.C.T.) for a southwesterly corner said Porter tract and this tract; THENCE North 0'25'09" West, with a portion of the east line of said Hartin tract, the east line of that tract of land conveyed to Triangle Trust according to the document filed of record in Volume 2434, Page 147 (R.P.R.D.C. T. ), same being common with a west line of said Porter tract and this tract, a distance of 2366.65 feet to a wooden fence corner post found in the south line of the above mentioned Eagle Farms tract, at a point of intersection in a fence, for the northeast corner of said Triangle Trust tract, same being common with the northwest corner of said Porter tract, and being an interior “eII” corner of this tract; THENCE North 89'11'46" West, with a north line of said Triangle Trust tract, same being common with a south line of said Eagle Farms tract and this tract, a distance of 1609.17 feet to a wooden fence corner post found for the southwest corner of said Eagle Farms tract and this tract and being a common interior “eII” corner of said Triangle trust tract THENCE North 1'36'47" West, with the east line of said Triangle Trust tract, same being 1079 the west line of said Eagle Farms tract and this tract, along a fence, a distance of 4449.10 feet to a 60-D Nail set in the above mentioned Hawkeye Road for the northwest corner of said Eagle Farms tract and this tract, from which a wooden fence corner post found on the south side of said road for reference to said corner bears South 1'36’47" East, 16.7 feet THENCE South 89'’08'33" East, along said road, a distance of 4189.46 feet to the POINT OF BEGINNING and containing 1,018.4296 acres or 44,362,794 square feet of land, more or less 9 1080 LaLa Ranch MUD ExpansionDistance Map Date: 11/30/2021 This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location ofproperty boundaries. Although every effort was made to ensure the accuracy of this data, no such guarantee is given or implied. Utilization of this map indicates the understanding that there is no guarantee to the accuracy of this data.BARTHOLD RDHWY 380 W ESIXTHSTJACKSON RD W UNIVERSITY DRFM156N LOVERS LNRECTOR RDPLAINVIEW RD F M2450 THOMAS J EGAN RDRADECKE RD E M C C A R T S TMILLER NAIL RDHOPKINS RD LEANING TREE RD DOYLE RD FM 1173ODNEAL RDN MASCH BRANCH RD HAWKEYE RD S HICKORY RD MASCH BRANCH RDFM1173 GANZER RD W GEORGEOWENSRDINDIAN TRL KNOX RDBORTH RD HILLVIEW DRROSE LN FM 156 NA U STIN CIRHOUSTON RDM IL LERLUGINBYHL RD MITCHELL RD ³±1173³±1173 ³±2450 ³±380 ³±156 £¤380 LaLa RanchExpansion LaLa Ranch µ0 0.25 0.50.125 MilesLaLa Ranch Expansion (1,018.44 Acres) LaLa Ranch (656.65 Acres) CCN Boundary City of Krum City of Denton ETJ Division 1 ETJ Division 2 0.52 MilesTo Krum 1.29 MilesTo CCN 2.60 MilesTo Denton 1081 1082 1083 1084 1085 1086 1087 1088 1089 S:\Legal\Our Documents\Resolutions\20\Lala Ranch MUD Resolution - 6.9.2020.Docx RESOLUTION NO.20-1052 A RESOLUTION OF THE CITY OF DENTON REGARDING THE ADDITION OF LAND TO LA LA RANCH MUNICIPAL UTILITY DISTRICT OF DENTON COUNTY. ENCOMPASSING APPROXIMATELY 311.39 ACRES OF LAND, LOCATED NORTH OF HAWKEYE ROAD, SOUTH OF DOYLE ROAD, AND WEST OF MILLER ROAD WITHIN DIVISION II OF THE EXTRATERRITORIAL JURISDICTION OF THE CITY OF DENTON, TEXAS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the La La Ranch, LLC, a Texas limited liability company (“Petitioner”) owns approximately 656 acres of land (“Parent Tract”) in Division II of the City of Denton’s Extratemitorial Jurisdiction (“ETJ”); and WHEREAS, a municipal utility district (MUD) can be created by the Texas Legislature or the Texas Commission on Environmental Quality (TCEQ); and WHEREAS, during the 2019 legislative session, the Texas Legislature enacted House Bill 4719, creating La La Ranch Municipal Utility District on 345.26-acres of the Parent Tract (“La La Ranch MUD”), which is now codified as Chapter 803 1 of the Special District Local Laws Code, attached hereto as Exhibit “A”; and WHEREAS, for property located in the City of Denton’s ETJ to be included in a MUD created by the TCEQ, the City of Denton’s consent is required; and WHEREAS, on March 20, 2020, the City of Denton received Petitioner’s Petition for Consent to Addition of Land to a Municipal Utility District to expand the La La Ranch MUD to the remaining 3 11.59 acres of the Parent Tract (“ Addition”), attached hereto as Exhibit “B”; and WHEREAS, the Addition to the La La Ranch MUD is located in the City of Denton’s ETJ but outside of the City of Denton’s exclusive right to provide retail water and/or sewer utility service; and WHEREAS, the Parent Tract is located 2.088 miles northwest of the City ofKrum, 2.575 miles northwest of the City of Denton’s exclusive right to provide retail water and/or sewer utility service, and 3.488 miles northwest of the City of Denton municipal boundary, as shown on the map attached hereto as Exhibit “C”; and WHEREAS, the City and Petitioner may execute an agreement pursuant to the provisions of Section 212.172 of the Texas Local Government Code regarding development of the Property (“Development Agreement”), if so requested by the City; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings and recitations in the preamble of this resolution are incorporated herein by reference. 1090 SECTION 2. The City of Denton, Texas, hereby consents to the Petition in Exhibit B to add approximately 311.39 acres to the La La Ranch Municipal Utility District of Denton County with the following conditions: a. b. C. The Petitioner shall seek consent to the addition of land to the La La Ranch MUD from the Denton County Commissioners Court; All road projects must meet all construction standards, subdivision requirements, and regulations of the governmental entity with jurisdiction over such matters; and The Petitioner must obtain subdivision approval from the governmental entity with jurisdiction over such matters. SECTION 3. This resolution shall take effect immediately from and after its date and passage. The motjon to approve this Resolution was seconded by the following vote [K - A : a made by the Resol9 In) d by Aye Nay Abstain Absent Chris Watts, Mayor:+Z ,//Gerard Hudspeth, District 1 : Keely G. Briggs, District 2:../ Jesse Davis, District 3 :,/ L./ ,/ ./ John Ryan, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: lay ofPASSED AND APPROVED this the 2020 ATTS. MAYOR ATTEST: ROSA RIOS, CITY SECRETARY Z'2)zz2 d}a Page 2 of 3 1091 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY Page 3 of 3 1092 PROPERTY EXHIBIT DWG NAME K:\FRI_CIVIL\SINGLE FAMILY PURSUITS\2017037 - KRUM 656 ACRE\CAD\EXHIBITS\PLANSHEETS\2019-01-08-PROPERTY EXHIBIT-MUD NO.1.DWG LAST SAVED 12/19/2018 10:02 AM NOTE: THIS PLAN IS CONCEPTUAL IN NATURE AND HAS BEEN PRODUCED WITHOUT THE BENEFIT OF A SURVEY OR CONTACT WITH THE CITY, COUNTY, ETC. 5750 Genesis Court Suite 200 Frisco, Texas 75034 972-335-3580 State of Texas Registration No. F-928 La La Ranch MUD No. 1 Krum, Texas January 2019 HAWKEYE ROAD DOYLE ROAD MILLER ROAD± 345.26 ACRES GRAPHIC SCALE IN FEET 0 150 300 600 1"=300'@ 22x34 FEMA 100-YEAR FLOODPLAIN FEMA 100-YEAR FLOODPLAIN EXISTING LALA RANCH MUD PROPOSED ANNEXATION + 311.39 ACRES+ 311.39 ACRES EXHIBIT "A" 1093 PETITION FOR CONSENT TO ADDITION OF LAND TO A MUNICIPAL UTILITY DISTRICT THE STATE OF TEXAS COUNTY OF DENTON § § TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF DENTON, TEXAS: The undersigned, LaLa Ranch, LLC, a Texas limited liability company (the "Owner"), respectfully petitions the City of Denton, Texas for its consent to the addition of land to La La Ranch Municipal Utility District ofDenton County (the "District"). In support of this Petition, the Owner would respectfully show the following: I. The approximately 311.39 acres sought to be added to the District (the "Tract") is described by metes and bounds in Exhibit "A," attached hereto and made a part hereof for all purposes. II. The Tract lies within Denton County, and not within the boundaries of any incorporated city or town. The Tract lies wholly within the exclusive extraterritorial jurisdiction of the City of Denton, Texas, as such term is determined pursuant to Chapter 42 V.T.C.A. Local Government Code. III. The Owner is the holder oftitle to the Tract as shown by the Denton County Tax Rolls and conveyances of record. There are no lienholders on the Tract. IV. The District was heretofore duly created pursuant to House Bill 4719, 86th Texas Legislature, Regular Session, 2019, codified as Chapter 8031, Special District Local Laws Code, under the terms and provisions of Article XVI, Section 59, and Article III, Section 52, of the Texas Constitution, and Chapters 49 and 54, Texas Water Code, as amended. The District generally is empowered and authorized to purchase, construct, acquire, own, operate, maintain, repair, improve, or extend inside and outside its boundaries any and all works, improvements, facilities, plants, equipment, and appliances necessary to accomplish the purposes of its creation. 4833-1905-01 56. vI EXHIBIT "B" 1094 v. The general nature of the work to be done by and within the Tract at the present time is the construction, maintenance and operation of a waterworks system for residential and commercial purposes; the construction, maintenance and operation of a sanitary sewer collection system and sewage disposal plant; the control, abatement and amendment ofthe hannful excess of waters and the reclamation and drainage of overflowed lands within the lands to be included within the Di strict; and the construction of roads and of such additional facilities, systems, plants and enterprises as shall be consonant with the purposes for which the District is organized. VI. There is a necessity for the improvements above described because the Tract is located within an area that is experiencing substantial and sustained residential and commercial growth, is urban in nature and is not supplied with adequate water, sanitary sewer and drainage facilities and roads. The health and welfare of the future inhabitants of the Tract requires the acquisition and installation of an adequate waterworks, sanitary sewer and storm drainage system and roads. The purchase, construction, extension, improvement, maintenance and operation of such watervvorks system and storm and sanitary sewer collection and disposal systems and roads will conserve and preserve the natural resources of this State by promoting and protecting the purity and sanitary condition of the State's waters and will promote and protect the public health and welfare of the community; therefore, a public necessity exists for the inclusion of the Tract within the District. VII. Said proposed improvements are practicable and feasible, in that the ten·ain of the Tract is of such a nature that a waterworks system and sanitary and storm sewer systems and roads can be constructed at a reasonable cost; and said land will be rapidly developed for commercial, multi- family and residential purposes. VIII. A preliminary investigation has been instituted to determine the cost of the project attributable to the Tract, and it is now estimated by the Owner, from such information as it has at this time, that the ultimate ·cost of the development contemplated will be approximately $42,000,000. WHEREFORE, the undersigned respectfully pray that this Petition be granted in all respects and that the City Council of the City of Denton, Texas, adopt a resolution giving its written consent to the addition of the Tract to the District. 4833-1905-0156. y 1 1095 THE STATE OF TEXAS COUNTY OF J2eyr fm § § § "OWNER" LALA RANCH, LLC, aTexa?~ By:__...~~-P-~------ Name: \Jtcbt.th £\PCGS Title: DY\o.AJ b,Q\ J t -r }J fx This instrument s~owledged before me on AJa ({h /7 , 2020, by OY vJo ~/UveS , r.eh.~d._ac of LaLa Ranch, LLC, a Texas limited liability company, on behalf of said company. (NOTARY SEAL) 4833-1905-0156.vl MAGGIE SLOAN Notary 10 /1128574755 My Commission Expires April 4, 2023 1096 EXHIBIT "A" FIELD NOTE DESCRIPTION 311.39 ACRES BEING a tract ofland situated in the Henry Harman Survey, Abstract Number 617, Denton County, Texas, being the east 1/2 of said survey and that tract of land conveyed to La La Ranch, LLC. according to the document filed of record in Instrument Number 2016-71592, Real Property Records Denton County, Texas (R.P.R.D.C.T.), said tract being more particularly described as follows: BEGINNING at a point for the northeast comer of said La La Ranch tract and the tract of land described herein; THENCE South 0°44'4011 West, a distance of7,509.50 feet to a point for the southeast comer of said La La Ranch tract and this tract; THENCE North 89°15'21" West, a distance of3,791.81 feet to a point for the southwest comer of said La La Ranch tract and this tract; THENCE North 0°53'40" East, a distance of 1,646.50 feet to a point at the beginning of a non- tangent curve to the right having a radius of 26,264.72 feet, a central angle of 7° 17' 15", a chord bearing and distance ofNorth 70°52'17" East, 3,338.34 feet; THENCE in a northeasterly direction, with said curve to the right, an arc distance of 3,340.59 feet to a point at the beginning of a non-tangent curve to the right having a central angle of 7°01'35", a radius of39, 156.15 feet, a chord bearing and distance of North 6°14'19" West, 4,798.91 feet; THENCE in a northwesterly direction, with said curve to the right, an arc distance of 4801.92 feet to a point for comer; THENCE South 87°37'20" East, a distance of 1231.88 feet to the POINT OF BEGINNING and containing 311.39 acres or 13,564,322 square feet ofland, more or less This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. 4833-1905-0156. vI 1097 LALA Ranch LLCDistance Map Date: 6/4/2020 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property of the City ofDenton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed or implied, are providedfor the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. HWY 380 W JACKSON RD W UNIVERSITY DR GREGG RD FM 156 NLOVERS LNPLAINVIEW RD INDIAN TRL F M2 4 5 0THOMAS J EGAN RDRADECKE RD RECTOR RD E MCCART STMILLER BARTHOLD RDHOPKINS RDHAMPTON DRLEANINGTREERD FM 1173 N MASCH BRANCH RD DOYLE RD NAIL RDODNEAL RDHAWKEYE RD MASCH BRANCH RDFM1173 GANZER RD W GEORGEOWENSRDKNOX RDBORTH RDHOUSTON RDFM 156 NSAM BASS RD LUGINBYHL RD MILAM RD WAUSTINCIR MITCHELLR D³±1173³±1173 ³±2450 ³±156 £¤380 µ0 0.4 0.80.2 MilesLALA Ranch LLC Property (645.45 Acres) CCN Boundary CityOfKrum City of Denton Denton ETJ Division 1 Denton ETJ Division 2 2.088 MilesTo Krum 3.488 MilesTo Denton2.575 MilesTo CCN EXHIBIT "C" 1098 1099 1100 1101 1102 1103 1104 1105 1106 1107 1108 Da Item ID 21-2663 La La Ranch MUD Expansion 1 December 7, 2021 City Council Meeting 1 1109 What is a MUD •Special district that functions as independent, limited purpose political subdivision. •The purpose of a MUD is to provide a developer an alternate way to finance infrastructure, such as water, sewer, drainage, and road facilities by issuing bonds to reimburse those costs. •Managed by a Board elected by property owners within the MUD. 2File ID: ID 21-266312/7/2021 1110 Interim MUD Policy –Resolution No. 20-920 Policy Framework •Adopted May 2020 •Purpose and Intent •Applicability •Policies o Conditions and Restrictions for Consent Agreement •Application Requirements File ID: ID 21-266312/7/2021 3 1111 Existing LaLa Ranch MUD (656 Acres) Existing •345-acre MUD created through HB 4719 (2019) •311-acre MUD Expansion –TCEQ (2020) o City consented to expansion June 2020 (Resolution No. 20-1052) •Located NW Miller Rd at Hawkeye Rd •Within City’s ETJ Div. 2 •Denton County Platting Authority 4 1112 Proposed LaLa Ranch Expansion (1,018 Acres) Proposed •1,018-acre Expansion -TCEQ •Applicant seeking consent from City of Denton •Located SW Miller Rd at Hawkeye Rd; FM 1173 southern boundary •Within City’s ETJ Div. 2 •Denton County Platting Authority •Located outside of Certificate of Convenience and Necessity (CCN) Service Areas 5 1113 Proposed Expansion –Policy Criteria Evaluation The Interim MUD Policy (Resolution No.20-920)establishes that before the City Council consents to the creation of a MUD,the following issues shall be considered: 1.Whether the City has already made plans to annex,or provide municipal services to the area proposed for inclusion in the MUD within the next five (5)years,or the property is currently included in an Non-Annexation Agreement (NAA);and No,there are no plans to annex or provide municipal service and the property is not part of a NAA. 2.Whether the proposed area lies in the City’s ETJ of two (2)or more cities or is within Division 2 of the City’s ETJ. Yes,the property is located within Division 2 of the City’s ETJ. If the determination on either of the two issues is affirmative,then the City Council may not consent to creation,and may move to annex the land (if NAA),defer to Denton County,or the City may attempt to work through any outstanding issue that prevents the City from providing consent. 6File ID: ID 21-2663 1114 Staff Findings and Recommendation Staff recommends approval of the consent request: •Expansion area is not within the City’s CCN –1.29 miles NW of the City’s CCN •No plans to provide municipal services to the area •Expansion area is 0.52 miles NW of City of Krum, and 2.6 miles NW of City of Denton city limits •Per Interlocal Cooperation Agreement with Denton County –County has exclusive jurisdiction within Division 2 to: o Regulate all subdivision plats o Approve all related permits 7File ID: ID 21-266312/7/2021 1115 Staff Findings and Recommendation (cont.) •If request is approved, district shall comply with any ordinance or resolution adopted that consents to the creation of the district or inclusion of land within a district •Recommended conditions for consent approval: 1.JP Auto Sales and Eagle Farms shall seek consent to the creation of the District or the addition of land to the La La Ranch Municipal Utility District from the Denton County Commissioners Court; 2.All road projects must meet all construction standards, subdivision requirements, and regulations of the governmental entity with jurisdiction over such matters; and 3.JP Auto Sales and Eagle Farms must obtain subdivision approval from the governmental entity with jurisdiction over such matters. 8File ID: ID 21-266312/7/2021 1116 Questions? 912/7/2021 File ID: ID 21-2663 1117